2025

Annual Report

& Accounts

ANNUAL REPORT

& ACCOUNTS

2025

6 Group Overview and Highlights

10 Chair’s Statement

12 Strategic Review

16 Our Commitment to Section 172(1)

18 Chief Executive’s Operating Review

24 Financial Review

28 Sustainability Statement

50 Principal Risks and Uncertainties

60 Directors and Officers

62 Directors’ Report

69 Statement of Directors’ Responsibilities

in Respect of the Financial Statements

70 Corporate Governance Report

84 Audit Committee Report

91 Nomination Committee Report

94 Directors’ Remuneration Report

Strategic

Report

Corporate

Governance

Inside

this

report

2 Johnson Service Group PLC 2025 Annual Report & Accounts

118 Independent Auditor’s Report

127 Consolidated Income Statement

128 Consolidated Statement of

Comprehensive Income

129 Consolidated Statement of Changes

in Shareholders’ Equity

130 Consolidated Balance Sheet

131 Consolidated Statement of Cash Flows

132 Statement of Significant Accounting

Policies

144 Notes to the Consolidated Financial

Statements

178 Company Statement of Changes in

Shareholders’ Equity

179 Company Balance Sheet

180 Statement of Significant Accounting

Policies

182 Notes to the Company Financial

Statements

191 Financial Calendar

192 Notice of Annual General Meeting

204 Directors and Advisors

Group Financial

Statements

Company Financial

Statements

Shareholder

Information

4 Johnson Service Group PLC 2025 Annual Report & Accounts

6 Group Overview

and Highlights

10 Chair’s Statement

16 Our Commitment

to Section 172(1)

18 Chief Executive’s

Operating Review

24 Financial Review

50 Principal Risks

and Uncertainties

28 Sustainability

Statement

12 Strategic Review

Shareholder

Information

Company Financial

Statements

Group Financial

Statements

Corporate

Governance

Strategic

Report

6 Johnson Service Group PLC 2025 Annual Report & Accounts

We have a strong balance sheet with

a highly cash generative model, so are

well placed to capitalise on appropriate

opportunities as they arise.

Progressive

dividend

policy

Latest £55.0m

share buyback

programme

completed in

January 2026

Margin

improvement on

track for target

of at least 14% in

2026

Our employees

are the foundation

of our business,

with a continued

focus on delivering

outstanding

customer service

We continue to

prioritise the

identification

of earnings

enhancing

acquisition

opportunities

6 Johnson Service Group PLC 2025 Annual Report & Accounts

GROUP OVERVIEW

AND HIGHLIGHTS

Shareholder

Information

Company Financial

Statements

Group Financial

Statements

Corporate

Governance

Strategic

Report

“We have entered 2026 as

a strongly invested business

with a resilient business

model and a proven ability to

navigate periods of economic

uncertainty.”

Productivity

improvements,

as a result of our

ongoing targeted

investment in the

business, helped to

offset cost inflation

Strong balance

sheet and cash

generation with

capacity for further

investment

Opening of

new HORECA

site in Crawley

The Board

remains

confident about

the growth

opportunities

available to the

Group

Successful

transition from

AIM to the Main

Market of the

London Stock

Exchange

Shareholder

Information

Company Financial

Statements

Group Financial

Statements

Corporate

Governance

Strategic

Report

8 Johnson Service Group PLC 2025 Annual Report & Accounts

GROUP OVERVIEW

AND HIGHLIGHTS

Repositioned as a Dedicated Textile

Services Provider

53%

26%

21%

2012 REVENUE

Revenue previously derived from three distinct

sources…now derived from one focused business

Textile Services

Drycleaning

Facilities

Management

22%

78%

2012 REVENUE

Source of revenue within Textile Services significantly changed

HORECA

Workwear

100%

72%

2025 REVENUE

73%

2025 REVENUE

27%

Shareholder

Information

Company Financial

Statements

Group Financial

Statements

Corporate

Governance

Strategic

Report

Price increases, together with productivity improvements

as a result of our ongoing targeted investment in the

business, helped to offset cost inflation

Group Overview and Highlights

Notes

1. All figures are from Continuing Operations.

2. “Adjusted Operating Profit” refers to operating profit before amortisation of

intangible assets (excluding software amortisation), goodwill impairment and

exceptional items.

3. “Adjusted Profit Before Taxation” refers to Adjusted Operating Profit less

finance costs.

4. “Adjusted Diluted Earnings per Share” refers to diluted earnings per share

calculated based on adjusted profit after taxation and, in 2021, 2022 and 2023,

excludes the benefit of the capital allowances super deduction which offered

130% first year relief on qualifying spend.

“Our strong earnings growth and improved margin, in line with market expectations, reflects our

continued focus on operational efficiencies, tight cost control and service excellence.”

REVENUE (£m)

ADJUSTED OPERATING PROFIT MARGIN (%)

271.4

385.7

465.3

513.4

12.7

41.2

50.5

9.4

38.2

44.5

1.7

7.2

7.7

4.7

10.7

10.9

8.4

33.3

43.6

5.1

30.3

37.6

1.6

6.5 6.4

2021 2022 2023

2021 2022 2023 2024

2021 2022 2023

2021 2022 2023 2021 2022 2023

2024

2021 2022 2023

62.3

54.8

10.1

2024

2024 2021 2022 2023

54.7

47.2

8.4

2024

12.1

535.4

20252025

72.5

64.5

12.1

2025

58.8

50.8

9.2

2025

13.5

271.4

385.7

465.3

513.4

12.7

41.2

50.5

9.4

38.2

44.5

1.7

7.2

7.7

4.7

10.7

10.9

8.4

33.3

43.6

5.1

30.3

37.6

1.6

6.5 6.4

2021 2022 2023

2021 2022 2023 2024

2021 2022 2023

2021 2022 2023 2021 2022 2023

2024

2021 2022 2023

62.3

54.8

10.1

2024

2024 2021 2022 2023

54.7

47.2

8.4

2024

12.1

535.4

20252025

72.5

64.5

12.1

2025

58.8

50.8

9.2

2025

13.5

ADJUSTED OPERATING PROFIT

(£m)

1,2

OPERATING PROFIT (£m)

271.4

385.7

465.3

513.4

12.7

41.2

50.5

9.4

38.2

44.5

1.7

7.2

7.7

4.7

10.7

10.9

8.4

33.3

43.6

5.1

30.3

37.6

1.6

6.5 6.4

2021 2022 2023

2021 2022 2023 2024

2021 2022 2023 2021 2022 2023

2021 2022 2023

2024

2021 2022 2023

62.3

54.8

10.1

2024

2024 2021 2022 2023

54.7

47.2

8.4

2024

12.1

535.4

20252025

72.5

64.5

12.1

2025

58.8

50.8

9.2

2025

13.5

271.4

385.7

465.3

513.4

12.7

41.2

50.5

9.4

38.2

44.5

1.7

7.2

7.7

4.7

10.7

10.9

8.4

33.3

43.6

5.1

30.3

37.6

1.6

6.5 6.4

2021 2022 2023

2021 2022 2023 2024

2021 2022 2023 2021 2022 2023

2021 2022 2023

2024

2021 2022 2023

62.3

54.8

10.1

2024

2024 2021 2022 2023

54.7

47.2

8.4

2024

12.1

535.4

20252025

72.5

64.5

12.1

2025

58.8

50.8

9.2

2025

13.5

ADJUSTED PROFIT BEFORE TAXATION (£m)

1,3

PROFIT BEFORE TAXATION (£m)

271.4

385.7

465.3

513.4

12.7

41.2

50.5

9.4

38.2

44.5

1.7

7.2

7.7

4.7

10.7

10.9

8.4

33.3

43.6

5.1

30.3

37.6

1.6

6.5 6.4

2021 2022 2023

2021 2022 2023 2024

2021 2022 2023 2021 2022 2023

2024

2021 2022 2023

62.3

54.8

10.1

2024

2021 2022 2023

54.7

47.2

8.4

2024

12.1

535.4

20252025

72.5

64.5

12.1

2025

58.8

50.8

9.2

2025

13.5

271.4

385.7

465.3

513.4

12.7

41.2

50.5

9.4

38.2

44.5

1.7

7.2

7.7

4.7

10.7

10.9

8.4

33.3

43.6

5.1

30.3

37.6

1.6

6.5 6.4

2021 2022 2023 2021 2022 2023 2024

2021 2022 2023 2021 2022 2023

2024

2021 2022 2023

62.3

54.8

10.1

2024

2021 2022 2023

54.7

47.2

8.4

2024

12.1

535.4

20252025

72.5

64.5

12.1

2025

58.8

50.8

9.2

2025

13.5

ADJUSTED DILUTED EARNINGS PER SHARE

(p)

1,4

DILUTED EARNINGS PER SHARE (p)

271.4

385.7

465.3

513.4

12.7

41.2

50.5

9.4

38.2

44.5

1.7

7.2

7.7

4.7

10.7

10.9

8.4

33.3

43.6

5.1

30.3

37.6

1.6

6.5 6.4

2021 2022 2023

2021 2022 2023 2024

2021 2022 2023 2021 2022 2023

2024

2021 2022 2023

62.3

54.8

10.1

2024

2024 2021 2022 2023

54.7

47.2

8.4

2024

12.1

535.4

2025

72.5

64.5

12.1

2025

58.8

50.8

9.2

2025

13.5

271.4

385.7

465.3

513.4

12.7

41.2

50.5

9.4

38.2

44.5

1.7

7.2

7.7

4.7

10.7

10.9

8.4

33.3

43.6

5.1

30.3

37.6

1.6

6.5 6.4

2021 2022 2023

2021 2022 2023 2024

2021 2022 2023 2021 2022 2023

2024

2021 2022 2023

62.3

54.8

10.1

2024

2024 2021 2022 2023

54.7

47.2

8.4

2024

12.1

535.4

2025

72.5

64.5

12.1

2025

58.8

50.8

9.2

2025

13.5

Dear Shareholder

I am pleased to report that the Group has delivered a strong

performance for the financial year ended 31 December 2025,

establishing a solid platform for sustainable, long-term growth.

This outcome reflects the strength and resilience of our business

model, the depth of our operational expertise, the quality of

our relationships with our customers and suppliers, and above

all, the dedication and commitment of our people. Under the

strong and energetic leadership of Peter Egan, our CEO, and the

executive team, our colleagues continue to drive our success.

On behalf of the Board, I extend my sincere appreciation to

all employees for their exceptional contributions, and to our

stakeholders for their continued confidence and support.

A significant milestone, this year, was the Group’s successful

transition from AIM to the Equity Shares (Commercial Companies)

Category of the Official List of the Financial Conduct

Authority and to trading on London Stock Exchange plc’s Main

Market for listed securities, a step that reflects the maturity of

our business and enhances our profile with a broader base of

investors. In addition, in October 2025, after more than 40 years

with the Group, including 17 years as Chief Financial Officer,

Yvonne Monaghan stepped down from the Board as Chief

Financial Officer ahead of her retirement in February 2026. The

Board is deeply grateful for Yvonne’s exceptional dedication

and leadership over many years, which have been instrumental

in strengthening the Group’s financial foundations and driving

sustained growth. Yvonne is succeeded by Ryan Govender,

who brings strong experience and capability to the role. We

are delighted to welcome Ryan as Chief Financial Officer and

are confident that his appointment will ensure continuity and

support the Group’s next phase of development.

As we enter 2026, the Board remains focused on executing our

growth strategy and seizing the growth opportunities ahead.

We are also pleased to announce that, as part of our succession

planning, Lysanne Gray will join the Board as an Independent

Non-Executive Director with effect from 1 June 2026 and will

succeed Chris Girling as Audit Committee Chair following the

announcement of the Group’s interim results for the six-month

period ended 30 June 2026. In addition, Nicola Keach, who

has served as an Independent Non-Executive Director of the

Company since June 2022, will succeed Chris Girling as Senior

Independent Director with effect from 1 June 2026.

Financial Results

As explained in the Chief Executive’s Operating Review on

page18, total revenue for the year to 31 December 2025

increased by 4.3% to £535.4 million (2024: £513.4 million). This

increase delivered an adjusted profit before taxation of

£64.5million (2024: £54.8 million). This strong performance is the

result of sustained effort across the Group, expertly guided by

the dynamic leadership of the Group’s Executive Directors and

their management team. While volatility and macro-economic

uncertainty have remained a constant backdrop, the Group

has continued to focus on meeting the needs of our customers

and supporting our people in line with our purpose. These

foundations position the Group well to create long-term value

for Shareholders. Further details of our operational and financial

performance can be found on pages 18 to 27.

Chair’s Statement

10 Johnson Service Group PLC 2025 Annual Report & AccountsJohnson Service Group PLC 2025 Annual Report & AccountsJohnson Service Group PLC 2025 Annual Report & Accounts

Jock Lennox

Chair

“I am pleased to

report that the Group

has delivered a

strong performance

for the financial year

ended 31 December

2025, establishing

a solid platform for

sustainable, long-

term growth.”

Shareholder

Information

Company Financial

Statements

Group Financial

Statements

Corporate

Governance

Strategic

Report

Dividend

As determined by our progressive dividend policy, an interim

dividend of 1.6 pence per share was paid on 4 November 2025.

The Board is pleased to recommend a final dividend of 3.2 pence

per share, which reflects the Board’s confidence in the prospects

of the business. Together with the interim dividend this takes

the total dividend for the year to 4.8 pence per share and, as the

Board previously committed to do, maintains cover at 2.5 times.

A Strong Capital Base

The Group maintains a strong balance sheet and is well

positioned to continue to invest in the business to support our

long-term growth prospects. The Group’s objective is to employ

a disciplined approach to investment, returns and capital

efficiency to deliver sustainable compounding earnings growth

whilst also maintaining a strong balance sheet and increasing

ROCE.

Our capital allocation policy remains unchanged and considers

maintaining a strong balance sheet, ongoing capital investment

in our estate, accretive acquisitions, a progressive dividend

policy and distributing any surplus cash to Shareholders. Further

details of our capital allocation policy are provided on pages26

and 27 and further details of the share buyback programmes can

be found on page 27.

Share Buyback and Investment

In the period since September 2022, we have undertaken a

number of share buyback programmes returning £90.3 million

to Shareholders, established a presence in the Republic of

Ireland, through the £27.1 million acquisition of Harkglade

Limited, established our Johnsons Luxury Linen business, through

the £5.8million acquisition of Regency Laundry Limited and

the £20.6million acquisition of Empire Linen Services Limited,

invested in the opening of a new site in Crawley and undertaken

significant capital investment across many of our other sites.

Even after taking into consideration these investments, the return

of funds to Shareholders, including the payment of dividends,

the Group remains well funded, is highly cash generative and

has significant headroom with respect to its leverage target of

1.0 to 1.5 times. Accordingly, the Board will continue to pursue

investment opportunities, both organic and inorganic, and

actively review its options for further share buybacks throughout

2026.

Governance and the Board

Companies today are rightly judged not only by their financial

performance but also by their integrity and trustworthiness.

As Chair, one of my key responsibilities is to ensure the highest

standards of governance across the Group. I am fortunate to be

strongly supported in this by my fellow Board members and by

our General Counsel & Company Secretary, whose collective skills

and experience complement the talents of our management

teams.

The Board conducted a Board evaluation within the Company

in the final quarter of 2025. Further details of the evaluation are

set out within the Corporate Governance Report on page81.

The 2025 evaluation concluded that the performance of the

Board and its Committees continued to be effective in dealing

with both day-to-day and ongoing strategic issues and that the

Board and Committee structure ensured that the governance

requirements of the business were met. Overall, the feedback

from Board members was positive, indicating a desire to

continue the Board’s focus in 2026, primarily, on: strategic

development and succession planning; whilst effectively

exploiting the growth opportunities that are available to

the Group; delivering on the Group’s sustainability aims; and

continuing to develop and encourage our people.

The Chief Executive Officer and Chief Financial Officer engage

regularly with institutional investors to discuss the Group’s

strategy and present its financial results. As in previous years,

I met with a number of our major Shareholders during the

year to gain a fuller understanding of their perspectives and

to provide an opportunity for dialogue outside the Company’s

normal investor relations programme. I intend to continue this

engagement in 2026.

In 2025, I also led a consultation with major Shareholders in

advance of the Company’s proposed transition from AIM to the

Main Market. This process reflected the Board’s commitment to

meaningful Shareholder engagement and ensured that investor

feedback was carefully considered and informed the Board’s

decision to proceed with the transition to the Main Market. We

were pleased to welcome new Shareholders to the register,

replacing those investors whose mandates did not permit

continued investment following the move to the Main Market,

and were encouraged by the support of existing Shareholders

who have increased their holdings since the transition.

Sustainability

We strongly believe that embedding a best-in-class

sustainability programme throughout our operations will help

position us as a leader in responding to the challenges faced

by the textile services industry and prove to be a differentiator

for our customers. Following the launch of ‘The Johnsons Way’,

our group-wide approach to sustainability, we continue to

make excellent progress, refining and executing our strategy

around the four ‘Pillars’ of ‘Our Family’, ‘Our World’, ‘Our Integrity’

and ‘Our Communities’, publishing our fourth Sustainability

Report and achieving a Silver Medal in our inaugural EcoVadis

rating assessment. Further details are set out in the report on

Sustainability on pages 28 to 49.

Summary and Outlook

Looking ahead, we are confident in the Group’s ability to

continue expanding both organically and through disciplined

incremental and strategic acquisitions, driving further revenue

and profit growth, enhancing operational efficiency, and

delivering sustainable returns to shareholders. While we remain

mindful of global economic and geopolitical uncertainties, our

scale, strategic focus, and commitment to operational excellence

– supported by ongoing investment in our people – provide a

strong platform for future success. As we move into 2026, whilst

we are mindful of the current economic uncertainty, particularly

the impact of significantly increased labour and premises costs

on some of our end customers, we expect to deliver another year

of growth across the Group.

Jock Lennox

Non-Executive Chair

2 March 2026

12 Johnson Service Group PLC 2025 Annual Report & Accounts

The Strategic Report

The Strategic Report comprises the Group Overview and

Highlights, the Chair’s Statement, the Strategic Review,

Our Commitment to Section 172(1), the Chief Executive’s

Operating Review, the Financial Review, the report on

Sustainability (including the Group Non-Financial and

Sustainability Information Statement) and the Principal

Risks and Uncertainties.

Principal Activities and Business

Overview

Johnson Service Group PLC (the ‘Company’) is incorporated

and domiciled in the UK, its registered number is 523335

and the address of its registered office is Johnson House,

Abbots Park, Monks Way, Preston Brook, Cheshire, WA7

3GH. The Company is a public limited company and, with

effect from 1 August 2025, has all of its ordinary shares

admitted to the Equity Shares (Commercial Companies)

Category of the Official List of the Financial Conduct

Authority and London Stock Exchange plc’s Main Market

for listed securities, having previously had all of its

ordinary shares listed and admitted to trading on the AIM

division of the London Stock Exchange.

The Company and its subsidiaries (together, the ‘Group’)

provide textile rental and related services to the Hotel,

Restaurant and Catering (‘HORECA’) and Workwear

sectors throughout the UK and Republic of Ireland.

Within our HORECA division, ‘Johnsons Hotel Linen’, our

high-volume linen business, primarily serves group and

independent large hotel customers, ‘Johnsons Hotel,

Restaurant and Catering Linen’ provides premium linen

services to restaurant, hospitality and corporate event

customers whilst ‘Johnsons Luxury Linen’ provides bespoke

linen predominantly to four- and five-star luxury hotels.

Also, within HORECA, ‘Johnsons Ireland’ serves both

hospitality and healthcare customers. Our Workwear

division comprises solely of ‘Johnsons Workwear’, which

predominantly provides workwear rental, protective wear

and laundry services to UK businesses across a wide range

of sectors including food manufacturing and industrial.

Strategic

Review

12 Johnson Service Group PLC 2025 Annual Report & Accounts

Shareholder

Information

Company Financial

Statements

Group Financial

Statements

Corporate

Governance

Strategic

Report

Our Purpose

Our purpose sets out why

we do what we do:

We do our job, so our customers can do theirs

Our purpose is to be an exceptional textile services provider to thousands of businesses every day, delivering

sustainable growth and value to all our stakeholders.

Our Vision

Our vision sets out where

we want to be:

We want to be number one

Our vision is to be recognised as the home of exceptional quality and sustainable textile services, where our people

are integral to our success and where we lead the industry, setting the standards against which others aspire to.

Our Mission

Our mission sets out what

we do and how it will

contribute to achieving our

vision:

We do textile services

Our mission is to provide valuable textiles services by building strong partnerships with our customers and

providing exceptional service, quality products and technology enabled sustainable innovation that shapes the

future of our industry.

Our Values

Our values set out what we

collectively believe in and

guide our behaviours – they

act as our moral compass

as a company:

Delivering exceptional service

• We take pride in providing a professional, efficient, reliable and friendly service to our customers.

• We are committed to disciplined management of our operations to deliver consistent standards of exceptional

quality and to provide a service that our customers can trust.

Championing our people

• We embody a culture that recognises and respects the diversity and contribution of all our people and where

everyone feels valued.

• We promote a work environment where the health, safety and wellbeing of our people is a priority and which

provides opportunities and support for everyone to grow and succeed.

Caring for our environment

• We care about our impact on the environment and consider ways to protect and enhance it.

• We minimise the use of natural resources where possible and make sustainable purchasing choices so that we

can leave a positive legacy.

Acting in a responsible way

• Operating from a resilient financial platform, we act with professionalism, integrity and the highest ethical

standards in everything that we do.

• We expect all our relationships to be based on honesty, respect, fairness and a commitment to openness and

transparency.

Supporting our communities

• We collaborate with our neighbours and wider communities to create strong, long-lasting relationships.

• We take part in programmes and activities that directly and indirectly support our communities to grow and

thrive.

Further information covering the activities of the business during the year are set out within the Chair’s Statement and the

Chief Executive’s Operating Review.

Shareholder

Information

Company Financial

Statements

Group Financial

Statements

Corporate

Governance

Strategic

Report

Our Business Model and Strategy

The Board’s strategy has been to focus the Group on our

core businesses, increase the scale of our business both

organically and through targeted strategic and ‘bolt-on’

acquisitions and to be the market leader in textile services in

all geographies in which we operate.

The Group’s business model, which supports this strategy and

aims to increase both profitability and shareholder value,

focuses on delivering exceptional customer service across all

of our businesses in order to increase customer satisfaction

and loyalty and attract new customers.

Like many businesses, we continue to operate against

a backdrop of external cost pressures including those

stemming from the challenging macroeconomic environment

and the well-documented inflationary and operating

pressures within the hospitality sector. However, in the

ordinary course our business model seeks to generate

efficiencies in order to mitigate those pressures and to allow

us to maintain divisional margin over the medium term. Such

efficiencies include:

• investing in the latest machinery technology in order to

increase capacity and productivity whilst at the same

time reducing energy costs and water consumption;

• taking advantage of operational synergies, for example,

redistributing the processing of customer work across

our estate of sites in order to take advantage of reduced

distribution costs;

• in alignment with our approach towards a circular

economy, identifying opportunities for end-of-life textile

management, including exploring new technologies and

partnerships to help develop innovative solutions for

textile recycling; and

• diligently and proactively managing our cost base.

Key to this is our biggest asset, our highly capable employees,

who are the face of our business. The investment we make

in the training and development of our employees supports

our business model and we seek the views and opinions of

employees, at all levels, to continuously develop the way we

operate such that we support our people and the operations

of the Group.

The scale and geographic coverage of our business, together

with our focus on customer service, cost control, sustainability

and efficiencies, give us a competitive advantage. We

can provide our customers with the best value in terms of

quality, cost and service and this helps drive long term and

sustainable organic revenue growth.

We continue to identify opportunities to grow the business

organically and actively pursue strategic and ‘bolt-on’

acquisition opportunities which will broaden our services

and geographic spread, add value for Shareholders and

complement our position as a market leader in textile

services.

Customer

Service

Cost

Management

Sustainability

Organic

Growth

Strategic

Acquisitions

Targeted

Investment

Operational

Synergies

14 Johnson Service Group PLC 2025 Annual Report & Accounts

Strategic Review

Continued >

Shareholder

Information

Company Financial

Statements

Group Financial

Statements

Corporate

Governance

Strategic

Report

Key Performance Indicators (KPIs)

The Group refers to certain KPIs to assess the performance of the

Group as a whole, and of the various businesses. Further details

of the KPIs are set out within the Financial Review.

Viability Statement

The Board is acutely aware that an understanding of the future

prospects of the Group is of vital importance to all stakeholders

and, as such, a statement, on behalf of the Board, is set out below

on the future prospects of the Group.

“The Directors confirm that, based upon the information and

knowledge of which they can be reasonably expected to be

aware, they have a reasonable expectation that the Group will

be able to continue in operation and meet its liabilities as they

fall due for a period of not less than 36 months from the balance

sheet date.”

The Directors acknowledge the heightened uncertainty of

the Group’s strategic plans in the current macro-economic

environment and, as a result, have considered a range of

different scenarios. Financial forecasts are reviewed and

approved by the Board, with involvement throughout from the

Group CEO, Group CFO and the Group Management Board. Part

of the Board’s role is to consider the appropriateness of key

assumptions, considering the external environment, business

strategy and business model of the Group.

Whilst the Directors expect the future prospects of the Group

to extend beyond the 36-month period referred to above, this

period has been selected, for the purpose of this statement, as:

• it is concurrent with the most recently available financial

modelling for the Group;

• the situation with respect to the UK and ROI current macro-

economic environment remains uncertain and is likely to

continue impacting the Group in the medium term;

• it is consistent with the average contract life of key

customers, which provide stable revenue streams, being

approximately 36 months;

• the Group’s committed banking facilities, which are due to

expire in August 2027, are expected to be refinanced with

existing lenders for a tenure extending to at least the end of

the 36-month period referred to above; and

• projections looking out further than 36 months become

significantly less meaningful in the context of the Group’s

operations and markets.

The Directors have a reasonable expectation, having taken into

consideration the principal risks and uncertainties facing the

Group (as set out on pages 50 to 56) and, inter alia, the points set

out below, that the trading performance and cash generation of

the Group will not be materially adversely affected within that

time frame, as:

• our diversified customer base, the majority of which have a

formal contract in place with varying expiry dates of up to

five years, provides a secure future income stream whilst at

the same time ensuring that the loss of any single customer

would not materially impact the Group’s future trading

performance and cash flows;

• the diverse and unrelated nature of the Group’s customer

base limits concentration of credit risk;

• the Group has prepared financial modelling, covering

a three-year period, which has been approved by the

Board. Prior to approving the financial modelling, the

Board reviewed, challenged and stress tested the financial

projections and assumptions contained within the forecasts.

The stress tests were designed to determine the performance

level that would result in a reduction in headroom against

the Group’s committed facilities to nil or a breach of

covenants. The Directors did not consider such a reduction

in performance to be likely and hence were able to conclude

that there were no indications of a significant threat to the

future prospects of the Group;

• the Group continuously strives to seek out and invest in plant

and equipment that will help drive operational efficiencies;

• a significant number of the Group’s key processing sites are

owned on either a freehold or long leasehold basis thereby

providing security of tenure;

• the wide geographic spread of processing sites mitigates

the effect of a loss of any single processing facility (as

demonstrated during 2020, following serious fire damage

at one of our sites and flood damage at another of our

sites, and, more recently, in 2025, following a fire at a small

industrial workwear processing unit) and, furthermore,

appropriate insurance cover is in place such that the

increased cost of working following a loss of processing

capacity may, in some circumstances, be recovered; and

• the Group continuously reviews the adequacy and strength

of its management teams to ensure that appropriate

experience and training is given and develops succession

planning as part of the development programmes for our

people.

Although the Board is confident of the future prospects of the

Group, there remain a number of risks and uncertainties, which

are often beyond the control of the Directors, which could mean

that actual results and events may differ from those budgeted.

Strategic Report Approval

The Strategic Report, outlined on pages 6 to 56, incorporates

the Group Overview and Highlights, the Chair’s Statement,

the Strategic Review, Our Commitment to Section 172(1), the

Chief Executive’s Operating Review, the Financial Review, the

report on Sustainability (including the Group Non-Financial and

Sustainability Information Statement) and the Principal Risks

and Uncertainties.

The Strategic Report was approved by the Board on 2 March

2026.

By order of the Board.

Christopher Clarkson

Company Secretary

2 March 2026

16 Johnson Service Group PLC 2025 Annual Report & Accounts

Our Commitment to Section 172(1)

Our Stakeholders

The success of our strategy is reliant on the support and commitment of all our stakeholders. Their interests are important to us

and we are committed to maintaining strong, positive relationships with them, built on a foundation of mutual respect, trust and

understanding. Our key stakeholders are our people, the communities in which we do business, our customers, our suppliers, our

shareholders, non-government organisations as well as Government organisations and regulators. We work hard to ensure that

we provide the right resources, energy and focus to meet the expectations of all of our stakeholders. The table below provides a

high-level overview of how we engage with our stakeholders. Further details are then provided within the report on Sustainability

on pages 28 to 49.

Description Areas of focus Why we engage How we engage

People Our employees who

work in our business

health and wellbeing

diversity and inclusion

recognition and careers

remuneration

Our people are at the heart

of our business and key to our

ongoing success. We want our

people to thrive in a fair and

inclusive work environment.

There are many ways we engage,

including engagement surveys,

employee focus groups, site

meetings, internal social media

and newsletters.

Communities The people who live in

the local communities

around our sites and

operations

fair employment and equal

opportunities

local causes and issues

health and wellbeing

To build trust by operating

responsibly and sustainably

and addressing issues

that are material to our

communities. To provide

employment opportunities to

local people to help support

the community.

We operate many local

employment programmes to

recruit and develop people to

work in our sites. We partner

with charities and organisations

to raise awareness and donate

funds to help local causes.

Customers The businesses and

organisations to

whom we provide

goods and services

working within defined

sectors, we provide solutions

to match specific market and

customer requirements

sustainable customer

relationship initiatives

technology and innovation

to support customer

requirements

By understanding what is

important to our customers,

we ensure that our services

are tailored to support their

individual business objectives.

We aim to have open and

transparent relationships

that are based on honesty

and respect. We conduct

independent customer surveys

which measure satisfaction

levels.

Suppliers Our trusted partners

who source and

supply products and

services to us

workplace health and safety

supply chain integrity

human rights

sustainable products

To develop mutually beneficial

and lasting partnerships

aimed at addressing shared

challenges in responsible

and sustainable sourcing and

to communicate our supply

chain standards, expectations

and commitments.

We regularly communicate

with our suppliers and we

have also hosted multi-

supplier conferences. We

aim to pay suppliers within

agreed contractual terms

and endeavour to work in a

collaborative manner with them

in order to resolve any disputes

that may arise.

Shareholders Individuals or

institutions

that own shares in

Johnson Service

Group PLC

financial performance

competitive positioning

strategy and outlook

ethical business practices

and sound governance

leadership and succession

planning

debt and liquidity

sustainability

Our philosophy is to engage in

regular, open and transparent

dialogue with our existing

and prospective shareholders.

We value their thoughts

and opinions which are

shared with the Board. The

Board reviews the feedback

and, where relevant, takes

appropriate actions to

address any concerns.

We engage with our existing

investors through one-to-one and

group meetings, presentations,

conference calls and at our AGM.

The Group CEO, Group CFO and

Chair dedicate significant time

to engaging with our major

shareholders.

Non-

Governmental

Organisations

(NGOs)

NGOs support us

with knowledge

and expertise on

key industrial, social,

environmental and

economic issues

human rights

climate change

social issues

To ensure we stay up to date

and develop effective action

plans so we can have a

positive impact on key social,

environmental and economic

issues.

We engage with NGOs through

regular communications,

interactions and meetings

as well as through industry

association memberships and at

forums and conferences.

Government

& Regulators

Regional and

national government

bodies and agencies

which implement and

enforce applicable

laws across our

industry

public health policies

workplace health and safety

human rights

climate change

legal and regulatory

compliance

To communicate our views to

those who have responsibility

for implementing policy, laws

and regulations relevant to

our businesses.

We engage through a series of

industry consultations, forums

and conferences.

Shareholder

Information

Company Financial

Statements

Group Financial

Statements

Corporate

Governance

Strategic

Report

Our Commitment to Section 172(1)

Section 172(1) Statement – Duty to Promote

the Success of the Company

Section 172(1) of the Companies Act 2006 (the ‘Act’) requires the

directors of a company to act in a way that they consider, in

good faith, would be most likely to promote the success of the

company for the benefit of its members as a whole, and in doing

so have regard (amongst other matters) to:

a) the likely consequences of any decision in the long term;

b) the interests of the company’s employees;

c) the need to foster the company’s business relationships with

suppliers, customers and others;

d) the impact of the company’s operations on the community

and the environment;

e) the desirability of the company maintaining a reputation for

high standards of business conduct; and

f) the need to act fairly between members of the company.

As part of their induction, a Director is briefed on their duties

and they can access professional guidance on these, either

from the Company Secretary or, if they judge it necessary, from

an independent adviser. In addition, the Company’s financial

adviser and external lawyers are available to the Board to

provide training updates on directors’ duties and any relevant

legislative changes.

The Board confirms that, during the year, the Board and its

individual members have acted in a way that would be most

likely to promote the success of the Company, for the benefit

of its members as a whole, in the decisions made by the Board

during the year. The Directors confirm that the deliberations of

the Board, which underpin its decisions, incorporate appropriate

regard to the matters detailed in section 172(1) of the Companies

Act 2006. During the year, the Board considered information

from across the Group’s businesses and received presentations

from management, reviewed papers and reports and took part

in discussions which considered, where relevant, the impact of

the Company’s activities on its key stakeholders. These activities,

together with direct engagement by the Board and individual

Directors with the Company’s stakeholders, helped to inform the

Board in its decision-making processes.

Further details as to how the Directors have fulfilled their duties,

together with references to relevant areas within this Annual

Report, are set out below. Specific examples of how the Board

considered the interests of stakeholders in its principal decision-

making are provided on pages 74 to 75.

The Board acknowledges that balancing the needs and

expectations of stakeholders is important, but it often has to

make difficult decisions based on competing priorities where the

outcome of any decision it makes will not necessarily result in a

positive outcome for all of the Group’s stakeholders. Decisions

are not taken lightly and the decision-making process has

been structured to enable directors to evaluate the merit of

proposed business activities and the likely consequences of its

decisions over the short, medium and long term, with the aim of

safeguarding the Company so that it can continue in existence,

fulfilling its purpose and creating value for future generations of

stakeholders. By considering the Company’s purpose, vision and

values, together with its strategic priorities and having a process

in place for decision-making the Board does, however, aim to

make sure that its decisions are consistent and predictable.

Risk Management

It is vital that we effectively identify, evaluate, manage and

mitigate the risks we face as a business. For details of our

principal risks and uncertainties, and how we manage our risk

environment, please see pages 50 to 56. The Board is also aware

that an understanding of the future prospects of the Group is

of vital importance to all stakeholders – a statement as such,

together with further explanatory information, is set out within

our Viability Statement.

Our Employees

The Group is committed to being a responsible employer. For

our business to succeed we need to manage our people’s

performance and develop and bring through talent while

ensuring we operate as efficiently as possible. We recognise

that our people are key to the success of the Group and we

value the contribution of each and every one of our employees.

We strive to create an inspiring working environment where

everyone is engaged and motivated. We must also ensure we

share common values that inform and guide our behaviour

so we achieve our goals in the right way. The Board receives

updates on key elements of the people strategy which provides

insight into a variety of areas including culture, diversity and

inclusion, succession planning, future capabilities and employee

engagement. For further details on our employees and equality,

diversity and inclusion initiatives within the Group, please see

pages36 to 37.

Business Relationships

Our strategy prioritises growth, both organically and through

acquisition. Organic growth is driven through up-selling services

to existing clients as well as bringing new customers into the

Group. To do this, we need to develop and maintain strong

customer relationships. We value all of our suppliers and have

multi-year contracts with our key suppliers. For further details

on how we work with our customers and suppliers, please see

pages40 to 41.

Community and Environment

The Group’s approach is to use our position of strength to create

positive change for the people and communities with which we

interact, giving back wherever we can. We want to leverage our

expertise and enable our people to support the communities

around us. We recognise our responsibilities to achieve good

environmental practice and to continue to strive for improvement

in areas of environmental impact. We are committed to

energy efficiency improvement and continue to take steps in a

continuous improvement strategy. For further details on how

we interact with communities and the environment, please see

pages32 to 35 and pages 38 to 39.

Culture and Values

The Board recognises the importance of having the right

corporate culture. Our long-term success depends on achieving

our strategic goals in the right way, so we look after the best

interests of our employees, customers and other stakeholders.

Further details on our purpose, mission, vision and values are

set out on page 13 whilst details of our corporate culture can be

found on page 65.

Shareholders

The Board is committed to openly engaging with our

Shareholders, as we recognise the importance of a continuing

effective dialogue, whether with major institutional investors,

private or employee Shareholders. It is important to us that

Shareholders understand our strategy and objectives, so these

must be explained clearly, feedback heard and any issues or

questions raised, properly considered. For further details on how

we engage with our Shareholders, see pages 75 to 76.

Chief Executive’s

Operating

Review

“…the Board expects

to deliver another year

of growth across the

Group and we remain on

track towards achieving

our targeted adjusted

operating margin of at

least 14.0% in 2026.”

Peter Egan

Chief Executive Officer

Basis of Preparation

Throughout this statement, and consistent with

prior years, a number of alternative performance

measures (‘APMs’) are used to describe the Group’s

performance. APMs are not recognised under

UK-adopted international accounting standards.

Whilst the Board uses APMs to manage and assess

the performance of the Group, and believes they

are representative of underlying trading, facilitate

meaningful year on year comparisons and hence

provide useful information to stakeholders, it

is cognisant that they do have limitations and

should not be regarded as a complete picture of

the Group’s financial performance. APMs, which

include adjusted operating profit, adjusted

profit before taxation, adjusted EBITDA, adjusted

earnings per share, adjusted diluted earnings

per share and net debt excluding IFRS 16 lease

liabilities, are defined within note 1 (Basis of

Preparation) and are reconciled to statutory

reporting measures in notes 2, 5, 8 and 17 of the

Financial Statements.

Financial Overview

Financial Results

Total revenue for the year increased by £22.0

million, or 4.3%, to £535.4 million (2024: £513.4

million). Whilst price increase and renewal

discussions continued to be challenging during

2025, we remain focused on delivering excellent

service which is commensurate with our pricing

levels. On an organic basis, revenue in HORECA

increased by 1.0% over 2024 and Workwear

increased by 2.4%.

18 Johnson Service Group PLC 2025 Annual Report & Accounts18 Johnson Service Group PLC 2025 Annual Report & Accounts18 Johnson Service Group PLC 2025 Annual Report & Accounts

Shareholder

Information

Company Financial

Statements

Group Financial

Statements

Corporate

Governance

Strategic

Report

We have continued to proactively manage ongoing input cost

inflation pressures, particularly in relation to labour following the

significant increases to UK National Insurance, the UK National

Living Wage and, within the Republic of Ireland, the National

Minimum Wage, through a combination of price increases

and capital investment, which delivers increased operational

efficiencies and lowers energy and water usage. Energy, as a

percentage of revenue, has continued to reduce but remains a

higher cost than has been experienced historically. Our stated

policy of proactively forward fixing energy prices for the coming

months to obtain and manage some degree of certainty over the

cost of supply is being maintained, giving us visibility of a further

reduction, as a percentage of revenue, in 2026. Labour costs, as a

percentage of revenue, are expected to remain relatively stable

into 2026.

Adjusted operating profit increased by 16.4% to £72.5 million

(2024: £62.3 million) whilst adjusted operating profit margin

improved by 140 basis points to 13.5% (2024: 12.1%), reflecting

strong operational control and the benefit of efficiencies through

our targeted investment in the business.

Adjusted EBITDA increased by 9.3% to £166.8 million (2024:

£152.6 million) giving an increased margin of 31.2% (2024: 29.7%).

Adjusted profit before taxation increased by 17.7% to £64.5 million

(2024: £54.8 million).

The exceptional charge of £6.0 million (2024: £0.4 million)

represents £1.7 million of costs in relation to our move to the Main

Market, £3.4 million of reorganisation costs, including £1.4 million

relating to the closure of our Lancaster Workwear site, £0.5

million in relation to business acquisition activity and £0.4 million

of costs incurred in respect of the fire at the Bristol Workwear

site.

Statutory operating profit increased to £58.8 million (2024: £54.7

million) whilst statutory profit before taxation, after amortisation

of intangible assets (excluding software amortisation) of £7.7

million (2024: £7.2 million) and the exceptional items referred to

above, increased to £50.8 million (2024: £47.2 million).

Adjusted diluted earnings per share increased by 19.8% to 12.1

pence (2024: 10.1 pence).

Dividends

An interim dividend of 1.6 pence (2024: 1.3 pence) per share was

declared at the time of announcing our interim results. We are

pleased to recommend a final dividend of 3.2 pence per share,

taking the full year dividend to 4.8 pence (2024: 4.0 pence) per

share. This year-on-year increase of 20.0% reflects the Board’s

confidence in the future performance of the Group. Dividend

cover remains at 2.5 times.

Share Buyback Programme

In the period since September 2022, we have returned £90.3

million to Shareholders through share buyback programmes. In

line with our capital allocation policy, the Board will continue to

actively review its options on further share buybacks throughout

2026, taking into account the cash generation profile of the

Group and the level of headroom available under its committed

bank facilities. Further details are set out within the Financial

Review.

Operational Review

Our Businesses

The Group provides textile rental and related services

throughout the UK and Republic of Ireland.

Within our Hotel, Restaurant and Catering (‘HORECA’) division,

‘Johnsons Hotel Linen’, our high-volume linen business, primarily

serves group and independent large hotel customers, ‘Johnsons

Hotel, Restaurant and Catering Linen’ provides premium

linen services to restaurant, hospitality and corporate event

customers whilst ‘Johnsons Luxury Linen’ provides bespoke

linen predominantly to four and five-star luxury hotels. Also,

within HORECA, ‘Johnsons Ireland’ serves both hospitality and

healthcare customers. Our Workwear division comprises solely of

‘Johnsons Workwear’, which predominantly provides workwear

rental, protective wear and laundry services to UK businesses

across a wide range of sectors including food manufacturing

and industrial.

The impact of significantly increased labour and premises costs

is being felt by some of our end customers, particularly within

the hospitality market, making price increases and renewals

more challenging. Whilst the market remains competitive, we

remain focused on consistently delivering excellent service that

aligns with our pricing levels and investing in our estate to drive

continued operational efficiencies.

Energy Cost Management

Energy costs (comprising gas, electricity and fuel) have remained

elevated throughout the year and continue to be so. Costs

for 2025 represented 7.4% of revenue, a reduction from 8.8% of

revenue in 2024 but significantly higher than in 2019 where the

cost was 6.2% of revenue.

20 Johnson Service Group PLC 2025 Annual Report & Accounts

production efficiencies resulting from more predictable volumes

and the benefits of capital investment together with lower

energy costs. Adjusted EBITDA for the year increased to £122.9

million (2024: £110.5 million) with an improved margin of 31.5%

(2024: 29.8%).

Johnsons Hotel Linen

Volumes within Johnsons Hotel Linen were in line with our

expectations, with new business coming from a combination of

successful sales team activity and new build hotels or extensions

with existing customers. We remain easy to do business with

and continue to provide solutions to customers’ challenges, with

excellent on time and in full service levels. Installations of new

business continued to be well organised and efficient, often with

very short lead times, and our externally facilitated customer

satisfaction survey resulted in a high score of 88%, similar to

the prior year. We received excellent feedback relating to our

service team’s partnership approach and they continue to build

excellent customer relationships. Testament to our reputation

for delivering excellent service levels, in 2025 Johnsons Hotel

Linen agreed a five-year contract renewal with one of its largest

customers.

As in previous years, capital investment focused on driving

operational efficiency and increasing capacity whilst reducing

our carbon emissions. At Edinburgh and Pwllheli, we replaced

sorting systems and automatic dryers whilst our Reading,

Chester and Cardiff sites benefitted from the installation of

new boilers and the replacement of older ironers for newer

models. A number of stand-alone washing machines were also

upgraded across the estate and we have continued to invest in

our vehicle fleet, resulting in excellent reliability and a reduction

in emissions.

As part of continually improving our sustainability credentials,

plastic wrapping of clean, delivered product has been removed

from our Birmingham, Chester, Clacton and Pwllheli sites. Instead,

linen is now delivered in reusable, washable bags which can also

be used for linen storage at customers’ premises. Roll out across

the estate will continue in 2026.

Johnsons Hotel, Restaurant and Catering Linen

Against a difficult hospitality market backdrop, the effect of

significantly increased business costs has particularly impacted

some of the customers served by Johnsons Hotel, Restaurant

For many years, our policy in

the UK has been to fix energy

prices on a rolling basis, building

a position so that the upcoming

months are largely fixed. This

provides certainty but also means

that costs do not immediately reflect

falls, or increases, in spot prices. We have

continued this policy of proactively fixing

energy prices and, as at the end of February 2026,

we had fixed some 90% of our anticipated electricity usage and

some 95% of our anticipated gas usage for the first half of 2026

and approximately 75% and 85%, respectively, for the second half

of 2026. In addition, we have hedged approximately 70% of our

anticipated diesel requirement across 2026.

Looking further ahead, we currently have, based on our

anticipated usage, approximately 55% electricity and

approximately 70% gas at fixed prices for 2027, with reducing

amounts into 2028 and 2029, and will continue to lock in prices as

opportunities allow.

Labour

Labour remains the biggest cost of our operations. In the year to

31 December 2025 labour, as a percentage of revenue, increased

140 basis points to 46.0%, significantly higher than the 44.6%

in the year to 31 December 2024 and the 43.0% in the year to 31

December 2019.

The higher percentage above is reflective of increases in

National Minimum Wage and Pay Related Social Insurance

in January 2025 in the Republic of Ireland and increases in

the National Living Wage and National Insurance in the UK in

April 2025. The annualised impact of the increase in employer

National Insurance contributions in the UK alone is some £6.0

million, which we have mitigated and managed through price

increases, operational efficiencies and other measures. Labour

costs, as a percentage of revenue, are expected to remain

relatively stable into 2026.

HORECA Division

Revenue within HORECA increased to £389.8 million (2024:

£371.2 million) whilst adjusted operating profit increased to

£59.8 million (2024: £49.4 million), giving a margin of 15.3% (2024:

13.3%). This significant increase in profitability reflects, in part,

Chief Executive’s Operating Review

Continued >

and Catering Linen, with price increases and renewals becoming

more challenging. In addition, whilst new sales activity has

remained broadly consistent with prior periods, market churn,

particularly within the independent hotel and restaurant sector,

has increased in recent months, resulting in a decline in volumes

in some regions.

Whilst the market remains competitive, we are focused

on continuing to deliver an excellent level of service to our

customers, as reflected in our annual customer survey results

where an improved overall score of 89% was achieved, with

several sites achieving a world class score of over 90%.

The significant cost increases being experienced across UK

businesses are encouraging some of our smaller, independent

competitors to review their business strategy and, as a result, we

added customer contracts with an annualised revenue of some

£4.9 million to the division during 2025. We anticipate that further,

similar, opportunities will continue to arise.

Many of our existing customers located in London and the

Southeast region have now been successfully transferred

into our new Crawley site, which began processing in March

2025. This, in addition to new business wins, resulted in peak

processing volumes during the year building to some 50% of

capacity, in line with our expectations. The Crawley laundry

process is designed to consume significantly less energy than

a traditional laundry, provides significant water recycling

opportunities, utilises renewable energy sources and undertakes

deliveries using vehicles powered by HVO, which provides for a

significant reduction in vehicle emissions.

Investment in the wider estate has also continued, with

replacement boilers, water recycling systems, ironers and

garment finishing equipment having been installed across

several of our sites. All new investments have a pre-requisite to

reduce carbon emissions against our 2030 targets and improve

production efficiency.

Johnsons Luxury Linen

Johnsons Luxury Linen experienced strong volumes in 2025,

aided by both high retention levels and a number of high-profile

customer wins. The sales pipeline is encouraging and supports

our growth ambitions in securing additional five-star luxury hotel

customers.

The site in Tottenham, acquired in September 2024, has been

successfully integrated into the Group, with local management

now working collaboratively with colleagues in both Corsham

and across the wider Group, sharing knowledge, experience and

best practice methodologies.

Both sites have benefitted from strategic investment in plant

and equipment. In particular, the £1.3 million investment in plant

and machinery at our Corsham site at the end of 2024, which

increased processing capacity there by almost 20%, is now being

utilised as the site achieved record volumes and efficiencies

in 2025. Plans for increasing processing capacity are being

developed to further expand this part of our business.

Johnsons Ireland

The rollout of our Johnsons Ireland rebranding is now complete,

with Johnsons Celtic Linen in the south and Johnsons Belfast in

the north supplying customers across the entire island of Ireland.

Our vehicles and sites have been rebranded and we have

launched our new website.

In hospitality, volumes were as expected albeit with some

regional variations. Healthcare volumes have continued to rise,

with an increase in day procedures performed by hospitals.

Overall, our end markets remain competitive with any customer

attrition often due to the customer seeking pricing levels which

are not commensurate with the level of service we provide. We

continue to concentrate on our proven track record of providing

a high quality and reliable service to our customers, easy and

available access to our team and consistent communication.

Similar to the UK, increasing labour costs in the Republic of

Ireland remain a challenge following the 6.3% increase in

minimum wage and the increase in Pay-Related Social Insurance

(‘PRSI’), both of which were effective on 1 January 2025. As part of

the overall mitigation plan, we are working to continue improving

efficiencies and processes, helped by the capital investment

programme across the estate.

The capital investment of £6.3 million in Wexford and Naas, which

started in 2024, has been completed. This investment includes the

installation of a state-of-the-art sortation system, a high-speed

ironer line, a continuous batch washer system, additional drying

capacity and a new automated chemical dosing system. These

new pieces of equipment help to optimise washing throughput

and energy efficiency and have increased capacity in Wexford

Shareholder

Information

Company Financial

Statements

Group Financial

Statements

Corporate

Governance

Strategic

Report

Chief Executive’s Operating Review

Continued >

22 Johnson Service Group PLC 2025 Annual Report & Accounts

The relocation of operations from Lancaster to Manchester, and

the subsequent closure of the Lancaster site, was successfully

completed during the year with no disruption to service delivery.

The cost of the project was £1.4 million and has been charged to

exceptional costs.

At the end of June 2025, our small industrial workwear processing

unit in Bristol suffered a fire which rendered that part of the site

inoperable. Work continues to be processed at our sites in Exeter

and Treforest and, importantly, there has been no disruption to

customer service. Business interruption insurance is in place and

we expect to finalise the claim with insurers in 2026 however, a

£0.4 million charge has been recognised within exceptional items

during 2025.

Sustainability

The Board has overall responsibility for environmental and social

matters and we recognise our duty to stakeholders to operate

the business in an ethical and responsible manner. We remain

committed to further developing our environmental and social

responsibility agenda, recognising that it plays a major part in

leading and influencing our people and operations.

In June 2025, we published our fourth Sustainability Report which

set out the progress we have made and the targets we have set

ourselves. We have continued to build on the foundations of our

sustainability strategy with communication and involvement of

employees at all levels being a key focus.

Further details of our achievements during 2025 and our targets

for 2026, ongoing initiatives and actions for the future are set out

within the Sustainability Statement.

Employees

We place great importance on the contribution that each of our

employees make to the success of the Group. Our employees are

key in our ability to deliver customer service levels which exceed

our customers’ expectations. The Board would like to thank them

for their support and hard work during 2025.

Ensuring employees achieve their full potential remains a key

focus of the Group. Providing a range of training, education,

apprenticeship and development programmes for employees

allows them to take advantage of career progression

opportunities within the Group and helps to build a workforce for

the future.

by some 20% and in Naas

by some 40%. In addition to

installing new processing

equipment, we have also

upgraded employee welfare

facilities and offices.

Workwear Division

Revenue for the Workwear division

increased by 2.4% to £145.6 million (2024:

£142.2 million). Adjusted EBITDA was £52.1

million (2024: £49.4 million) with an increased

margin of 35.8% (2024: 34.7%). Adjusted operating profit was

£21.0 million (2024: £20.3 million), resulting in an improved margin

of 14.4% (2024: 14.3%), reflecting the implementation of price

increases throughout the year to offset input cost inflation.

Our sales team had a successful year in acquiring new business.

They have confidence in our ability to deliver excellent service

and focus on this when participating in new commercial

opportunities and tenders. Similarly, the service team secured

significant contract renewals with multiple key customers, often

identifying opportunities for expansion within those accounts.

Customer retention is now 94% (2024: 93%) and trending

towards historic levels, validating the strength of our customer

relationships, the consistent delivery of our service and our

responsiveness to evolving customer needs. The renewal rate

also reflects the effectiveness of our proactive engagement

strategy, built around personalised account management and

ongoing customer interaction.

The externally facilitated satisfaction survey for existing

customers saw us achieve a result of 84%, whilst the new

customer satisfaction survey achieved a robust score of almost

86%. These results reflect our commitment to delivering high

quality service, building trusted relationships and continually

improving the customer experience.

Capital expenditure in the year included investment in forty new

commercial vehicles, laundry processing equipment and boiler

systems at several sites, all of which help deliver operational

resilience and assist in reducing our carbon footprint.

Chief Executive’s Operating Review

Continued >

Shareholder

Information

Company Financial

Statements

Group Financial

Statements

Corporate

Governance

Strategic

Report

Employee engagement activity remains ongoing, supporting our

people and providing safe, clean and enjoyable environments to

work in. The scores from our employee engagement surveys were

outstanding, reflecting the commitment and enthusiasm of our

employees across all of our operating locations.

Board Changes

As previously announced, Ryan Govender was appointed to the

Board as Chief Financial Officer (‘CFO’) in succession to Yvonne

Monaghan, with effect from 1 October 2025. Yvonne retired from

the Board on the same date, having served seventeen years as

CFO. The Board would like to thank Yvonne for her significant

input and unwavering support during her time with the Group.

As separately announced, Lysanne Gray will join the Board as

an Independent Non-Executive Director with effect from 1 June

2026 and will succeed Chris Girling as Audit Committee Chair

following the announcement of the Group’s interim results for the

six-month period ended 30 June 2026. In addition, Nicola Keach,

who has served as an Independent Non-Executive Director of

the Company since June 2022, will succeed Chris Girling as Senior

Independent Director with effect from 1 June 2026. Chris will

continue to serve as an Independent Non-Executive Director until

he steps down and retires from the Board on 31 December 2026.

Forthcoming Investor Activities

We are committed to clearly communicating our strategy

and activities to our stakeholders, in order that they receive

a balanced and complete view of our performance. An audio

recording of the sell-side analysts’ meeting, which was on

3March 2026, will be made available on the Group’s website

(www.jsg.com).

Outlook

Our successful admission to the Main Market in August 2025

marks a significant milestone in our growth journey. The move

reflects our confidence in the Group’s future, our commitment to

delivering long-term value for all stakeholders and positions us

well for the next phase of growth.

We have entered 2026 as a strongly invested business with a

resilient business model and a proven ability to navigate periods

of economic uncertainty. Whilst the challenges created by the

significantly increased cost of labour in both the UK and the

Republic of Ireland remain difficult to predict, in part due to the

impact on customer behaviour, we remain focused on delivering

excellent service which is commensurate with our pricing levels.

Our scale and depth of expertise give us the capability not only

to mitigate potential challenges through continued operational

efficiencies and disciplined cost management, but also to move

decisively when appropriate opportunities arise.

We have continued to fix a proportion of our future energy costs

and improve the efficiency of our sites to help offset cost inflation

and stabilise our cost base and we are continuing to engage

with our customers regarding the pricing of our services as we

advance through 2026. New sales across the business are a focus,

particularly in the regions where we have added capacity.

We have a strong balance sheet and a highly cash generative

model, so are well placed to capitalise on appropriate

opportunities as they arise. We are continuing to focus on

expanding the Group through targeted investment in our existing

sites and identifying further earnings enhancing opportunities

to deploy capital. In line with our capital allocation policy, the

Board will continue to actively review its options on further share

buybacks throughout 2026.

Entering 2026, the regional and sector variations in HORECA

volumes experienced in 2025 continued. Notwithstanding this,

and recognising normal seasonality driving stronger trading

over the summer months, the Board expects to deliver another

year of growth across the Group and we remain on track towards

achieving our targeted adjusted operating margin of at least

14.0% in 2026.

Peter Egan

Chief Executive Officer

2 March 2026

Chief Executive’s Operating Review

Continued >

Financial Results

Total revenue for the year to 31 December 2025 increased 4.3% to £535.4 million (2024: £513.4 million).

Adjusted EBITDA was £166.8 million (2024: £152.6 million) giving an improved margin of 31.2% (2024: 29.7%) and, in-line with our

expectations, improving from the 29.3% margin achieved in the first half of 2025.

Segmental revenue, adjusted operating profit and adjusted operating profit margin are as follows:

2025 2024

Revenue

£m

Adjusted

Operating

Profit

£m

Margin

Revenue

£m

Adjusted

Operating

Profit

£m

Margin

HORECA 389.8 59.8 15.3 371.2 49.4 13.3

Workwear 145.6 21.0 14.4 142.2 20.3 14.3

Central Costs – (8.3) – – (7.4) –

Group 535.4 72.5 13.5 513.4 62.3 12.1

Financial

Review

”…the Group remains well funded,

is highly cash generative and has

significant headroom with respect

to its leverage target of 1.0 to

1.5times. Accordingly, the Board

will continue to pursue investment

opportunities, both organic and

inorganic, and actively review its

options on further share buybacks

throughout 2026.“

Ryan Govender

Chief Financial Officer

Johnson Service Group PLC 2025 Annual Report & Accounts

Shareholder

Information

Company Financial

Statements

Group Financial

Statements

Corporate

Governance

Strategic

Report

Statutory operating profit was £58.8 million (2024: £54.7 million)

whilst adjusted operating profit, which increased by 16.4%, was in

line with market consensus at £72.5 million (2024: £62.3 million).

The total finance cost increased to £8.0 million (2024: £7.5 million)

and included £5.6 million (2024: £5.2 million) of bank interest, £2.6

million (2024: £2.3 million) of interest in respect of IFRS 16 lease

liabilities and a credit of £0.2 million (2024: £nil) in respect of

notional interest on pension liabilities.

The exceptional charge of £6.0 million (2024: £0.4 million)

represents £0.5 million in relation to business acquisition activity,

£3.4 million of reorganisation costs, including £1.4 million relating

to the closure of our Lancaster Workwear site, £1.7 million of costs

in relation to the Company’s ordinary shares being admitted

to the Equity Shares (Commercial Companies) Category of the

Official List of the Financial Conduct Authority and to trading on

the Main Market of the London Stock Exchange and £0.4 million

of costs incurred relating to the fire at the Bristol Workwear site.

Adjusted profit before taxation was £64.5 million (2024: £54.8

million) whilst statutory profit before taxation, after amortisation

of intangible assets (excluding software amortisation) of £7.7

million (2024: £7.2 million) and the exceptional charge outlined

above, was £50.8 million (2024: £47.2 million).

Adjusted diluted earnings per share increased by 19.8% to 12.1

pence (2024: 10.1 pence).

Financing

Bank debt at the end of the year was £112.4 million (December

2024: £68.6 million) reflecting capital investment across our

estate of £35.9 million, the impact of a £54.7 million cash outflow

during the year in respect of share buybacks and the payment

of £17.4 million of dividends, offset by the improved trading

performance. Including IFRS 16 liabilities, net debt at December

2025 was £159.2 million (December 2024: £115.6 million).

The Group remains well funded, with access to a committed

revolving credit facility of £135.0 million which matures in August

2027. Whilst the existing facility provides sufficient liquidity for

current commitments, we have commenced discussions with our

existing lenders to refinance the facility, having regard to the

future deployment of capital and our target leverage of 1.0 to 1.5

times, and to extend its tenure.

Bank covenants comprise leverage and interest cover tests.

Leverage is calculated as adjusted EBITDA compared to total

net debt, including IFRS 16 liabilities. The agreed covenant is

for the ratio to be not more than three times and the ratio at 31

December 2025 was 0.95 times. Interest cover compares adjusted

operating profit to total interest cost, with a minimum covenant

ratio of four times. Our current scenario planning provides

significant headroom against the covenants.

Interest payable on bank borrowings is based upon SONIA or,

in the case of Euro denominated borrowings, EURIBOR, plus a

margin, linked to our leverage covenant, which ranges from 1.45%

to 2.45%. The current margin is 1.45%.

Return on Capital Employed (‘ROCE’)

ROCE, calculated as rolling 12-month adjusted operating profit

divided by the average of opening and closing Shareholders’

equity, net debt and post-employment benefits for the same

12-month period, increased to 17.1% (2024: 15.5%).

Investment Appraisal

Prior to undertaking any major investment, be it a significant

capital project or an acquisition opportunity, the Board, as part

of its evaluation of the investment opportunity with reference

to the factors set out in Section 172(1) of the Companies Act

2006, diligently assesses the associated strategic opportunities

available to the Group together with the cost, return, risk and

reward of each project before deciding whether or not to

proceed. Relevant financial considerations include discounted

cash payback, ROCE, projected profitability and impact on

margin.

Following the acquisition of Empire Linen Services Limited

(‘Empire’) in 2024, and with the benefit of a full year’s trading

throughout 2025, the Board considered the extent to which

the original hurdle rates, as agreed at the time of approving

the acquisition, have been met. It was determined that Empire

continues to trade at least in line with the Board’s original

expectations and that it has remained a successful acquisition

for the Group.

Taxation

The tax rate on adjusted profit before taxation was 24.2% (2024:

23.2%). The rate is below the headline corporation tax rate in

the UK of 25.0% due to the combined effect of expenses not

deductible for taxation, prior year over provisions and the impact

of the lower tax rate of 12.5% in the Republic of Ireland.

Corporation tax paid in the year amounted to £6.6 million (2024:

£2.7 million) and it is anticipated that whilst tax payable in 2026

will be higher, it will remain lower than the 2026 tax charge due

to the availability of capital allowances and brought forward tax

losses.

26 Johnson Service Group PLC 2025 Annual Report & Accounts

Dividend

The Board declared an interim

dividend of 1.6 pence (2024: 1.3

pence) per share in September

2025. The proposed final dividend

of 3.2 pence (2024: 2.7 pence) per

share brings the total dividend for 2025

to 4.8 pence (2024: 4.0 pence) per share, an

increase of 20.0%.

The final dividend, if approved by Shareholders, will be paid on

15 May 2026 to those Shareholders on the register at close of

business on 17 April 2026. The ex-dividend date is 16 April 2026.

Dividend cover, based on adjusted EPS, was 2.5 times (2024: 2.5

times).

Cash Flow

Free cash flow in the year (calculated as net cash generated

from operating activities, less net spend on textile rental items,

less the capital element of leases) was £69.1 million compared to

£74.6 million in 2024. The reduction compared to 2024 reflects, in

the main, an £8.4 million working capital outflow, increased tax

payments and increased investment in textile rental items offset

by the improved trading performance.

Investment in Textile Rental Items

Spend on textile rental items amounted to £65.8 million (2024:

£63.2 million). The increase reflects the growth of the Group,

both organically and through acquisition. We have long term

relationships with our garment and linen suppliers and we

continue to work collaboratively to ensure continuity of supply of

quality products at the best price.

Capital Investment and Acquisitions

We have continued to invest in our estate in order to expand

capacity, increase water, energy and operational efficiencies

and improve employee welfare facilities, spending £35.8 million

in the year on property, plant and equipment. The cost increases

being experienced across UK businesses continue to encourage

some of our smaller, independent competitors to review their

business strategy and, as a result, we added contracts with an

annualised revenue of some £4.9 million to our HORECA division

during 2025, at a cost of £3.6 million. We anticipate that further

opportunities will continue to arise.

Defined Benefit Pension Scheme (‘Scheme’)

On an IAS 19 basis, the Scheme surplus as at 31 December 2025

was £4.9 million (2024: £3.8 million). Scheme assets reduced by

£2.4 million to £130.3 million, after paying out benefits of £10.0

million during the year, whilst Scheme liabilities reduced by

£3.5 million to £125.4 million. The improved position reflects

higher than expected asset returns, allowances for the results

of a decrease in long-term inflation expectations and for the

reduction in the Scheme’s PIE factors over the year offset by

actual short-term inflation being higher than previously assumed

and lower mortality rates.

As a result of the surplus at 31 December 2025, the estimated

net notional interest credit in 2026 will be £0.3 million (2025: £0.2

million).

The Scheme continues to have a significant portion of assets

invested to hedge against movements in liabilities, thereby

reducing overall volatility, with the hedged target having

increased to 85% in July 2025. The Scheme’s asset allocation

remains under constant review to ensure it aligns with the

medium-term objective of a buy-out of Scheme liabilities.

The triennial actuarial valuation of the Scheme, as at 30

September 2025, is currently underway and should be completed

later this year. In view of the Scheme surplus shown at the

previous valuation date, we have agreed with the Trustee to

cease deficit recovery contributions to the Scheme at least until

the results of this valuation are finalised.

Capital Structure

The Group’s medium to long-term intention is to maintain a

capital structure such that we target leverage of 1.0x – 1.5x, other

than for short-term specific exceptions. Under this framework, our

capital allocation policy remains unchanged and will continue

to take into account the following criteria as part of an ongoing

review of capital structure:

Financial Review

Continued >

Shareholder

Information

Company Financial

Statements

Group Financial

Statements

Corporate

Governance

Strategic

Report

• maintaining a strong balance sheet;

• continuing capital investment to increase processing

capacity and efficiency;

• appropriate accretive acquisitions;

• operating a progressive dividend policy; and

• distributing any surplus cash to Shareholders.

In August 2025, the Group completed a share buyback

programme totalling £30.0 million, originally announced in March

2025 and extended in June 2025. The Group then announced a

further £25.0 million share buyback programme in September

2025, which subsequently completed in January 2026. This

brings the total amount returned to Shareholders through

buybacks since 2022 to £90.3 million. In that same period we

have established a presence in the Republic of Ireland, through

the £27.1 million acquisition of Harkglade Limited, established

our Johnsons Luxury Linen business, through the £5.8 million

acquisition of Regency Laundry Limited and the £20.6 million

acquisition of Empire Linen Services Limited, invested in the

opening of a new site in Crawley and undertaken significant

capital investment across many of our other sites.

Even after taking into consideration these investments and

the return of funds to Shareholders, including the payment

of dividends, the Group remains well funded, is highly cash

generative and has significant headroom with respect to its

leverage target of 1.0 to 1.5 times. Accordingly, the Board will

continue to pursue investment opportunities, both organic

and inorganic, and actively review its options on further share

buybacks throughout 2026.

Going Concern

After considering the monthly cash flow projections, the stress

tests and the facilities available to the Group and Company, the

Directors concluded that there was a reasonable expectation

that the Group and Company have adequate resources for

their operational needs, will remain in compliance with the

financial covenants set out in the bank facility agreement and

will continue in operation for at least the period to 30 June 2027.

Accordingly, and having reassessed the principal risks and

uncertainties, the Directors considered that it was appropriate

to adopt the going concern basis in preparing the Group and

Company financial statements.

Key Performance Indicators (‘KPIs’)

The main KPIs used as part of the assessment of performance of

the Group, and of each segment, are growth in revenue, adjusted

EBITDA, adjusted operating profit and adjusted operating profit

margin. Adjusted diluted earnings per share and ROCE are also

used as part of the assessment of performance of the Group.

Non-financial KPIs, as referred to within the Chief Executive’s

Operating Review, include our employee and customer survey

results and customer retention statistics.

Summary

The focus of the Group continues to be to expand our Textile

Services business through targeted capital investment, to allow

organic volume growth, and through acquisition.

Ryan Govender

Chief Financial Officer

2 March 2026

Financial Review

Continued >

28 Johnson Service Group PLC 2025 Annual Report & Accounts

Sustainability

Statement

“At Johnsons, sustainability is more than a regulatory

requirement. It’s a leadership responsibility that shapes

how we operate and create value for our customers.”

Peter Egan

Chief Executive Officer

Introduction

The sustainability reporting landscape in the UK and Republic

of Ireland is evolving rapidly, bringing increased responsibilities

and opportunities for the Group. The UK’s Sustainability

Disclosure Requirements (SDR), incorporating the International

Sustainability Standards Board (ISSB) climate and sustainability

standards, are expected to shape future corporate reporting

for the Group, with a growing focus on consistent, useful and

comparable disclosures aligned to a global baseline.

Alongside this, the UK Transition Plan Taskforce (TPT) has

established a framework for credible climate transition

planning. For the Group, this means demonstrating how strategy,

operations and governance support the transition to a lower-

carbon and more climate-resilient business model.

Looking ahead, the Group will continue to strengthen

governance, build internal capability and improve data

foundations to meet the evolving expectations of regulators,

investors and customers, while positioning the business to

respond to emerging risks and opportunities.

Scope of Sustainability Statement

For the financial year ended 31 December 2025, the Corporate

Sustainability Reporting Directive (CSRD) did not apply to

the Group. For the financial year ended 31 December 2025,

the Group’s operations in Ireland did not meet the relevant

applicability thresholds and based on the proposed changes set

out in the European Union’s Omnibus Package, it remains unlikely

that these thresholds will be reached without a significant

expansion of the Group’s European operations and revenues. The

Group will continue to monitor developments in EU sustainability

legislation.

Notwithstanding the above, the Group has chosen to voluntarily

align certain disclosures with relevant aspects of the CSRD where

these are considered to represent emerging best practice and to

support enhanced transparency for stakeholders.

The Sustainability Statement has been prepared primarily in

accordance with the Global Reporting Initiative (GRI) Standards,

which remain the Group’s principal sustainability reporting

framework. In addition, the structure and governance of the

Sustainability Statement have been informed by the forthcoming

UK Sustainability Reporting Standards (UK SRS), in anticipation

of future mandatory requirements expected under the UK

Sustainability Disclosure Requirements. Relevant aspects of

the European Sustainability Reporting Standards (ESRS) have

also been taken into account on a voluntary basis where they

represent emerging best practice. For more information on

sustainability reporting framework alignment, please view

page43.

Double Materiality Assessment

During 2025, we conducted a Double Materiality Assessment

(DMA) to identify and prioritise the environmental, social and

governance topics that are most relevant to our activities, value

chain and stakeholders. The assessment was undertaken in line

with the ESRS and applied their double materiality logic, under

which a topic is considered material where, in the opinion of

the Group, it represents a significant impact on people or the

environment and/or a significant sustainability-related risk or

opportunity that could affect the Group’s financial position,

performance or cash flows.

Shareholder

Information

Company Financial

Statements

Group Financial

Statements

Corporate

Governance

Strategic

Report

Scope

The scope of the DMA covered JSG’s own operations in the UK and Ireland, as well as key elements of its upstream and downstream

value chain. This included the sourcing of fibres and chemicals, and the use and end-of-life phases of the Group’s textile products.

Methodology

The DMA was carried out in close collaboration with a specialist

independent external partner and combined both top-down

and bottom-up perspectives to ensure that the outcomes were

strategically relevant and evidence-based.

The top-down approach drew on our business model, sector

context and internal expertise to identify an initial set of impacts,

risks and opportunities (IROs). Topics considered evidently

material or non-material were discussed during a kick-off

workshop with the management team and through initial

consultations with individual managers.

The bottom-up approach involved additional internal and

external consultations to support a qualitative assessment of

all identified IROs. Where materiality could not be confidently

assessed through stakeholder input alone, further desk research

and targeted scoring were applied. In line with ESRS and

European Financial Reporting Advisory Group (EFRAG) guidance,

sustainability impacts were assessed based on severity or

magnitude and, where relevant, likelihood, while financial risks

and opportunities were assessed based on magnitude and

likelihood.

Stakeholder consultations involved representatives from major

business lines, HR and procurement teams, as well as key

business partners. These discussions considered IROs linked to

one or more sustainability topics using the same severity and

likelihood logic.

Results

The assessment identified a total of 103 relevant IROs across the

Group’s operations and value chain. Of these, 62 were assessed

as material, comprising 31 negative impacts, four positive

impacts, 17 financial risks and 10 financial opportunities. The

remaining 41 IROs were assessed as non-material.

The material IROs were grouped across eight sustainability

topics and 21 sub-topics. Of the topics included in the ESRS

topical standards, only biodiversity and consumers and

end-users were not linked to any material IROs based on the

assessment results.

The DMA identified material IROs across environmental topics

including climate change, pollution, water and marine resources,

and resource use and circular economy; social topics relating

to the Group’s own workforce, workers in the value chain and

affected communities; and governance topics relating to

business conduct, supplier management and whistleblowing

and grievance mechanisms.

For further detail on the DMA, including the full list of the material

and non-material IROs identified through the DMA, please view

the full disclosure document at www.jsg/about-us/sustainability/.

Use of the DMA results and forward looking priorities

The outcomes of the DMA provide an important evidence base

and understanding of our operations, risk profile and long-term

strategic priorities. The assessment has helped to clarify which

sustainability topics are most significant and where current

approaches and disclosures are well developed, as well as areas

where further enhancement will be required to support evolving

regulatory and stakeholder expectations.

The results will also inform the continued refinement of our

sustainability strategy, governance and reporting. Looking

ahead, we expect to refocus on enhancing our approach to

climate transition planning, social value, workforce-related

metrics and water stewardship. This will include developing more

structured frameworks, improving data quality and governance,

and ensuring that sustainability considerations are increasingly

embedded within strategic decision-making and operational

planning.

DownstreamUpstream (supply chain) Own activities

Fiber

production

• Cotton

• Flax/linen

• Synthetic

fibers

• Others

Manufacturing

of fabrics

• Yarn

production

• Weaving,

knitting,

tufting

• Finishing

Supplier of other goods and services

• Chemical distributors: chemicals and

detergents

• Suppliers of machinery

• Maintenance services

• Software suppliers

• Energy

Manufacturing

of garments

and linen

Johnson Service Group

(JSG)

Textile services: washing,

drying, sorting, repair,

customisation

Customers

• Hotels, restaurants,

catering

• Food processing

• Industrial sector:

manufacturers

• Hospitals

Collection and

redistribution

Pick-up and delivery

Recycling

Waste

30 Johnson Service Group PLC 2025 Annual Report & Accounts30 Johnson Service Group PLC 2025 Annual Report & Accounts

General Information

Governance

Our approach to sustainability is underpinned by a robust

governance framework, which ensures effective oversight of

our strategy and its implementation, supported by policies and

processes embedded throughout the Group.

In 2025, we introduced an enhanced governance structure for

sustainability through the formation of a Carbon Steering Group

and two project teams, further details of which are set out below.

As our approach has matured, a more structured governance

framework and clearer focus on key sustainability topics has

been required to support effective oversight and accountability.

The Group’s sustainability focus for the coming year centres

on climate change and decarbonisation, preparing for

emerging sustainability-related regulation, and strengthening

sustainability resilience and supply chain engagement.

Sustainability Statement

Continued >

Roles and responsibilities

Policies and Additional Resources

Our sustainability governance framework is supported by relevant sustainability

policies and guidance. Further information is available at jsg.com/about-us/

sustainability/.

JSG Group Board

Sustainability Team and Department Leads

Group

Management

Board

Audit

Committee

Sustainability

Committee

Remuneration

Committee

Regulatory Compliance

Project Team

Carbon Steering Group

Supply Chain and

Ratings Project Team

Our

World

Our

Communities

Our

Family

Our

Integrity

Our Integrity

JSG Group Board

Sustainability is managed at the highest level of the organisation. The Board endorses the sustainability strategy

and receives updates from the Sustainability Committee.

Sustainability

Committee

Assists the Board

through the

provision of advice

on sustainability

strategy, compliance

and performance. It

sets the sustainability

strategy and considers

the associated costs,

risks and opportunities.

Group Management

Board

Monitors

implementation of the

Board’s sustainability

strategy; and monitors

operational and

financial performance,

business development

and projects relating

to sustainability.

Remuneration

Committee

Assesses and makes

recommendations

to the Board

regarding

remuneration

policy including,

where relevant,

appropriate

sustainability

targets linked to

remuneration.

Carbon Steering

Group and Project

Teams

These working groups

guide decision-making

and prioritisation

across the business

and support the

coordination and

implementation

of sustainability

initiatives and action

plans.

Sustainability Team and Department Leads

The sustainability team provides day-to-day leadership on sustainability across the Group. It supports the

development of policies and frameworks and works with the business to enhance sustainability data and reporting.

Department leads are responsible for managing sustainability-related matters within their areas of responsibility

and contribute to the delivery of the Group’s sustainability objectives through operations, projects and activities.

Sustainability

Pillars

The Sustainability

Pillars provide the

framework that

underpins the

Group’s approach

to sustainability

and set out its long-

term vision.

Audit Committee

Reviews any

changes to the

Company’s risk

profile, including

in respect of

sustainability and

climate-related

risks.

UN Sustainable Development Goals (‘SDG’) Framework

Our Sustainability Pillars align most closely with five SDGs, reflecting areas where

we have the greatest impact through our operations, value chain and

stakeholders.

Shareholder

Information

Company Financial

Statements

Group Financial

Statements

Corporate

Governance

Strategic

Report

Sustainability Statement

Continued >

The Johnsons Way Sustainability Strategy

We have clear, measurable sustainability objectives aligned to our core business strategy, recognising that our long term business

success and sustainability are interdependent. We track these goals with performance indicators and regularly assess our progress.

The Johnsons Way provides a long term strategic approach to managing the Group’s social and environmental impacts and

responsibilities.

Our Family Our World Our Integrity Our Communities

By taking care of our Johnsons

family and ensuring everyone

feels that they belong, we will

deliver a first-class employee

experience every day.

By reducing our natural

resource consumption and

completing the transition to

a fully circular approach for

our operations, we will protect

and enhance our environment.

By continuing to demonstrate

our integrity and commitment

to responsible business

practices, we will position

the organisation for future

stability and growth.

By further understanding

the communities impacted

by what we do, we can

form better collaborative

partnerships to support them

as they grow and develop.

Vision 2030 Goals and Progress

An Effective ED&I programme.

Developing the Johnsons

Futures programme to provide

life-long learning and career

paths.

Reduce Scope 1 and 2 CO

emissions intensity by 40%.

Reduce water consumption

intensity by 25%.

Reduce waste to landfill by

75%.

Eliminate single use plastics.

Fully sustainable core

products as the preferred

offerings.

Ethical Business Conduct

(internal and external).

Increase our social value

spend as a % of revenue.

Since 2022, mandatory

ED&I training has been

rolled out across the

Group alongside business-

level ED&I action plans.

Employees have completed

sustainability-related training,

supporting the integration of

sustainability into job roles.

Work to develop the Johnsons

Futures programme remains

ongoing.

Since 2022, the Group has

made measurable progress

in reducing its environmental

impact. Scope 1 and 2 CO

emissions intensity reduced by

14%, while water consumption

intensity has decreased by

20%. Since 2023, total single-

use plastics purchased has

reduced by 23% and 94% of

waste has been diverted from

landfill.

Internal employee and

supplier Code of Conducts

have been implemented.

During 2025, the Group

implemented supplier

sustainability management

through the EcoVadis

platform. We also increased

the availability of sustainable

products, including recycled

content and responsibly

sourced cotton.

Since 2022, the Group has

increased its social value

contribution as a percentage

of revenue by 8%, reflecting

continued support for local

communities through a

combination of volunteering,

in-kind support and financial

contributions.

32 Johnson Service Group PLC 2025 Annual Report & Accounts

Our

World

2025 HIGHLIGHTS

14%

reduction in carbon intensity compared to 2022

20%

reduction in water intensity compared to 2022

23%

reduction in single-use plastics purchased

compared to 2022

94%

ofwaste diverted from landfill in 2025

89%

of end-of-life textiles recycled in 2025

in CDP Climate Disclosure

in CDP Water Disclosure

32 Johnson Service Group PLC 2025 Annual Report & Accounts

The environmental impacts of our activities

predominantly arise from waste disposal,

water and energy consumption and carbon

emissions. We are placing greater emphasis

on our environmental responsibilities and are

committed to minimising resource use and

emissions where feasible.

Changes to baseline

During the year, we undertook a comprehensive re-baselining

of our carbon emissions and water data to ensure that our

environmental reporting accurately reflects the current Group

structure and aligns with recognised best practice. The baseline

year remains 2022; however, the baseline data for that year

was recalculated to reflect a number of acquisitions and the

expansion of the Group’s operating footprint in 2023 and 2024,

including Johnsons Ireland and Johnsons Luxury Linen within the

organisational boundary.

In accordance with the Greenhouse Gas (GHG) Protocol, which

recommends re-baselining where there are material changes to

organisational boundaries or emissions profiles, we recalibrated

the 2022 baseline to maintain the credibility and comparability

of our disclosures. The revised baseline now provides a more

complete and accurate view of the Group’s environmental

impact across Scope 1, Scope 2 and Scope 3 emissions and

incorporates additional emissions sources, including fugitive

emissions, that were not previously captured.

Although water consumption data had previously been reported

using the same baseline year, the 2022 water baseline was also

recalculated to reflect the updated Group composition and to

ensure consistency across all environmental metrics.

Climate Change

Energy consumption and carbon emissions

In 2025, we strengthened our approach to climate change and

decarbonisation through the introduction of an enhanced

sustainability governance framework. The Sustainability

Committee established a new Carbon Steering Group to provide

oversight of decarbonisation activities and to advise on strategic

direction, progress and performance. Business and department

leads support delivery through dedicated sub-topic project

teams.

In addition to the comprehensive re-baselining work described

above, we began exploring alternative emissions reduction

targets, including Scope 3, and progressing the development of

a climate transition plan, in alignment with the Science-Based

Targets initiative (SBTi) and the goals of the Paris Agreement to

limit global warming to 1.5°C. In parallel, we are transitioning to

a centralised digital environmental reporting system to support

consistent data collection across carbon, energy, water, plastic

and waste. The system was implemented in December 2025

and is being rolled out on a phased basis across the business,

including user training and process integration, during early

2026.

Sustainability Statement

Continued >

Environmental

Information

Shareholder

Information

Company Financial

Statements

Group Financial

Statements

Corporate

Governance

Strategic

Report

Shareholder

Information

Company Financial

Statements

Group Financial

Statements

Corporate

Governance

Strategic

Report

GHG Emissions and Streamlined Energy and Carbon Reporting (SECR)

As mandated by UK legislation, the series of tables below present the Group’s energy consumption and greenhouse gas emissions for

2022 (original and re-baselined), 2024 and 2025, prepared in accordance with UK SECR requirements and the GHG Protocol.

JSG has voluntarily included data relating to the Group’s operations within the Republic of Ireland. While we are only required to

disclose data for our UK-based operations, the table includes both our UK and Ireland operations for the 2025 reporting year.

Energy Consumption (kWh)

Energy Source

2022

(Original baseline)

2022

(Re-baselined) 2024 2025

2025 Variance

vs 2022

(Re-baselined)

Natural Gas 356,837,711 409,940,528 399,993,359 413,367,918 1%

Gas/Fuel/Burning Oils 181,984 735,699 1,118,618 1,303,164 77%

Electricity 43,227,996 49,213,441 50,530,422 52,288,034 6%

Commercial Fleet 84,276,308 86,000,271 91,267,230 92,403,009 7%

Company Cars 2,610,185 2,653,118 1,960,276 1,912,276 (28%)

Grey Fleet 585,243 807,741 934,120 916,438 13%

Total Energy Consumption (kWh) 487,719,427 549,350,798 545,804,025 562,190,840 2%

Carbon Emissions (tCO

Scope Emission Source

2022

(Original baseline)

2022

(Re-baselined) 2024 2025

2025 Variance

vs 2022

(Re-baselined)

Scope 1 Company Facilities 76,290 75,171 73,443 75,923 1%

Company Vehicles 25,904 21,241 20,674 19,584 (8%)

Scope 2

(Location-Based)

Electricity (Buildings and EV

Charging)

9,124 9,529 10,508 10,876 14%

Scope 3

(Upstream)

1 Purchased goods and services – 82,110 25,090 87,013 6%

2 Capital Goods – 285 10,832 1,491 423%

3 Fuel and Energy Related

Activities

– 21,090 17,562 18,025 (15%)

4 Upstream Transportation and

Distribution

– 2,543 925 4,650 83%

5 Waste Generated in

Operations

– 3,978 678 597 (85%)

6 Business Travel 162 396 236 451 14%

Scope 3

(Downstream)

15 Investments – 17 – 115 576%

Total Carbon Emissions (tCO

111,480 216,361 159,948 218,725 1%

Total Carbon Emissions (tCO

e) (SECR) 111,480 106,337 104,861 106,834 <1%

Total Carbon Emissions by Scope (tCO

Scope

2022

(Original baseline)

2022

(Re-baselined) 2024 2025

2025 Variance

vs 2022

(Re-baselined)

Scope 1 102,194 96,412 94,117 95,506 (1%)

Scope 2 Location-Based 9,124 9,529 10,508 10,876 14%

Scope 2 Market-Based – – 18,993 21,873 –

Scope 3 162 110,419 55,323 112,342 2%

Intensity Metrics

Metric

2022

(Original baseline)

2022

(Re-baselined) 2024 2025

2025 Variance

vs 2022

(Re-baselined)

Revenue (£m) 368.0 368.0 496.0 533.3 45%

tCO

e per £m 302.9 287.9 211.4 199.5 (31%)

Tonnes Processed 277,122 312,641 346,613 366,452 17%

tCO

e per tonnes processed 0.402 0.339 0.302 0.290 (14%)

2030 Target (tCO

e per tonnes processed): 0.203

Note 1: Tables above may not cast due to rounding.

Sustainability Statement

Continued >

34 Johnson Service Group PLC 2025 Annual Report & Accounts

Methodology

1. The 2030 target is a 40% reduction in Scope 1 and Scope 2

emissions intensity against the 2022 baseline.

2. The Group has adopted an operational control approach to

define its emissions boundary and scope.

3. The carbon reporting year covers the period from 1 October

to 30 September.

4. Weights processed and revenue data used to calculate

intensity metrics have been adjusted to reflect this reporting

period and may therefore differ from figures presented

elsewhere in the Annual Report.

5. The data has been prepared in accordance with the UK

Government’s Environmental Reporting Guidelines (2019).

6. Greenhouse gas emissions have been calculated in

accordance with the GHG Protocol Corporate Accounting

and Reporting Standard, using the UK Government GHG

Conversion Factors for Company Reporting (2024).

7. Scope 3 emissions are calculated using a spend-based

approach, with emissions calculated using UK 2022 SIC

Code Emission Factors. For spend based emission factors,

the spend year is 2025 and the emission factor year is 2022,

therefore inflation adjustments to spend data have been

applied. The most recent available World Bank Inflation

Database (Annual HCPI - April 2025) is used in absence of

full set of data for 2025.

8. From 2024 onwards, the Group has formalised its market-

based Scope 2 disclosure in line with GHG Protocol

guidance. Market-based emissions are calculated by

applying supplier-specific or residual-type emission factors

to electricity consumption, with renewable electricity

backed by contractual arrangements reported at zero

emissions where applicable.

Performance Overview

The inclusion of both a 2022 original baseline and a 2022 re-

baselined position reflects our commitment to transparent and

consistent reporting. The original baseline was established prior

to changes in the Group’s operating footprint and no longer

provided a fully representative basis for comparison. In line with

the GHG Protocol, we therefore recalibrated our baseline to

better reflect the Group’s organisational boundary.

Presenting both baselines enables us to distinguish the impact

of structural change from underlying performance trends. The

re-baselined 2022 figures provide a consistent reference point for

assessing progress in subsequent years.

Our 2030 target is to achieve a 40% reduction in Scope 1 and

Scope 2 emissions intensity (tCO

e per tonne processed) against

our 2022 re-baselined position. Based on the 2025 reporting

year, emissions intensity has reduced from 0.339 tCO

e per tonne

processed in 2022 (re-baselined) to 0.290 tCO

e per tonne in 2025,

representing a reduction of 14%.

During the year, the Group implemented a number of operational

initiatives that delivered improvements in energy efficiency

and reduced fuel consumption as part of broader asset

management. A key area of focus was the upgrade of plant

and equipment. This included the replacement of end-of-life

boilers, dryers and other energy-intensive assets as part of

routine capital investment and maintenance programmes.

These initiatives contributed to a 5% reduction in commercial

fleet emissions and a 4% reduction in carbon emissions intensity,

measured against weights processed.

Several sites also implemented process efficiency improvements,

including optimisation of heat recovery systems, installation of

new heat exchangers and adjustments to wash and finishing

processes to reduce energy losses. In addition, working in

partnership with specialist suppliers, a number of operations

introduced updated wash chemistry and process controls during

the year. These changes enabled lower wash temperatures and

shorter cycle times while maintaining required hygiene and

quality standards.

Energy Saving and Opportunities Scheme

(ESOS)

In 2024, the Group completed its required submission to the UK

Government portal in compliance with ESOS. The audits and

analysis undertaken as part of the ESOS process identified a

range of energy efficiency opportunities across the Group’s

operations.

In line with ESOS requirements, the Group published an action

plan setting out its approach to managing the identified

opportunities on the UK Government portal in March 2025.

Progress against the action plan was updated as required in

December 2025. The Group will continue to use the outputs of the

ESOS process to support improvements in energy performance.

Circular Economy and Resource Use

The Group recognises the importance of circular economy

principles and responsible resource use in reducing

environmental impacts and supporting long term business

resilience. While this is an area of emerging focus, elements

of circularity are inherent within aspects of our operating

model, particularly through the ongoing use, maintenance and

management of textile products across their lifecycle.

The repeated use, laundering, repair and, where appropriate,

reuse of products helps to extend product life and maximise the

value derived from materials in use. As the Group’s sustainability

approach continues to mature, greater emphasis will be placed

on developing a clearer understanding of resource use and

circularity across operations and the value chain. The outcomes

of the Group’s DMA have reinforced this as an area for further

development. For more information on our Sustainable Product

Content and textile resource inflows, please view page 41.

Waste and Circularity

The Group generates waste including plastics, packaging,

general waste, end-of-life textiles and other industrial materials.

Robust processes are in place to ensure waste is managed in

compliance with relevant regulations and in line with the waste

hierarchy, prioritising prevention, reuse, recycling and recovery,

with landfill used only as a last resort.

Waste management represents a more mature area of

environmental performance for the Group, supported by

established data collection and assurance processes. Building

on this foundation, the Group has increased its focus on

understanding the end of life outcomes of textile products as

part of its emerging circular economy approach. Tracking end

of life textiles by destination provides improved visibility over

material outflows and establishes a baseline to support future

circular economy initiatives.

End-of-life textiles by destination

End-of-life

destination 2024 2025

Variance vs

Baseline

Reused (%) 5 6 20%

Recycled (%) 94 89 (5%)

Energy Recovery (%) 1 4 300%

Landfill (%) – – –

Table above may not cast due to roundings.

Sustainability Statement

Continued >

Shareholder

Information

Company Financial

Statements

Group Financial

Statements

Corporate

Governance

Strategic

Report

Managing our waste

Waste Disposal 2024 2025

Variance vs

Baseline

Waste to landfill (%) 7 6 (14%)

Waste diverted from

landfill (%) 93 94 1%

Total Waste (kg) 5,641,229 5,256,766 (7%)

Total Non-Hazardous

Waste (kg) 5,446,545 5,165,886 (5%)

Total Hazardous Waste

(kg) 194,684 90,880 (53%)

2030 Target: Reduce waste to landfill by 75% by 2030

Methodology

1. The waste reporting year covers the period from 1 January

to 31 December.

2. The waste reporting baseline year is 2024.

3. End-of-life textiles represent a subset of the Group’s overall

waste streams.

Plastic

In 2025, aligned with its longer-term ambition to eliminate

unnecessary single-use plastics by 2030, the Group set a target

to reduce single-use plastics purchased by 10%.

Single-use

Plastics Purchased 2023 2024 2025

% Variance

vs Baseline

Total Single-use

Plastic Purchased

(kg) 1,137,636 1,085,731 876,562 (23%)

Tonnes Processed 316,790 348,980 367,441 16%

Intensity Metric

(kg plastic purchased

per tonnes

processed) 3.011 3.111 2.386 (21%)

2030 Target: Eliminate single-use plastics by 2030

Methodology

1. The single-use plastics purchased reporting year covers the

period from 1 January to 31 December.

2. The single-use plastic purchased baseline year is 2023.

3. Single-use plastics are defined as: shrink film, shrink wrap,

plastic bags, plastic cage tags and pallet plastic wrap.

Cages, cage covers and any other hard reusable plastic are

excluded.

During the reporting period, the Group achieved a 19% reduction

in single-use plastics purchased compared to 2024 performance

and has now delivered a cumulative 23% reduction against the

2023 baseline year. This represents measurable progress towards

our 2030 ambition to eliminate unnecessary single-use plastics.

This progress was driven by a series of operational changes

delivered during 2025 as part of wider investment programmes.

Initiatives included the removal of plastic shrink wrap in favour

of paper banding at selected HORECA sites, Workwear achieved

a plastic-free despatch model for the majority of outbound

garments, consolidating items into reusable hamper bags rather

than individually bagged polythene, and the replacement of

plastic garment labels with FSC-certified paper alternatives

within the Luxury Linen business. In Ireland, investment enabled

the removal of plastic wrapping from towelling products,

supporting plastic-free deliveries for some customers. These

actions reflect the Group’s focus on eliminating unnecessary

single-use plastics while maintaining product quality.

Water

Water is a critical resource for the Group’s operations and an

essential component in delivering services to customers. The

Group sources water from a range of sources, including the mains

water network and private or leased boreholes, and discharges

effluent within permitted limits through approved methods.

Systems are in place across operations to monitor water

abstraction, use and discharge and to ensure compliance with

applicable legal requirements.

The outcomes of the Group’s double materiality assessment

have reinforced water stewardship as a priority area for further

development. Looking ahead, the Group intends to strengthen

its approach to water stewardship through the development

of a more structured framework. This will include improving the

consistency and quality of water data, enhancing governance

and oversight, and building a clearer understanding of water

related risks and dependencies across the business to support

more informed decision making and future reporting.

Water Use

2022

(Original

baseline)

2022

(Re-

baselined) 2024 2025

2025

Variance

vs 2022

(Re-

baselined)

Abstracted (m

) 2,219,845 2,481,294 2,337,597 2,411,655 (3%)

Tonnes

Processed 289,072 304,325 348,980 367,441 21%

Revenue (£m) 385.7 385.7 508.0 535.4 39%

Intensity Metric

per £m

revenue) 5,755 6,433 4,603 4,504 (30%)

Intensity Metric

per tonnes

processed) 7.679 8.153 6.698 6.563 (20%)

2030 Target (m

per tonnes processed): 6.115

Methodology

1. The water reporting year covers the period from 1 January

to 31 December.

2. The 2022 baseline and 2030 water intensity target were set

using water abstraction data, this metric is therefore used

to track performance over time.

Our 2030 target is to achieve a 25% reduction in water

consumption intensity (m³ per tonne processed) against our 2022

re-baselined position. Based on the 2025 reporting year, water

intensity has reduced from 8.153 m³ per tonne processed in 2022

(re-baselined) to 6.563 in 2025, representing a reduction of 20%.

During the year, the Group implemented a number of

initiatives that improved water efficiency as part of wider

process optimisation and operational improvement activities,

particularly within HORECA operations. These initiatives included

the introduction of water-efficient laundry chemistry and

process adjustments, which enabled reduced rinse volumes and

improved wash efficiency. As a result, water use per cycle was

reduced while maintaining required hygiene standards.

In addition, a range of site-level water saving projects were

delivered during the year. These included upgrades to continuous

batch washing systems, refurbishment of reverse osmosis and

water softening systems and improvements to water monitoring

and metering. We also updated process optimisation to reduce

unnecessary water consumption, and targeted maintenance

interventions to address leaks and inefficiencies. Together, these

actions have contributed to improved visibility of water use and

strengthened the Group’s ability to manage water consumption

more effectively across operations.

Sustainability Statement

Continued >

36 Johnson Service Group PLC 2025 Annual Report & Accounts36 Johnson Service Group PLC 2025 Annual Report & Accounts

We recognise that our people are key to the

Group’s success, and we value every employee’s

contribution. Our goal is to be the employer of

choice in our industry by delivering a first class

employee experience daily. The Johnsons Family

ensures that everyone feels included, valued,

and has a sense of belonging. We are committed

to providing equality of opportunity and

reward, supporting health and wellbeing, and

fostering a positive culture of open and honest

communication.

Own Workforce

Gender Equity, Diversity and Inclusion

We began monitoring our diversity in 2022. All new starters

complete a diversity survey as part of the onboarding process.

This helps us gain a better understanding of the unique

backgrounds within our workforce, allowing us to tailor our

support, engagement and development efforts to address the

specific needs of ethnic groups that may require additional

assistance.

Further information and datasets relating to diversity are also

included in the Corporate Governance section of the Annual

Report, on pages 78 to 79. These pages set out the Group’s

mandatory Board diversity disclosures in accordance with the UK

Listing Rules. The Sustainability Statement focuses on the Group’s

broader policies regarding and approach to equality, diversity

and inclusion across the entire workforce.

Gender Equality 2023 2024 2025

Gender Diversity of Board

(Female %)

43 50 33

Gender Diversity (Female %) 41 39 40

Gender Diversity of Supervisors

(Female %)

40 41 42

Senior Management Positions

(Female %)

27 21 25

Employees aged 50 and over (%) 23 21 24

Employees aged 34 and under (%) 26 31 28

UK Gender Pay Gap (%) 9.9 7.6 7.8

Ethnic Groups 2023 2024 2025

White (%) 47 42 47

Black, Black British, Caribbean or

African (%)

5 7 7

Asian or Asian British (%) 11 13 16

Mixed or multiple ethnic groups

(%)

2 3 1

Other ethnic groups (%) 4 1 3

Prefer Not to Answer (%) 31 34 26

Methodology

1. Data excludes Luxury Linen due to the timing of the survey

delivery and acquisitions.

2. Johnsons Ireland is included in the 2025 dataset for the first

time, covering gender diversity, ethnicity and age metrics.

3. ‘Prefer Not to Answer’ refers to respondents who either

selected that option or left the field blank. The Gender

Equality table excludes ‘Prefer Not to Answer’ and ‘Other’

categories.

Sustainability Statement

Continued >

42,000

training courses completed

54%

of employees have over five years of tenure

40%

of employees are female

recognised nationalities

87%

of employees completed health and safety training

Social

Information

Our

Family

2025 HIGHLIGHTS

Shareholder

Information

Company Financial

Statements

Group Financial

Statements

Corporate

Governance

Strategic

Report

4. Senior management is defined as Directors, General

Managers and other senior managers.

5. UK Gender Pay Gap is the difference in the hourly rate of pay

(mean).

Currently, 27% of our workforce represents ethnic minority groups,

and 47% identify as White. In terms of senior management,

75% are White, which does not reflect the diversity of our

overall workforce. To address this, we are reviewing succession

planning processes and talent pipelines, including recruitment

approaches, to support more inclusive outcomes over time.

Our workforce also reflects a high level of international diversity.

Our diversity survey responses represent over 80 recognised

nationalities. The largest nationality group is British (45%),

with significant representation from employees of Irish, Polish,

Indian, Nepalese, Portuguese, Pakistani, Romanian, Lithuanian,

Ghanaian, Bulgarian, Nigerian and Ukrainian nationalities.

As part of our efforts to promote ED&I throughout the business

and build a culture that is inclusive to all, our businesses

launched ED&I action plans. We also delivered a mandatory

ED&I training course in 2024, which 93% of our employees have

completed. Training continued in 2025, to include new starters

and employees who had not completed the training in 2024.

The Group has a policy of ensuring that individuals with

disabilities, whether registered or not, are considered for

employment, training, career development, and promotion based

on their aptitudes and abilities. We have procedures in place to

ensure this commitment is upheld across our businesses. If an

employee becomes disabled during their employment with us, we

make every effort to retrain them according to their abilities.

We report our UK Gender Pay Gap on an annual basis and our

current and historical reports can be found on our website at

www.jsg.com/gender-pay-gap. Please also see pages 113 to 114 of

this report for more information.

Health, Safety and Wellbeing

The health, safety and wellbeing of employees, visitors and

others affected by the Group’s operations is a priority. Health

and safety is a standing agenda item at Group and subsidiary

Board meetings, with a regular summary report presented to

the Group Board, including statistics on accidents, incidents and

near misses.

The Group has established policies, procedures and standards

that are regularly reviewed to ensure compliance with legal

requirements and industry best practice. Annual health and

safety audits and risk assessments are conducted across

operations, with findings monitored and addressed to maintain

a high standard of safety performance.

Accident Investigation and Reporting

Metric 2023 2024 2025

RIDDOR frequency rate

(per 100,000 hours worked)

0.3 0.3 0.2

Accident frequency rate

(per 100,000 hours worked)

5.4 4.9 4.8

Near misses reported

2,534 2,402 2,887

Number of fatalities

– – –

The Group maintains a structured approach to accident

investigation and reporting, supported by its internal digital

Health and Safety Management System, T100. Accident, incident

and near-miss data is captured centrally and reviewed to

identify trends, causes and opportunities for improvement.

During 2025, the Group strengthened its safety reporting

framework through the introduction of a revised near-miss

reporting process, rebranded as Safety Spots, and fully

integrated into the T100 system. This has improved data quality

and employee engagement in identifying hazards.

Targeted accident investigation training workshops were

delivered across the majority of operational sites during the

year, supporting more consistent investigation practices and

improved learning from incidents. Training will continue into 2026

for a small number of sites where delivery was deferred due to

operational constraints.

Analysis of incident data indicates that most reported injuries

continue to be categorised as insignificant or minor. Cage

handling remains the most common cause of accidents,

alongside manual handling and struck-by incidents, and

continues to be a focus area for targeted intervention and

training. Governance was further strengthened through updates

to Group procedures and the establishment of a Group Safety

Steering Committee to support continued improvement from

2026.

Learning and Development

Learning and development supports the Group’s commitment

to safety, ethical conduct and an inclusive workplace. During the

reporting period, the Group continued to deliver mandatory and

role specific training programmes covering areas such as health

and safety, sustainability, equality, diversity and inclusion and

Code of Conduct. Alongside mandatory training, learning and

development activities are designed to support employees in

building skills and supporting career progression.

Health and safety training remains a core focus, with mandatory

and specialist programmes in place to support employees,

managers and technical personnel in understanding their

responsibilities and maintaining safe working practices.

Training Performance Summary

Training Area 2023 2024 2025

Training Courses Completed

34,509 46,257 42,172

Average Training hours per

employee

11.0 14.1 12.7

Sustainability training courses

completed

– 16,745 3,696

Health & Safety training courses

completed

27,973 21,172 26,449

% of employees completing Health &

Safety training

81 78 87

Methodology

1. Sustainability and Health & Safety Training represent a

subset of the Group’s overall total training.

Employee Engagement

The Group undertakes a formal employee engagement survey

on a biennial basis, delivered by an independent specialist to

ensure anonymity and confidentiality. The most recent survey

was conducted in December 2024 and included employees

across a wider range of locations, providing a robust insight into

engagement levels and employee experience across the Group.

The 2024 survey results indicated continued strong engagement,

with an overall engagement score of 86%, an enablement score

of 87% and an empowerment score of 91%. Areas of strength

included role clarity, teamwork and manager support, while

opportunities for improvement were identified in areas such as

communication, recognition and career development.

Following the survey, results have been reviewed at both Group

and local levels, with feedback shared through workshops and

discussions in a number of locations. During non-survey years,

the Group’s focus is on embedding actions arising from employee

feedback and maintaining ongoing dialogue with employees.

Further updates on actions taken in response to engagement

insights will be provided as these activities continue to develop.

Sustainability Statement

Continued >

38 Johnson Service Group PLC 2025 Annual Report & Accounts

Supporting our communities is integral to

‘The Johnsons Way’, with a strong tradition

of charitable activities like education,

volunteering, fundraising and sponsorship.

The Group recognises the need for meaningful

action and we maintained this ethos in 2025.

Affected Communities and Social Value

Social Value Performance

Social Value

Area 2022 2024 2025

2025

Variance

vs Baseline

(%)

Volunteering

Value (£) 4,000 24,000 28,000 600%

In-Kind

Donation

Value (£) 38,000 71,000 48,000 26%

Total

Donated by

JSG (£) 38,000 134,000 43,000 13%

Total Social

Value (£) 79,000 230,000 119,000 51%

Total Social

Value as a %

of Revenue 0.02% 0.05% 0.02% 8%

Methodology

1. Figures have been rounded to the nearest thousand (£).

2. Social value calculations are informed by the Social Value

TOMs Framework for volunteering and in-kind contributions.

3. Total Social Value as a percentage of revenue is rounded

to three decimal places for consistency. Variances are

calculated using the underlying unrounded percentage

figures.

Benefitting our Communities

Supporting communities affected by our operations is integral to

The Johnsons Way and forms part of the Group’s wider approach

to social value. During 2025, the Group provided support through

direct financial contributions and in-kind donations, alongside

employee led community activity. This support is intended to

contribute to positive outcomes for local communities and help

address identified needs across our operating footprint.

In 2025, the Group provided £43,000 in financial donations and

£48,000 in in-kind support. Financial donations supported a

broad range of community and charitable initiatives, including

health and wellbeing, youth and education, and community

resilience, with funding directed to both local organisations

and national charities. Larger individual contributions included

community sponsorships and event support, alongside recurring

local donations where the Group has long-standing community

relationships.

In-kind support reflects the nature of the Group’s services and

included the donation or provision of textiles, garments and

equipment, and service-based support such as cleaning or

laundering items for charitable use. In-kind contributions were

Sustainability Statement

Continued >

38 Johnson Service Group PLC 2025 Annual Report & Accounts

320

employee volunteers

£119,000

generated in social value

256

charities and organisations supported

1,965

employee volunteering hours delivered

£48,000

in-kind product and service donations

Social

Information

Our

Communities

2025 HIGHLIGHTS

Shareholder

Information

Company Financial

Statements

Group Financial

Statements

Corporate

Governance

Strategic

Report

directed to organisations supporting vulnerable groups and

community services, including homelessness support, healthcare

and hospice care, schools and youth groups, and humanitarian

causes. This approach enables the Group to provide practical,

needs led support.

Volunteering

The Group’s approach to volunteering is guided by its internal

Volunteering Policy and forms part of its approach to managing

and contributing to positive outcomes for affected communities

and creating positive social value. Volunteering activity is

delivered in partnership with Neighbourly, an established

engagement platform, which connects employees with local

community organisations. Neighbourly undertakes due diligence

on participating community organisations, including verification

of organisational status and safeguarding checks, providing

assurance that volunteering activities are directed towards

legitimate and appropriate causes.

In 2025, 320 employees volunteered across 80 community

events, contributing a total of 1,965 volunteering hours. Based

on average UK salary benchmarks, this equates to an estimated

£28,000 of social value delivered to local communities.

Volunteering activity supported 256 charitable and community

organisations, with an estimated 18,800 people benefitting from

this support.

Volunteering activities included practical support such as

environmental improvement projects, foodbank assistance and

refurbishment of community spaces, with several organisations

highlighting that volunteer support enabled projects to be

completed more quickly and to a higher standard than would

otherwise have been possible. From an employee perspective,

volunteering activity supports wellbeing, skills development and

engagement. Post-event feedback indicates that participation

contributed to increased motivation and a stronger sense of

connection to local communities. Looking ahead, the Group will

continue to develop its volunteering programme as part of its

wider social value approach.

Sustainability Statement

Continued >

40 Johnson Service Group PLC 2025 Annual Report & Accounts

Our World

40 Johnson Service Group PLC 2025 Annual Report & Accounts

We are committed to operating responsibly

through strong ethical practices, effective

governance and transparent decision making.

Integrity underpins how we do business

across the Group and guides decision making,

behaviour and accountability at all levels of

the organisation. Our approach is designed

to support sustainable growth, protect

our reputation and maintain trust with our

stakeholders.

Internal Business Conduct

The Group is committed to conducting business ethically,

responsibly and in compliance with all applicable laws and

regulations. Our approach to internal business conduct is

underpinned by a clear framework of policies and standards

that set out expected behaviours for employees across the

organisation.

Core to this framework is the Group’s Code of Ethics and Business

Conduct, which applies to all employees and addresses areas

including ethical decision making, anti-bribery and corruption,

conflicts of interest, data protection and responsible behaviour.

Supporting policies, including whistleblowing, fraud prevention

and anti-facilitation of tax evasion, provide mechanisms for

raising concerns and ensuring issues are investigated and

addressed appropriately.

Details of matters raised through the whistleblowing process

are reported to the Audit Committee and are investigated on

a proportionate basis, either by independent management

or, where appropriate, by an external party under committee

oversight. During the current and preceding financial years,

matters raised through the whistleblowing process have

primarily related to employee related grievances and were

investigated and addressed in accordance with internal

procedures. Future disclosures will seek to include additional

metrics, such as the number of cases raised, substantiated and

resolved, and average time to close.

Training and awareness programmes support the consistent

application of these standards and help promote a culture of

integrity, accountability and trust throughout the Group.

Information Security and Data Protection

The Group recognises information security and data

protection as key components of effective governance and

risk management. During 2025, the Group maintained a strong

cyber security and data protection framework, with cyber risks

monitored on an ongoing basis and 24/7 threat detection and

response capabilities in place.

The Group remains Cyber Essentials certified, compliant with

GDPR and subject to independent external audits. Employee

cyber security awareness training and phishing simulations

continue to support a culture of responsible data handling and

risk awareness across the organisation.

External Business Conduct

Managing our Supply Chain

The Group is committed to responsible sourcing practices and

to promoting ethical and sustainable behaviour across its

supply chain. To support this, suppliers are required to meet

clear standards covering labour practices, health and safety,

environmental responsibility and legal compliance.

Sustainability Statement

Continued >

70%

of cotton purchases were Better Cotton Sourced

95%

of key suppliers completed sustainability

assessment

Awarded EcoVadis

Silver Medal

54%

of textile purchases derived from sustainable

content

Governance

Information

Our

Integrity

2025 HIGHLIGHTS

Our Integrity

Shareholder

Information

Company Financial

Statements

Group Financial

Statements

Corporate

Governance

Strategic

Report

A Sustainable Purchasing Policy and Guiding Principles of

Supplier Conduct are issued to new suppliers during onboarding,

setting out the Group’s expectations. Suppliers are required to

implement anti-slavery and anti-human trafficking policies and

to cascade these requirements through their own supply chains.

Standard contractual terms also require compliance with the

Modern Slavery Act 2015, including provisions relating to working

conditions, health, safety and wellbeing, the prohibition of child

and forced labour, non-discrimination, fair remuneration and

working hours.

Supplier Assessment

The Group enhanced its approach to supplier sustainability

assessment through the introduction of the EcoVadis platform

in 2024. EcoVadis provides an external, risk-based assessment

of supplier sustainability performance across key thematic

areas, including environment, labour and human rights, ethics

and sustainable procurement, benchmarked against a global

database of over 130,000 companies operating across more than

180 countries.

During 2025, the Group began onboarding suppliers to the

EcoVadis platform, prioritising an initial cohort of 20 key

suppliers representing the highest contributors to the Group’s

Scope 3 emissions and approximately 45% of total supply chain

spend. These suppliers were invited to complete a sustainability

assessment, supported by direct engagement to explain the

purpose of the exercise and the Group’s expectations. By the end

of the reporting period, 95% of invited suppliers had received an

EcoVadis rating, with no suppliers assessed as presenting low

performance across the core thematic areas. Specifically, no

suppliers received scores below 25 in Environment, Labour and

Human Rights, Ethics or Sustainable Procurement. Under the

EcoVadis methodology, scores below 25 fall into the ‘insufficient’

category, indicating significant gaps in sustainability practices

and a higher-risk profile.

Looking ahead, the Group intends to extend the use of EcoVadis

across a broader range of suppliers. Our ultimate intention is

to have a full mapping of our supply base to enable us to make

more informed decisions and strengthen our supplier due

diligence in the long term. We also plan to introduce the EcoVadis

carbon module to support improved understanding of suppliers’

emissions reporting maturity and Scope 3 data over time.

Sustainable Product Content

The Group tracks the composition and sourcing of textile

materials to understand resource use and progress towards

increased sustainable content across its product range.

Sustainably sourced materials represent a significant proportion

of textile inputs. In 2025, 54% of total textile weight was derived

from sustainable content, comprising 51% sustainably sourced

biological materials, primarily cotton, and 3% secondary

resourced materials.

The Group is a member of the Better Cotton Initiative (BCI) and

supports the improvement of cotton farming practices globally.

Better Cotton is sourced through a recognised mass balance

chain of custody model, under which cotton is not physically

traceable to end products but farmers benefit from demand in

equivalent volumes. This approach has now been implemented

group wide, including Luxury Linen and Johnsons Ireland.

Better Cotton represents the largest component of our

sustainable textile inputs. While 28% of our textile suppliers (by

number) provided Better Cotton during the year, these suppliers

account for a substantial proportion of cotton volumes. During

the reporting period, Better Cotton represented approximately

70% of total cotton purchased by weight, equivalent to 51% of

total textile inputs by weight.

Textile Resource Inflows

Sustainable Content 2023 2024 2025

Total Weight of Textile

Products (tonnes) 4,792 4,777 6,749

% of total weight are

biological materials

sustainability sourced 40 49 51

% of total weight are

secondary resourced

materials 1 1 3

% derived from

sustainable content 41 50 54

During the year, the Group continued to progress its transition

towards more sustainable textile solutions. Within the Workwear

division, the rollout of processable and reusable hamper bags

for industrial garments continued following successful trials,

supporting the elimination of single-use packaging for these

garments.

In the Republic of Ireland, unwrapped linen deliveries continued

to be implemented with selected hospitality customers where

operational and hygiene requirements allow. In parallel, the

Group continued to work with suppliers to increase the

proportion of sustainable content within its textile offerings,

including the use of recycled materials and biopolymers,

supported by the ongoing development of a Sustainable Content

roadmap.

The increase in total textile weight in 2025 reflects expanded

textile coverage (including heavier items such as towel rolls and

mats) and the addition of Empire following its acquisition.

External Validation

We participate in a number of external sustainability ratings

and assessments, which provide independent benchmarks of

our environmental, social and governance practices. Across

the reporting period, the Group has seen consistent year on

year improvements in its external ratings and scores where

assessments have been updated:

External

Rating 2023 2024 2025

Sustainalytics Low Risk

rating

(score of 18)

Low Risk

rating

(score of 16.7)

Low Risk

rating

(score of 17.1)

CDP Climate

Change B-

Water C-

Climate

Change B

Water B-

Climate

Change B

Water B

EthiFinance

Low Exposure

rating

(score of 46)

Low Exposure

rating

(score of 49)

Low Exposure

rating

(score of 59)

EcoVadis – – Silver

1. EthiFinance ratings correspond to the 2022, 2023 and 2024 assessment

years respectively.

Following registration in 2024, the Group undertook its first

EcoVadis assessment and, in June 2025, was awarded a Silver

Medal. This places the Group in the top 15% of companies

assessed globally and the top 4% within its industry category.

EcoVadis assessments evaluate sustainability performance

across four areas: Environment, Labour and Human Rights, Ethics,

and Sustainable Procurement.

Sustainability Statement

Continued >

42 Johnson Service Group PLC 2025 Annual Report & Accounts

Group Non-Financial and Sustainability Information Statement

This section of the Strategic report constitutes the Group Non-Financial and Sustainability Information statement to comply with the

Companies (Strategic Report) (Climate Related Financial Disclosure) Regulations 2022.

The table below sets out the information that we disclose in line with the requirements under sections 414CA and 414CB Companies Act

2006 and where it can be found in this annual report (‘AR&A’). Further disclosures, including Group policies and standards, can be found

on our website at www.jsg.com.

Reporting

Requirement

Policies and standards which govern our approach Relevant information necessary to understand our

business and its impact

JSG Employees Various HR related policies

Code of Ethics & Business Conduct

Group Health & Safety Policy

Group Bribery & Anti-Corruption Policy

Group Whistleblowing Policy

Group IT & Security Policy

Anti-Facilitation of Tax Evasion Policy

Fraud Prevention Policy

Group Sustainability Policy

Group Equity Diversity and Inclusion Policy

Board Diversity Policy

UK Gender Pay Gap Report

Group Anti-Sexual Harassment Policy

Share Dealing Code

Related Party Transactions Policy

Employee/Director Conflicts of Interest Policy

AR&A Pages 16 to 17

AR&A Pages 28 to 49

Fourth Annual Sustainability Report

Social Matters Code of Ethics & Business Conduct

Group Sustainable Purchasing Policy

Group Employee Volunteering Policy

Group Sustainability Policy

Guiding Principles of Supplier Conduct

Guiding Principles of Customer Conduct

AR&A Pages 16 to 17

AR&A Pages 28 to 49

Fourth Annual Sustainability Report

Human Rights Code of Ethics & Business Conduct

Group Bribery & Anti-Corruption Policy

Group Sustainable Purchasing Policy

Group Sustainability Policy

Modern Slavery Statement

Guiding Principles of Supplier Conduct

Guiding Principles of Customer Conduct

AR&A Pages 16 to 17

AR&A Pages 28 to 49

Fourth Annual Sustainability Report

Anti-corruption

and anti-bribery

matters

Various HR related policies

Code of Ethics & Business Conduct

Group Bribery & Anti-Corruption Policy

Group Whistleblowing Policy

Anti-Facilitation of Tax Evasion Policy

Fraud Prevention Policy

Share Dealing Code

Employee/Director Conflicts of Interest Policy

AR&A Pages 16 to 17

AR&A Pages 28 to 49

Fourth Annual Sustainability Report

Environmental

Matters

Group Health & Safety Policy

Group Sustainable Purchasing Policy

Group Sustainability Policy

AR&A Pages 16 to 17

AR&A Pages 28 to 49

Fourth Annual Sustainability Report

Principal risks

and impacts on

business activity

N/A AR&A Pages 28 to 49

Fourth Annual Sustainability Report

Description of

business model

N/A AR&A Pages 28 to 49

Fourth Annual Sustainability Report

Non-financial

key performance

indicators

N/A AR&A Pages 28 to 49

Fourth Annual Sustainability Report

Sustainability Statement

Continued >

Shareholder

Information

Company Financial

Statements

Group Financial

Statements

Corporate

Governance

Strategic

Report

Sustainability Reporting Framework Alignment

The table below provides a high-level overview of how the Group’s Sustainability Statement aligns with key sustainability reporting

frameworks. It is intended as a signposting tool and does not constitute a statement of full compliance.

Sustainability Topic Key disclosures covered GRI

(voluntary primary

framework)

UK SRS/IFRS S1 & S2

(voluntary readiness)

CSRD/ESRS

(voluntary alignment)

Governance and strategy Governance structure,

oversight, strategy and

policies

GRI 2, GRI 3 IFRS S1 – Governance,

Strategy

ESRS 2 (GOV, SBM)

Double materiality DMA scope,

methodology, results

and use

GRI 3 IFRS S1 – Identification

of sustainability-related

risks and opportunities

ESRS 1, ESRS 2

Climate change Energy use, GHG

emissions (Scopes 1-3),

targets and transition

planning

GRI 302, GRI 305 IFRS S2 – Climate ESRS E1

Water stewardship Water abstraction,

intensity metrics and

stewardship approach

GRI 303 IFRS S1 – Metrics and risk

management

ESRS E3

Waste and circular

economy

Waste metrics, landfill

reduction target,

circularity narrative

GRI 306, GRI 301 IFRS S1 – Metrics and

initiatives

ESRS E5

Own workforce Health and safety,

training, engagement,

diversity and inclusion

GRI 403, 404, 405 IFRS S1 – Human capital ESRS S1

Affected Communities

and Social Value

Community

engagement,

volunteering, donations

and social value

creation

GRI 413 IFRS S1 – Value chain

social impacts and

opportunities

ESRS S3

Supply chain and

sourcing

Supplier conduct,

assessments, due

diligence and

responsible sourcing

GRI 308, 414, 409 IFRS S1 – Value chain

risks

ESRS S2, ESRS G1

Business conduct and

ethics

Code of Conduct,

whistleblowing and

compliance

GRI 205, 206 IFRS S1 – Governance

and controls

ESRS G1

The Sustainability Statement has been prepared primarily in accordance with the Global Reporting Initiative Standards, which remain

the Group’s principal sustainability reporting framework. In anticipation of future expected mandatory requirements under the UK

Sustainability Disclosure Requirements, the content and structure of the Statement have also been informed by IFRS S1 and IFRS S2,

which are expected to be incorporated into the UK Sustainability Reporting Standards. Relevant aspects of the European Sustainability

Reporting Standards have been taken into account on a voluntary basis where they represent emerging best practice and where they

align with the material issues identified through the Group’s Double Materiality Assessment.

The alignment overview above is provided for signposting and transparency and does not represent a claim of full compliance with any

individual framework. A detailed standards cross-reference document is maintained internally and will support future alignment with

UK SRS once requirements are known and phased in.

Sustainability Related Risk

The Board is responsible for managing risks across the Group, including sustainability risks. Climate change and energy costs are key

risks, with mitigation measures such as site investments, energy efficient technologies and energy-saving initiatives in place.

As a business, climate change is critical for us and our stakeholders. We are committed to improving energy efficiency and reducing

greenhouse gas emissions. However, rising energy costs and potential levies remain concerns. Failure to move towards net zero

emissions could harm our brand and affect our ability to operate. Risks are identified and mitigated through the Group’s risk

management process as detailed on pages 50 to 56.

All operational sites follow ISO 14001 guidelines to manage environmental issues and ISO 9001 for quality management systems, with

44% production sites formally certified.

Sustainability Statement

Continued >

44 Johnson Service Group PLC 2025 Annual Report & Accounts

Task-force on climate-related financial disclosures (TCFD)

Statement of Compliance with TCFD Recommendations

(Section 414CB(2A) Companies Act 2006 and LR 6.6.6R(8))

For the financial year ended 31 December 2025, the Group has included climate-related financial disclosures within this Annual

Report that are consistent with the recommendations and recommended disclosures of the Task Force on Climate-related Financial

Disclosures (TCFD), except in respect of the specific areas set out below.

The Group’s climate-related disclosures are set out in this TCFD section on pages 44 to 47 and are structured around the four TCFD

pillars: Governance, Strategy, Risk Management, and Metrics and Targets.

Recommended Disclosures Not Fully Met

The Group has not yet fully met the following TCFD recommended disclosures:

• Strategy (b) – the detailed quantitative assessment of the financial impacts of climate-related risks and opportunities on the

organisation’s businesses, strategy and financial planning; and

• Strategy (c) – comprehensive resilience testing of the organisation’s strategy under multiple climate-related scenarios.

These disclosures have not been fully included in the current reporting period as the enhanced multi-scenario modelling and

associated financial quantification were not sufficiently developed at the reporting date to support robust and decision-useful

disclosure.

To address this, the Group has engaged an independent specialist consultancy to undertake enhanced quantitative climate

scenario modelling. The outcomes of this work are expected to be incorporated into the Annual Report for the financial year ending

31December 2026.

The Board remains committed to achieving full alignment with the TCFD Recommendations.

Sustainability Statement

Continued >

Shareholder

Information

Company Financial

Statements

Group Financial

Statements

Corporate

Governance

Strategic

Report

Overview of Climate-related Disclosures

In addition to the reporting alignment overview in the above, the Group continues to present climate-related disclosures with reference

to the recommendations of the TCFD, which remain relevant to the UK sustainability reporting framework. We are aware UK SRS will

supersede TCFD, however for this report we have prepared disclosures consistent with TCFD.

The below scenarios were developed using resources including the UK Climate Change Committee’s “The Adaptation Committee’s

Independent Assessment of UK Climate Risk (2021)”. A 1.5°C temperature rise is expected by the mid 2030s regardless of any mitigation

(IPCC 2023 Synthesis Report). It is expected this will lead to increasing extreme weather including precipitation and flooding. 2035

represents a realistic and reasonable limit for the Group’s long term risk scenario planning and so a temperature increase of 1.5°C by

2035 was considered for all scenarios below:

Risk Category Risk Description Potential Impact Response/Resilience/Opportunity

Acute Physical

Risk: Flooding

& Disruptive

weather events

17 JSG sites are potentially at an

increased risk of flooding from

coastal, fluvial, or precipitation

resulting in damage to site or

emergency relocation.

Damage to site, emergency

relocation, disruption to operations,

increased insurance cost.

We intend to implement processes

and procedures to ensure

that flood risk assessment and

extreme weather event

analysis is incorporated into all the

following processes:

• Building lease renewals and

new site plans

• Mergers and Acquisition

activity

• Annual Facilities Risk

Assessments

Chronic Physical

Risk: Sea

Level Rise

Sea level rise projected between

0.14-0.18m by 2040, affecting JSG

sites below 0.1m above sea level.

Long-term risk to site integrity,

potential need for relocation,

operational disruptions, and

increased cooling requirements.

None of JSG’s UK sites would be

impacted directly from the sea

level rises, however, we are still to

complete the analysis for the

acquired sites in the Republic of

Ireland and Tottenham (UK). We

intend to ensure that relevant

processes and procedures are in

place across relevant business

activities which include sea level

rise risk assessment and extreme

weather event analysis, and that

these are incorporated into our risk

management approach.

Chronic

Physical Risk:

Temperature Rise

Rising temperatures expected to

increase energy consumption by

10%, mostly for cooling

requirements, over the next

10 years.

Increased operational costs due to

higher energy demand, and

requirements to upgrade cooling

equipment.

The financial cost has not yet

been fully assessed however we

anticipate this could be material if

it were to be implemented across

our entire estate. We intend to

continue conducting site energy

efficiency assessments and

planning any strategic equipment

upgrades.

Opportunity:

Renewable Energy

Supply

Opportunity: Decentralised, low

carbon energy supply: Investment in

plant equipment and transitioning

to renewable energy supply such as

Power Purchase Agreement (PPAs).

Opportunity: Reduction in Scope

1 and 2 emissions, lower long term

energy costs, future proofing

against rising energy costs and

carbon taxes.

The Group recognises the

opportunity for the business to

continue to promote our services as

a commercially viable alternative to

existing and prospective customers

who will be faced with similar

energy and carbon emissions

concerns.

Sustainability Statement

Continued >

46 Johnson Service Group PLC 2025 Annual Report & Accounts

TCFD Recommended Disclosures

Governance

(a) Board oversight of climate-related risks and opportunities

The PLC Board retains ultimate responsibility for oversight of climate-related risks and opportunities. Oversight is delegated to the

Sustainability Committee, chaired by the Group CEO, which reports formally to the Board on a half yearly basis. Climate-related

matters are considered within principal risk discussions, strategic planning sessions and capital allocation decisions.

(b) Management’s role in assessing and managing climate-related risks and opportunities

Management is responsible for identifying, assessing and managing climate-related risks through the Group’s enterprise risk

management framework. The Head of Sustainability coordinates climate risk identification across operational sites, working with

Facilities, Procurement and Finance teams. Climate-related risks are reviewed through annual site risk assessments and escalated to

the Sustainability Committee where material. Progress against climate-related targets is monitored monthly by management and

reported to the Board at each scheduled meeting.

Strategy

(a) Climate-related risks and opportunities over short, medium and long term

The Group considers climate-related risks and opportunities across three time horizons:

• Short term (1–5 years): energy price volatility, regulatory change, carbon taxation and insurance cost impacts.

• Medium term (5–10 years): increased frequency and severity of extreme weather events affecting operational resilience.

• Long term (to 2050): structural transition to a low-carbon economy, decarbonisation requirements and escalating physical climate

risks including sea level rise.

Physical risks identified include flooding, sea level rise and temperature increase. Transition risks include regulatory change, carbon

pricing and energy market volatility. Opportunities include renewable energy procurement, energy efficiency investments and

enhanced commercial positioning with customers facing similar decarbonisation pressures.

(b) Impact on business, strategy and financial planning

Climate-related risks and opportunities are incorporated into strategic planning and capital allocation decisions. Energy cost

projections influence procurement strategy and investment in plant and equipment. Investment in renewable energy supply and

energy-efficient technologies forms part of the Group’s medium-term capital programme. While qualitative impacts on operations and

cost structures are assessed, enhanced quantitative modelling of potential balance sheet and income statement impacts is currently

in development, as described in the Compliance Statement above.

During the reporting period, the Group undertook qualitative analysis under a 1.5°C pathway to 2035, focusing on near- and medium-

term physical risk exposure. Enhanced modelling across three temperature pathways (below 2°C, 2–3°C and business-as-usual) and

across defined time horizons (short-, medium- and long-term to 2050) is currently being undertaken by an external consultancy. Full

quantitative resilience disclosure will be provided in the FY2026 Annual Report.

Risk Management

(a) Processes for identifying and assessing climate-related risks

Climate-related risks are identified through:

• Annual site-level risk assessments;

• Facilities risk reviews;

• Integration of climate considerations into lease renewals and acquisition due diligence; and

• Strategic risk workshops.

Physical exposure is assessed using geographic risk indicators and external climate data sources. Risks are evaluated using the

Group’s enterprise risk scoring methodology, considering likelihood, operational disruption and financial impact.

(b) Processes for managing climate-related risks

Mitigation measures include:

• Incorporation of flood and extreme weather analysis into lease and M&A decisions;

• Energy efficiency upgrades and plant modernisation;

• Renewable energy procurement through Power Purchase Agreements (PPAs); and

• Ongoing monitoring of regulatory developments.

Identified risks are assigned to accountable management leads and reviewed by the Sustainability Committee.

Sustainability Statement

Continued >

Shareholder

Information

Company Financial

Statements

Group Financial

Statements

Corporate

Governance

Strategic

Report

Sustainability Statement

Continued >

Climate-related risks are incorporated into the Group’s enterprise risk register and assessed alongside other principal risks. Where

material, these risks are reported to the Board and considered within principal risk disclosures and the Group’s viability assessment.

Climate-related risks are captured within the Principal Risks and Uncertainties disclosed within the Strategic Report on page 56.

Metrics and Targets

(a) Metrics used

The Group monitors Scope 1 and Scope 2 greenhouse gas emissions, energy consumption, and progress against its Vision 2030 targets.

(b) Scope 1 and Scope 2 emissions

Scope 1, Scope 2 and Scope 3 emissions are disclosed within the Sustainability section on page 33.

The Group has established Vision 2030 targets to reduce greenhouse gas emissions and transition plans towards renewable energy

supply. Performance against these targets is reviewed monthly by management and quarterly by the Board. Performance metrics are

disclosed in the Sustainability section on pages 32 to 35.

Future Enhancements

As noted in the TCFD Compliance Statement above, further work is required to enhance the quantitative financial assessment and

multi-scenario resilience analysis. While we have made significant strides in aligning our reporting with the recommendations of TCFD,

we recognise that the complexity of climate science and its economic implications requires a continuous evolution of our analytical

capabilities.

To ensure our strategy remains resilient under a range of potential futures, we have engaged a leading specialist third-party

consultancy to enhance our Climate Scenario Analysis. This strategic partnership marks a transition from a broad assessment to a

more granular, data-driven quantitative approach. By leveraging external expertise and sophisticated climate modelling tools, we aim

to eliminate blind spots in our current framework and ensure our disclosures reflect the latest scientific and economic consensus.

In the coming financial year, this consultancy will lead a comprehensive deep-dive assessment focused on three core areas:

• Three Distinct Pathways: We will test our business model against three rigorous climate scenarios: a below 2°C (Proactive), a

2°C-3°C scenario (Reactive), and a ‘business-as-usual’ scenario (Inactive).

• Defined Time Horizons: Recognising that climate impacts manifest over decades, the analysis will evaluate risks and opportunities

across short-term (1–5 years), medium-term (5–10 years), and long-term (up to 2050) horizons, aligning with our strategic planning

and capital expenditure cycles.

• Operational and Financial Quantification: The primary objective of this engagement is to move beyond high-level risk identification.

We will conduct a forensic examination of potential impacts on our physical assets, supply chain stability, and market demand. This

will result in a more precise quantification of potential financial impacts on our balance sheet and income statement, including

possible shifts in operational expenditure.

The insights gained from this enhanced analysis will be fundamental to our strategic decision-making. They will inform our Risk

Management Framework, capital allocation priorities, and our ongoing decarbonisation roadmap. We look forward to sharing the full

results of this enhanced modelling in our next Annual Report, providing our stakeholders with a sophisticated and transparent view of

how JSG is positioned to thrive in an uncertain climate future.

48 Johnson Service Group PLC 2025 Annual Report & Accounts

Baseline years note

Where relevant, baseline data has been recalculated to reflect changes in Group structure and organisational boundaries. Baseline

years remain unchanged unless otherwise stated. For the purpose of Sustainability Reporting, our baseline years are as follows:

Data Baseline Reporting Year Recent acquisitions not included in baseline year

People 2021 Regency, Celtic Linen, Empire

Safety 2022 Regency, Celtic Linen, Empire

Training 2023 Regency, Celtic Linen, Empire

Engagement 2021 Regency, Celtic Linen, Empire

Equity, Diversity and Inclusion 2022 Regency, Celtic Linen, Empire

Water 2022 –

Waste 2024 –

Plastics 2023 –

Energy and Carbon Scope 1,2 2022

–

Scope 3 Emissions 2022

–

Sustainable Textile Content 2021 Regency, Celtic Linen, Empire

Supply Chain 2022 Regency, Celtic Linen, Empire

Social Value 2021 Regency, Celtic Linen, Empire

1. Note: Calculation: 1 October 2021 to 30 September 2022

Sustainability Statement

Continued >

Shareholder

Information

Company Financial

Statements

Group Financial

Statements

Corporate

Governance

Strategic

Report

Jacobs 2025 Assurance Statement

Independent Assurance Summary 2025

Jacobs U.K. Limited (‘Jacobs’) has conducted assurance of selected sustainability data from Johnson Service Group PLC’s (‘JSG’) annual

report and accounts for the financial year ended 31 December 2025.

The assurance was undertaken in accordance with two standards; limited assurance was provided using the International Auditing

and Assurance Standards Board’s International Standard on Assurance Engagements 3000 (ISAE 3000 (Revised)), and moderate

assurance was provided using AccountAbility’s AA1000 Assurance Standard (AA1000AS v3).

The Jacobs assurance team has identified no material concerns with the select baseline and 2025 sustainability performance data.

In addition, JSG has demonstrated adherence to the AA1000 Accountability Principles (2018) of Inclusivity, Materiality, Responsiveness,

and Impact.

The assurance statements detail the key findings and conclusions, scope and methodology, and can be found on JSG’s website.

Jacobs U.K. Limited

London

2 March 2026

Sustainability Statement

Continued >

Risk

Management

Process

Principal

Risks and

Uncertainties

“We believe that effective risk

management is critical to the

achievement of our strategic

objectives and the long-term

sustainable growth of our

business. The Board continues

to take a proactive approach to

recognising and mitigating risk

with the aim of protecting its

employees and customers and

safeguarding the interests of the

Group and its stakeholders.”

50 Johnson Service Group PLC 2025 Annual Report & Accounts

Shareholder

Information

Company Financial

Statements

Group Financial

Statements

Corporate

Governance

Strategic

Report

Risk Appetite

The Board interprets appetite for risk as the level of risk that

the Group is willing to take in order to meet its strategic goals.

The Board communicates its approach to, and appetite for, risk

to the business through the strategy planning process and the

internal risk governance and control frameworks. In determining

its risk appetite, the Board recognises that a prudent and robust

approach to risk assessment and mitigation must be carefully

balanced with a degree of flexibility so that the entrepreneurial

spirit which has greatly contributed to the success of the Group

is not inhibited. Both the Board and the Audit Committee

remain satisfied that the Group’s internal risk control framework

continues to provide the necessary element of flexibility without

compromising the integrity of risk management and internal

control systems.

Emerging Risks

The Board has established processes for identifying emerging

risks, and horizon scanning for risks that may arise over the

medium to long term. Emerging and potential changes to

the Group’s risk profile are identified through the Group’s risk

governance frameworks and processes, and through direct

feedback from management, including changing operating

conditions, market and consumer trends.

Principal Risks and Uncertainties

The principal risks and uncertainties affecting the Group are set

out below, together with details on how the Board takes action to

mitigate each risk. These risks and uncertainties do not comprise

all of the risks that the Group may face and are not necessarily

listed in any order of priority. The Group faces a number of

operational risks on an ongoing basis, such as litigation and

financial risks. Additional risks and uncertainties not presently

known to the Board, or which are considered to be remote or are

deemed to be less material at the date of this Annual Report,

may also have an adverse effect on the Group. For each principal

risk we have set out the risk rating that has been attributed

to each risk. Risk ratings are shown as ‘net’ i.e. the residual risk

rating taking account of the controls and mitigation in place.

In accordance with the provisions of the Financial Reporting

Council’s 2024 UK Corporate Governance Code (the ‘Code’),

the Board has taken into consideration the principal risks and

uncertainties in the context of determining whether to adopt

the going concern basis of preparation and when assessing the

future prospects of the Group.

Our approach to Risk Management

The Board takes a proactive approach to risk management,

aimed at protecting and safeguarding the interests of the

Company and its stakeholders in a constantly changing

environment. The Board has overall accountability for ensuring

that risk is effectively managed across the Group and, on behalf

of the Board, the Audit Committee coordinates and reviews the

effectiveness of the Group’s risk management process.

Risks are reviewed on an ongoing basis and are measured

against a defined set of likelihood and impact criteria. This is

captured in consistent reporting formats enabling the Audit

Committee to review and consolidate risk information and

summarise the principal risks and uncertainties facing the Group.

Wherever possible, action is taken to mitigate, to an acceptable

level, the potential impact of identified principal risks and

uncertainties.

Risk Rating Risk Level Action

20+

Very High Risk Stop

12 to 16

High Risk Urgent Action

8 to 10

Medium Risk Action

4 to 6

Low Risk Monitor

1 to 3

Very Low Risk No Action

The Board formally reviews the most significant risks facing

the Group twice a year, or more frequently should new matters

arise. Throughout 2025, and other than as described below, the

overall risk environment remained largely unchanged from that

reported within the Group’s 2024 Annual Report.

Severe 5

Significant 4

Moderate 3

Minor 2

Insignificant 1

1 2 3 4 5

Improbable Remote Possible Likely Almost

Certain

LIKELIHOOD

IMPACT

52 Johnson Service Group PLC 2025 Annual Report & Accounts

Principal Risks and Uncertainties

Continued >

Key

Increased risk Decreased risk Static risk

Risk Mitigation

ECONOMIC AND POLITICAL CONDITIONS

Risk Rating: High

Our business could be susceptible to adverse changes

in, inter alia, economic conditions, employment levels

and customer spending habits, all of which could

impact our profitability and cash flow.

Current macro-economic conditions could negatively

impact consumer spending and hence demand for our

services, particularly in HORECA.

Geopolitical tensions, such as those in the Middle

East and the ongoing Russia-Ukraine conflict or the

potential for US imposed tariffs, could have an impact

on the price, or availability, of inputs (e.g. energy) and

have heightened threats to national security.

Given the diversity of our customer base and the various industries which

we serve, it is generally possible to contain the impact of these adverse

conditions. Each business continually reviews its routes to market,

changes in customer demands and expectations and cost base so that it

can react appropriately to the impact of the wider economy.

Any adverse impact on cash flow could be mitigated in the short term by

controls over capital expenditure and other discretionary spend.

The Group has long standing relationships with its key suppliers and

aims to develop a strategic partnership approach. These relationships

mitigate, to a certain extent, the risk of a supplier not being able to

supply us. In the event that a supply was rationed, for example energy

blackouts at certain times, we would seek to adjust our shift and work

patterns accordingly.

As further detailed below within ‘Cost Inflation’, and in order to provide

protection from pricing volatility, the Group proactively forward

purchases certain of its energy requirements.

COST INFLATION

Risk Rating: High

Our objective is always to deliver the right level of

service in the most efficient way. An increase in the cost

of labour, together with associated taxation increases,

or supplies, for example, energy, could constitute a risk

to our ability to do this.

We seek to manage the impact of cost inflation by continuing to drive

greater efficiencies through supplier rationalisation, labour scheduling

and productivity improvements, the latter of which is evidenced by our

ongoing investment in state of the art, energy efficient machinery.

Cost indexation in certain of our contracts also gives us the contractual

right to review pricing with our customers.

Along with many other businesses, we are seeing significant inflationary

pressures on some of our costs, particularly in respect of labour,

however, our existing scale and focus on operational excellence means

we are well placed to address these challenges proactively without

compromising our market share opportunity. Furthermore, we are

protected to a large extent from the current volatility in prices with, at

the time of writing, some 90% of our 2026 anticipated gas requirement

and some 85% of our 2026 anticipated power requirement at fixed prices,

with reducing amounts fixed into 2027 and beyond. We are proactively

monitoring the market with the aim of entering into further fixed

arrangements when appropriate and have also continued to secure and

implement price increases across our customer base.

Trend:

Shareholder

Information

Company Financial

Statements

Group Financial

Statements

Corporate

Governance

Strategic

Report

Risk Mitigation

FAILURE OF STRATEGY

Risk Rating: High

Our current business model sets out our intentions

to expand the Group by actively pursuing strategic

acquisition opportunities within the textile services

market. Failure to identify suitable targets, or failure to

successfully integrate them, would adversely impact

our growth plans and potentially lead to lower investor

confidence.

There is considerable knowledge and expertise within the Group with

regard to acquisitions. An experienced acquisition team, together with

external advisors where appropriate, is involved in all acquisition activity

and we have a proven track record of successfully integrating businesses

into the wider Group.

Whilst the main challenge, particularly given the current macroeconomic

environment, is in identifying suitable targets and determining an

appropriate level of consideration on acceptable terms, our knowledge

of and relationships with other market participants leaves us well

positioned to take advantage of opportunities.

RECRUITMENT, RETENTION AND MOTIVATION OF EMPLOYEES

Risk Rating: High

As a service orientated Group, attracting, retaining

and motivating the best people with the right skills, at

all levels of the organisation, is key to the long-term

success of the Group.

Short term disruption could occur if a key member of

our team was unavailable at short notice, either on a

temporary or permanent basis. The current economic

conditions may increase the risk of attrition in critical

senior management positions.

The Group aims to mitigate this risk by targeted resource management

and has established training, development, performance management

and reward programmes to attract, retain, develop and motivate our

people.

The Group also undertakes employee engagement reviews, led by

an external consultant, and operates a number of well-established

initiatives in response to our people’s needs.

The Group regularly reviews the adequacy and strength of its

management teams to ensure that appropriate experience and training

is given such that there is not an over reliance on any one individual.

Furthermore, the Group has continued to develop succession planning

as part of the development programmes for our people. Succession

Planning is also now a regular agenda item at Board meetings.

LOSS OF A PROCESSING FACILITY

Risk Rating: High

The loss of a key processing facility could result in

significant disruption to our business.

A wide geographic spread of processing facilities mitigates, to an extent,

the effect of a temporary loss of any single facility as our estate provides

us the ability to relocate the processing of work. Detailed business

continuity plans are in place for the processing to be relocated quickly

and efficiently, as demonstrated in June 2025 following a fire at our small

industrial workwear processing unit in Bristol.

Furthermore, insurance cover is in place such that the increased

cost of working following a loss of processing capacity may, in some

circumstances, be recovered.

COMPETITION AND DISRUPTION

Risk Rating: High

We operate in a highly competitive environment.

Aggressive pricing from our competitors could cause a

reduction in our revenues and margins.

We aim to mitigate this risk by continuing to promote our differentiated

propositions and focusing on our points of strength, such as

transparency of our pricing, flexibility in our cost base, quality and value

of service and innovation.

Our diversified customer base and non-reliance on any one particular

customer mitigates this risk to an extent.

Trend:

54 Johnson Service Group PLC 2025 Annual Report & Accounts

Risk Mitigation

INFORMATION TECHNOLOGY FAILURES AND CYBER SECURITY

Risk Rating: High

The digital world presents many risks for a business

including, but not limited to, technology failures, loss

of confidential data, data privacy breaches and

damage to brand reputation through, for example, the

increased threat of cyber-attacks and the widespread

use and instantaneous nature of social media.

Disruption caused by the failure of key software

applications, security controls or underlying

infrastructure, or disruption caused by cyber attacks,

could impact day-to-day operations and management

decision making or result in regulatory fines, other

sanctions and/or third-party claims.

A combination of increased geopolitical tensions,

economic instability and accessibility of sophisticated

artificial intelligence (‘AI’) enabled tools and

techniques have contributed to a significant increase

in the risk of phishing and malware attacks, including

ransomware, across all industries.

We seek to assess and manage the effectiveness of our security

infrastructure and our ability to effectively defend against current and

future cyber risks by using analysis tools and experienced professionals

to evaluate and mitigate potential impacts. We are currently working

alongside external consultants to review and, where appropriate,

strengthen our security infrastructure. Externally facilitated cyber

awareness training has been provided to senior management and

similar training is being rolled out further across the Group. Furthermore,

we continually increase our employees’ awareness of phishing and

malware attacks through the circulation of regular educational

materials and simulation training.

We also have in place appropriate and tested crisis management

procedures to handle issues in the event of our defences being breached.

This is supported by using industry standard tooling, experienced

professionals and partners and regular compliance monitoring to

evaluate and mitigate potential impacts.

We are focused on the need to maximise the effectiveness and security

of our information systems and technology as a business enabler and to

reduce both cost and exposure as a result. As such, we continue to invest

in technology and specialist resources in order to further strengthen our

platforms, controls and defences.

PANDEMIC OR OTHER NATIONAL CRISIS

Risk Rating: Medium

The Group’s operations were significantly disrupted

by the global COVID-19 pandemic and associated

containment measures. The Board is cognisant that

a future significant unexpected event, such as a

pandemic or other national crisis, could cause further

business risk and have a material impact on the Group.

Detailed business continuity plans are in place and, in response to

COVID-19, the Group demonstrated its ability to continue trading

throughout the pandemic through the implementation of action plans to

protect the liquidity of the Group, reduce the cost base and protect the

health, safety and wellbeing of our employees.

The Board will continue to keep the potential for a significant

unexpected event under review as part of its overall assessment of risk.

HEALTH AND SAFETY

Risk Rating: Medium

Health and safety in the workplace is an extremely

important consideration for an employer. Legislation

is complex and failure to ensure that our employees

remain safe at work may lead to serious business

interruption and could result in criminal and civil

prosecution, increased costs and potential damage to

our reputation.

The Group has policies, procedures and standards in place, which are

continuously updated, to ensure compliance with legal obligations

and industry standards. Regular health and safety audits and risk

assessments are undertaken across the Group. Regular training is

provided to our people to ensure they are clear on their role and

accountabilities with regards to health, safety and wellbeing practices.

Prompt incident reporting procedures are maintained and all employees

are encouraged to report ‘near misses’ in order that additional safety

procedures are implemented where applicable.

All Board and management meetings throughout the Group feature a

health and safety update as an agenda item.

Trend:

Principal Risks and Uncertainties

Continued >

Shareholder

Information

Company Financial

Statements

Group Financial

Statements

Corporate

Governance

Strategic

Report

Trend:

Risk Mitigation

COMPLIANCE AND FRAUD

Risk Rating: Medium

Ineffective management of compliance with

increasingly complex laws and regulations, or evidence

of fraud, bribery and corruption, anti-competitive

behaviour or other serious misconduct, could have

an adverse effect on the Group’s reputation and

could result in an adverse impact on the Group’s

performance and/or reputation if significant financial

penalties are levied or a criminal action is brought

against the Company or its Directors.

Operating across more than one jurisdiction elevates

this risk due to non-standard laws and regulations

applying to different territories.

The Group’s zero tolerance based Code of Ethics (the ‘Code of Ethics’)

governs all aspects of our relationships with our stakeholders and, in

conjunction with our dedicated Whistleblowing Hotline, is aimed at

promoting a strong culture of integrity throughout the Group. All alleged

breaches of the Code of Ethics, including any allegations of fraud, are

investigated and action taken where appropriate.

The Group’s procedures include regular operating reviews, underpinned

by a continual focus on ensuring the effectiveness of internal controls.

The Group undertakes a robust risk management assessment that helps

properly identify major risks and ensures the internal control framework

remains effective through regular monitoring, testing and review.

Emerging regulatory and compliance risks are included in this process to

enable visibility and planning to address them.

Regulation and compliance risk is also considered as part of our annual

business planning process.

Whilst operating across more than one jurisdiction does elevate this

risk, this is mitigated through the knowledge and experience of local

management and, where appropriate, through the use of professional

advisors.

CUSTOMER SALES AND RETENTION

Risk Rating: Medium

For our businesses to grow organically, we are

reliant on securing and retaining a diverse range of

customers. A reliance on any one particular customer

or group of customers may present a risk to the future

cash flows of the Group should they not be retained.

Similarly, increased competition could hinder the

Group in securing new, or retaining existing, customers.

Adverse economic conditions may lead to an increased

number of our customers and clients being unable to

pay for existing or additional products and services or,

in more extreme circumstances, an increase in business

failures and insolvencies.

We have strategies which strengthen our long-term relationships

with our customers based on quality, value and innovation. Regular

customer feedback surveys are undertaken across the Group and, where

applicable, appropriate action taken.

Our business model is structured so that we are not reliant on one

particular customer or group of customers.

The Group has limited concentration of credit risk with regard to trade

receivables given the diverse and unrelated nature of the Group’s

customer base.

Trend:

Principal Risks and Uncertainties

Continued >

56 Johnson Service Group PLC 2025 Annual Report & Accounts

Risk Mitigation

CLIMATE CHANGE & ENERGY COSTS

Risk Rating: Medium

Climate change is increasingly becoming more

significant and we foresee that, over time, it may

have a greater impact on the Group’s operations. For

example, unpredictable weather patterns brought

about by climate change are leading to increasingly

more intense storms and flash flooding.

The industry we operate in is, by its very nature,

energy intensive. Climate change is important to us

as a business and to our stakeholders and we are

committed to energy efficiency improvement and

reducing our greenhouse gas emissions however, there

remains the potential for us to see increases in both the

cost of energy as well as the potential introduction of

associated levies or taxation.

Failure to appropriately demonstrate that as a

business we are committed and moving towards net

zero carbon emissions could negatively impact our

brand and also impact our ability to operate and/or

remain relevant to our customers and consumers.

Failure to remain up to date or comply with climate

change disclosure requirements could lead to material

financial, reputational or regulatory risks to the Group.

Detailed business continuity plans are in place for the processing of

work to be relocated quickly and efficiently. Furthermore, material

damage and business interruption insurance cover is in place such that

damage to property and the increased cost of working following a loss

of processing capacity may, in some circumstances, be recovered.

The Group seeks to minimise volatility and manage price risk through

hedging and forward buying arrangements for its diesel, electricity and

gas requirements.

Whilst we are unable to eradicate the risk of energy levies and/or taxes

being introduced, we seek to mitigate such risk by continually investing

in our sites and installing the latest technologically efficient machinery,

for example, water and heat recovery systems.

The launch of our refreshed Sustainability Strategy and Vision 2030

targets in 2022 demonstrates the commitments we are making in this

area. These commitments are further supported by sustainability targets

having been incorporated into Executive and senior management

remuneration targets since 2022.

We have a Sustainability Committee to oversee our environmental

commitments. The role of the Committee is to lend support, to monitor

progress and provide guidance on our priority areas, ensuring that our

targets are ambitious, realistic, and in the long-term interests of the

Group, our stakeholders and the environment.

The Group already complies with SECR reporting requirements and

has improved and increased its TCFD reporting year on year. In terms

of Scope 3 reporting, we are working alongside third party consultants

in order to further understand and develop our approach and

methodology. Further details in respect of SECR, TCFD and Scope 3

emissions are set out within our Sustainability report.

Trend:

Principal Risks and Uncertainties

Continued >

Shareholder

Information

Company Financial

Statements

Group Financial

Statements

Corporate

Governance

Strategic

Report

Principal Risks and Uncertainties

Continued >

60 Directors and Officers

62 Directors’ Report

69 Statement of Directors’

Responsibilities

in Respect of the

Financial Statements

70 Corporate Governance

Report

58 Johnson Service Group PLC 2025 Annual Report & Accounts

84 Audit Committee

Report

94 Directors’

Remuneration Report

91 Nomination

Committee Report

Shareholder

Information

Company Financial

Statements

Group Financial

Statements

Corporate

Governance

Strategic

Report

Peter Egan

Chief Executive Officer

Committee Memberships: Disclosure Committee Chair;

Sustainability Committee Chair

Skills & Experience

Peter was appointed as Chief Executive Officer on 1 January 2019 having

previously held the role of Chief Operating Officer since 1 April 2018. He

joined the Group in 1998 and has almost 30 years’ experience in the Textile

Services industry. Prior to his appointment to the Board, Peter was the

Managing Director of Johnsons Workwear, the Group’s workwear rental

business, having also previously held a number of senior roles within that

business. Peter is also a Board member of the European Textile Services

Association.

Ryan Govender

Chief Financial Officer

(Appointed 1 October 2025)

Committee Memberships: Member of the Disclosure Committee;

Member of the Sustainability Committee

Skills & Experience

Ryan was appointed as Chief Financial Officer and joined the Board of

Johnson Service Group PLC on 1 October 2025. Ryan is an experienced CFO

and brings extensive, listed, corporate finance and commercial expertise

to his role at JSG, having worked for over 20 years in senior finance roles

across global FMCG businesses, particularly in the food sector. Previously,

Ryan was CFO and Europe MD at Treatt Plc, a natural extracts and

ingredients manufacturer with operations in the UK, the USA and China.

Prior to his role at Treatt Plc, Ryan held several roles with Associated

British Foods (‘ABF’), the international food, ingredient and retail group,

most recently as CFO of SPI Pharma. Before that, Ryan held senior

finance and management roles within other ABF businesses, including

Speedibake, Germains Seed Technology, Illovo Sugar, and at ABF plc. Ryan

qualified as a Chartered Accountant at PwC in South Africa.

Jock Lennox

Non-Executive Chair

Key Committee Memberships: Nomination Committee Chair;

Member of the Remuneration Committee

Skills & Experience

Jock was appointed as Non-Executive Chair in May 2021. Jock, a Chartered

Accountant with extensive experience across a range of sectors, spent

30 years with Ernst & Young LLP (‘EY’), holding a number of leadership

positions both in the UK and globally, including 20 years as a partner.

Since leaving EY in 2009, he has developed an active board career and is

currently the Chairman of Clarion Housing Group the UK’s largest not-for-

profit housing association. Jock was, most recently, Senior Independent

Director and Audit Committee Chair of Barratt Redrow plc until November

2025 and was, previously, Chair of Enquest PLC and Hill & Smith Holdings

PLC, having also previously served on the boards of Dixons Carphone PLC,

Oxford Instruments PLC and A&J Mucklow Group PLC.

Directors and

Officers

60 Johnson Service Group PLC 2025 Annual Report & Accounts

Shareholder

Information

Company Financial

Statements

Group Financial

Statements

Corporate

Governance

Strategic

Report

Chris Girling

Senior Independent Non-Executive Director

Key Committee Memberships: Audit Committee Chair; Member

of the Remuneration Committee; Member of the Nomination

Committee

Skills & Experience

Chris joined the Board as a Non-Executive Director on 29 August 2018. A

Chartered Accountant by training, he has a background in a variety of

sectors, including support services, distribution, construction and defence.

Since retiring from full time executive roles in 2007, where he spent the

last 16 years as Group Finance Director for two FTSE 250 support services

companies, Chris has pursued a non-executive career. In January 2024,

after a 16 year term, Chris stepped down as Chair of Trustees for the

Slaughter and May Pension Fund. Chris was previously a Non-Executive

Director and Chair of the Audit Committee of South East Water Limited,

before stepping down, after 8 years, in January 2023. Chris also served

as the Senior Independent Non-Executive Director and Chair of the Audit

Committee of Workspace Group PLC, prior to stepping down from the

Workspace Group PLC Board in January 2022.

Nicola Keach

Independent Non-Executive Director

Key Committee Memberships: Member of the Audit Committee;

Member of the Remuneration Committee; Member of the

Nomination Committee

Skills & Experience

Nicola joined the Board as a Non-Executive Director on 1 June 2022.

She has extensive experience across a range of sectors, having worked

within a number of B2B service organisations of scale. Most recently,

Nicola served as Chief Executive Officer of Tivoli Group, one of the largest

providers of Grounds Maintenance in the UK, having joined the company

in November 2021 with a remit to grow the business both organically and

through aggressive acquisition. In November 2024, Nicola led a successful

exit for Tivoli’s private equity owners through Tivoli’s acquisition by

Nurture Group. Prior to joining Tivoli, Nicola spent nearly a decade at

utilities company ENGIE, latterly as Chief Executive Officer for the UK

and Ireland. Nicola’s early career was with Serco, the FTSE 250 provider

of public services, where she quickly progressed to hold a number of

leadership roles, including National Operations Director for Healthcare

and Business Development Director for Healthcare.

Kirsty Homer

Independent Non-Executive Director

Key Committee Memberships: Remuneration Committee Chair;

Member of the Audit Committee; Member of the Nomination

Committee

Skills & Experience

Kirsty joined the Board as a Non-Executive Director on 1 August 2023 and

was appointed as the Company’s Remuneration Committee Chair and

designated Non-Executive Director for Workforce Engagement with effect

from 1 November 2024. Kirsty is a highly experienced HR practitioner

who is, currently, Group People Director for Blue Coast Capital and Chief

People Officer for River Island, the British based, multi-channel, fashion

brand and retailer. In February 2024 Kirsty was appointed as a Non-

Executive Director of The King’s Trust Trading Limited, the commercial

and events arm of The King’s Trust. Previously, Kirsty served as Group

HR Director for the Howden Joinery Group Plc group of companies

(“Howdens”). Prior to her role at Howdens, Kirsty served as Global People

& Governance Director for the Mothercare Plc group of companies during

its turnaround phase and restructure, helping to transform the business

into a successful global franchisor. Kirsty has also held senior HR roles

at Waitrose and John Lewis before being appointed Personnel Director

there in 2013.

Yvonne Monaghan

Former Chief Financial Officer

(Resigned 1 October 2025)

Skills & Experience

Yvonne has significant experience in the Textile Services industry having

joined the Group as Group Management Accountant in 1984 after

qualifying as a Chartered Accountant with Deloitte Haskins and Sells. She

was appointed as Company Secretary and Group Financial Controller

in 1985 and joined the Board as Chief Financial Officer on 31 August

2007. Yvonne is also the Senior Independent Non-Executive Director

and Chair of the Audit Committee of The Pebble Group PLC and, prior to

stepping down from their Board in September 2020, was also the Senior

Independent Non-Executive Director and Chair of the Audit Committee

of NWF Group PLC. On 1 October 2025 Yvonne stepped down from the

Board as Chief Financial Officer and resigned as an Executive Director

of the Company. Yvonne then remained employed by the Company

until 28 February 2026 (the “End Date”) to, initially, complete a handover

process with her successor as Chief Financial Officer, Ryan Govender, and,

thereafter, to be available to support the Company. Yvonne then ended

such employment with the Company and retired on the End Date.

Christopher Clarkson

General Counsel & Company Secretary

Skills & Experience

Chris was appointed General Counsel & Company Secretary on

5September 2022. Chris started his career at the international law firm

DLA Piper UK LLP where he qualified as a Solicitor in 2008. He joined

Brammer plc (now Rubix), the pan-European industrial distributor, in 2011

and was appointed Head of Legal there in 2017.

62 Johnson Service Group PLC 2025 Annual Report & Accounts

The Directors present their Annual Report and the audited

Consolidated and Company Financial Statements for the year

ended 31 December 2025.

This Report includes information required by the Companies

Act 2006 (‘Companies Act’) and the UK Financial Conduct

Authority’s (‘FCA’) UK Listing Rules (‘UKLR’) and forms part of the

management report as required by Rule 4 of the FCA’s Disclosure

Guidance and Transparency Rules (‘DTR’). Additional information

which is incorporated by reference into this Directors’ Report can

be located by reference to the table below. As permitted by the

Companies Act, the Directors’ Report includes the disclosures in

the Strategic Report on:

Subject Matter

Location

in Annual

Report (page)

Indication of likely future developments in the

business of the Company

6 to 56

Viability statement 15

Climate change emission reporting 32 to 35

Employee engagement 36 to 37

Directors who held office during the year 60 to 61

Stakeholder engagement 16 to 17

Financial risk management 88 to 89

The Strategic Report can be found on pages 6 to 56 and includes

details of important events and the Company’s business model

and strategy. In addition, the Corporate Governance Report on

pages 70 to 83, the report on Sustainability on pages 28 to 49

(including with regard to information about the employment of

disabled persons, employee involvement and share schemes),

and the Directors’ Responsibilities Statement on page 69 are also

incorporated into this Directors’ Report by reference.

Principal Activities and Business Overview

Johnson Service Group PLC (the ‘Company’) is incorporated and

domiciled in the UK, its registered number is 523335 and the

address of its registered office is Johnson House, Abbots Park,

Monks Way, Preston Brook, Cheshire, WA7 3GH. The Company

is a public limited company and has all of its ordinary shares

admitted to the Equity Shares (Commercial Companies)

Category of the Official List of the Financial Conduct Authority

(FCA) and to trading on London Stock Exchange plc’s Main

Market for listed securities.

The Principal Activities and Business Overview of the Group are

set out within the Strategic Review.

The Company has no branches outside of the United Kingdom.

The Group’s activities in the Republic of Ireland are conducted

through subsidiaries incorporated and registered in that

jurisdiction. Details of subsidiary companies are provided on

pages188 to 189.

Results and Dividends

The Group’s retained profit after taxation for the year from all

operations amounted to £37.1 million (2024: £35.6 million).

The dividend comprises an interim dividend of 1.6 pence (2024:

1.3 pence) per Ordinary share and a proposed final dividend

of 3.2 pence (2024: 2.7 pence) per Ordinary share which will, if

approved by Shareholders at the AGM, be paid on 15 May 2026 to

shareholders on the register at the close of business on 17 April

2026. This total dividend of 4.8 pence per Ordinary share, subject

to the approval of Shareholders, will amount to a dividend

distribution for the year, based on the number of shares in issue

as at the date of this Report, of £18.4 million (2024: £16.5 million).

Details of the results for the year are shown on the Consolidated

Income Statement on page 127 and the business segment

information is given on page 144.

Generally, the trustee of the employee benefit trust, The Johnson

Service Group PLC Employee Share Trust (EST), which operates in

connection with the Company’s share incentive plans, waives its

right to receive dividends on any shares held by it. Further details

of the EST can be found on page 173. The value of the dividends

payable during the year ended 31 December 2025 that were

waived by the EST was £118 (2024: £289).

Share Capital

The Company has a single share class which is divided into

ordinary shares of 10 pence each. At the date of this Report,

377,792,229 ordinary shares of 10 pence each have been issued,

all of which are fully paid up or credited as fully paid. All of the

ordinary shares are admitted to the Equity Shares (Commercial

Companies) category of the FCA’s Official List and to trading on

London Stock Exchange plc’s Main Market and may be traded

through the CREST system. The currency of the ordinary shares

is British pounds sterling. As at the date of this Report, the

Company held no ordinary shares in treasury.

The rights attaching to the ordinary shares are uniform in all

respects and they form a single class for all purposes, including

with respect to attendance and speaking and general meetings

of the Company, appointing proxies and exercising voting rights

and for all dividends and other distributions thereafter declared,

made or paid on the ordinary share capital of the Company.

As noted above, a waiver of dividend exists in respect of the

shares held by the EST as of 31 December 2025 and with respect

to future dividends. Details of the shares purchased by the EST

during the year are outlined in note 32 to the Consolidated

Financial Statements.

On a show of hands, every Shareholder who is present in person

or by proxy shall have one vote and, on a poll, every Shareholder

present in person or by proxy shall have one vote per ordinary

share provided that all sums due in respect of such share are fully

paid. The total number of voting rights attaching to the issued

ordinary share capital at the date of this Report is 377,792,229.

Directors’ Report

Shareholder

Information

Company Financial

Statements

Group Financial

Statements

Corporate

Governance

Strategic

Report

As the shares rank equally, none of them carry any special rights

with regards to control of the Company. Such equal rights apply

to shares acquired through any of the Company’s employee

share schemes and those shares so acquired carry no lesser

or greater rights than shares acquired in the Company in any

other way. Accordingly, provided that all sums due in respect

of such share are fully paid, there are no restrictions on voting

rights attaching to any shares, whether relating to the level of

shareholding or otherwise.

There are no specific restrictions on the transfer of securities

in the Company, other than as contained in the Articles of

Association, this paragraph and certain laws or regulations,

such as those related to insider dealing or market abuse, which

may be imposed from time to time. The Directors and certain

employees are required to obtain approval prior to dealing in

the Company’s securities. In addition, LTIP awards granted to

Directors in 2019 and thereafter are subject to a two-year post-

vesting holding period. During such holding period the recipient

may not normally dispose of any of the shares resulting from

the exercise of their LTIP award other than in certain limited

circumstances as set out in the LTIP scheme rules.

Changes in the Company’s share capital during 2025, including

the total issued share capital at the end of the year, details of

purchases and transfers by the EST during the year, together

with details of outstanding share options granted over unissued

capital, are set out in notes 29, 30 and 32 to the Consolidated

Financial Statements. Details relating to the Company’s share

buyback programmes in 2025 are set out below (Purchase of own

Shares).

Shareholders Authority for the Allotment of

Resolutions are sought at each AGM to permit the Company to

allot, subject to shareholder approval, new shares under specific

circumstances. They are a function of addressing funding or

share scheme needs and not a tool for employing anti-takeover

measures. Further details are given in the 2026 Notice of Annual

General Meeting.

Shareholders’ Authority for the Purchase by

the Company of its own Shares

At the 2025 Annual General Meeting, Shareholders authorised

the Company to make market purchases of up to a maximum

aggregate of 41,498,320 Ordinary shares, which represented

approximately 10% of the Company’s issued Ordinary share

capital on the latest practicable date prior to publication of

the 2025 Notice of Annual General Meeting. The minimum price

allowed for such purchases is 10 pence and the maximum is 105%

of the average of the middle market quotation of such shares

for the five business days immediately preceding the day of

purchase. Except for amending the maximum number of shares

subject to the authority, the Directors intend to seek renewal of

this authority, which is due to expire at the conclusion of the 2026

Annual General Meeting. Further details are given in the 2026

Notice of Annual General Meeting.

Purchase of own Shares

On 5 March 2025, the Company announced the commencement

of a share buyback programme with an aggregate market

value equivalent of up to £15.0 million (excluding expenses)

(‘March 2025 Share Buyback Programme’). Consistent with the

Company’s capital allocation policy, the purpose of the March

2025 Share Buyback Programme was to reduce the Company’s

share capital. Pursuant to the March 2025 Share Buyback

Programme, the Company entered into a non-discretionary

instruction with Investec Bank plc to purchase up to £15.0million

(excluding expenses) of the Company’s Ordinary shares of

10pence each and to make trading decisions under the March

2025 Share Buyback Programme independently of the Company

in accordance with certain pre-set parameters. On 4 June 2025,

the Company announced that it had extended the March 2025

Share Buyback Programme by a further £15.0 million (excluding

expenses), making £30.0 million in total (the ‘March 2025 Share

Buyback Programme Extension’).

The March 2025 Share Buyback Programme (as extended

pursuant to the March 2025 Share Buyback Programme

Extension) commenced on 5 March 2025 and ended on 28 August

2025 and, pursuant to which, during the year ended 31 December

2025, the Company bought back through market purchases

on the London Stock Exchange 21,074,153 Ordinary shares with

a nominal value of 10 pence each, representing 5.1 per cent of

the shares in issue prior to the commencement of the March

2025 Share Buyback Programme. The total consideration paid,

in connection with the March 2025 Share Buyback Programme

(as extended pursuant to the March 2025 Share Buyback

Programme Extension), including expenses, was £30.1 million,

all of which was expended during the financial year ended

31December 2025. All of the Ordinary shares bought back

pursuant to the March 2025 Share Buyback Programme were

cancelled.

On 2 September 2025, the Company announced the

commencement of another share buyback programme, with

an aggregate market value equivalent of up to £25.0million

(excluding expenses) (‘September 2025 Share Buyback

Programme’). Consistent with the Company’s capital allocation

policy, the purpose of the September 2025 Share Buyback

Programme was to reduce the Company’s share capital.

Pursuant to the September 2025 Share Buyback Programme,

the Company entered into a non-discretionary instruction with

Investec Bank plc to purchase up to £25.0 million (excluding

expenses) of the Company’s Ordinary shares of 10 pence each

and to make trading decisions under the September 2025

Share Buyback Programme independently of the Company in

accordance with certain pre-set parameters. The September

2025 Share Buyback Programme commenced on 2 September

2025 and ended on 7 January 2026. During the year ended

31December 2025, pursuant to the September 2025 Share

Buyback Programme, the Company bought back through market

purchases on the London Stock Exchange 17,219,208 Ordinary

shares with a nominal value of 10 pence each, representing

4.4 per cent of the shares in issue prior to the commencement

of the September 2025 Share Buyback Programme. The total

Directors’ Report

64 Johnson Service Group PLC 2025 Annual Report & Accounts

consideration paid, in connection with the September 2025

Share Buyback Programme, including expenses, was £25.1 million

of which £24.5 million was expended during the financial year

ended 31 December 2025. All of the Ordinary shares bought back

pursuant to the September 2025 Share Buyback Programme

were cancelled.

Substantial Shareholdings

The Company has received notifications of interests in its

ordinary share capital pursuant to Chapter 5 of the FCA’s

Disclosure Guidance and Transparency Rules (“DTR 5”). The

table below sets out the details contained in the most recent

notification received from each holder pursuant to DTR 5.1,

together with the date of that notification. The percentages

shown reflect the position as stated by the relevant holder in the

applicable notification.

Under DTR 5.1, a holder is required to notify the Company when

its holding of voting rights reaches, exceeds or falls below

specified notifiable thresholds (as defined in DTR 5.1). No further

notification is required unless and until a subsequent threshold

is crossed. Accordingly, the interests disclosed below may have

changed since the date of the relevant notification.

The table includes those holders who, based on the most recent

notifications received under DTR 5.1 and the Company’s analysis

of its share register as at 31 December 2025, are considered

to hold 3 per cent or more of the voting rights attaching to the

Company’s issued share capital. Where a holder has previously

notified the Company, pursuant to DTR 5.1, of an interest of 3 per

cent or more but the Company’s share register analysis indicates

that such holding has subsequently fallen below 3 per cent that

holder is not included in the table below.

Notifications received by the Company pursuant to DTR 5.1

are announced via a Regulatory Information Service and are

available on the Company’s website at www.jsg.com.

Shareholder

Number of

ordinary

% of issued

share capital

Date of last

notification

Tweedy Browne

Company LLC 41,910,380 11.01 17/12/2025

Primestone

Capital LLP 43,356,269 10.95 10/09/2025

Artemis

Investment

Management

LLP 33,269,108 8.73 10/12/2025

FIL Limited 26,884,767 6.58 05/06/2025

Aberdeen

Group plc Below 5% Below 5 30/12/2025

BlackRock Inc 20,428,719 4.92 04/12/2024

Moneta Asset

Management

SAS 16,744,600 4.14 21/07/2025

Note 1: Represents the number of voting rights last notified to the Company by the

respective holder in accordance with DTR 5.1.

Note 2: Based on the total shares held in the Company as at the notification date.

In the period from 31 December 2025 up to and including 2 March

2026, being the latest date practicable before publication of this

Report, the Company has received the following notifications,

pursuant to DTR 5.1:

• On the 12 January 2026, the Company received notification

from Moneta Asset Management SAS that the number

of ordinary shares they hold at the date of notification is

14,931,083 shares, being 3.95% of the issued share capital at

the time of notification.

• On the 12 February 2026, the Company received notification

from Primestone Capital LLP that the number of ordinary

shares they hold at the date of notification is 37,733,221

shares, being 9.99% of the issued share capital at the time of

notification.

Employee Share Trust

The Johnson Service Group PLC Employee Share Trust (EST) was

established on 20 May 1997 in connection with the Company’s

share incentive plans. Details of employee equity incentive plans

are set out in the Directors’ Remuneration Report on pages 94

to 115. As at 31 December 2025, the trustees of the EST held 2,947

(2024: 9,024) shares of the Company.

Awards Under Employee Share Schemes

Details of awards made during the year and held by executive

directors as at 31 December 2025 are disclosed in the Directors’

Remuneration Report on pages 108 to 110. Details of employee

equity incentive plans and grants made during the year ended

31 December 2025, and extant awards held by employees, are

disclosed in the consolidated financial statements in note30.

Significant agreements

The Company is not a party to significant agreements which

take effect, alter or terminate upon a change of control

following a takeover bid apart from a number of credit facilities

with its existing lenders. The total amount owing under such

credit facilities as of 31 December 2025 is shown in note22 to

the Consolidated Financial Statements. These agreements

contain clauses such that, in the event of a change of control,

the Company and its lenders shall enter into negotiations for

no more than 30 days from the date of change of control of the

Company and if no agreement is reached by the end of such

30days, then five days later the total outstanding borrowings

shall become immediately due and payable.

The rules of the Company’s incentive plans contain clauses

relating to a change of control resulting from a takeover and,

in such an event, awards would vest early. The proportion of

the awards which would vest would be determined by the

Remuneration Committee taking into account, among other

factors, the extent to which any applicable performance targets

have been satisfied at that time and the proportion of the

normal vesting period that has elapsed. Details of employee

equity incentive plans and grants made during the year ended

31 December 2025, and extant awards held by employees, are

disclosed in the Consolidated Financial Statements in note30.

The Company is not aware of any other agreements with change

of control provisions that are considered to be significant in

terms of their potential impact to the business. There are no

significant agreements or contracts in place with any Group

Company and a Director of the Company or a major shareholder.

Directors’ Report

Continued >

Shareholder

Information

Company Financial

Statements

Group Financial

Statements

Corporate

Governance

Strategic

Report

Acquisitions and Discontinued Operations

Details of acquisitions and discontinued operations during the

current and preceding year are given in notes 34 and 35 to the

Consolidated Financial Statements.

Post-balance Sheet Events

There were no events occurring after the balance sheet date

that require disclosing in accordance with paragraph 72A of

Schedule1 of the Large and Medium Sized Companies and

Groups Regulations.

Directors

The names of the members of the Board and their biographical

details are set out on pages 60 to 61. With the exception of (i)

Yvonne Monaghan, who stepped down as CFO of the Company

and retired from the Board on 1 October 2025; and (ii) Ryan

Govender, who was appointed as CFO of the Company and to the

Board on 1 October 2025, they all held office throughout the year

and up to the date of approving this Report.

The appointment and replacement of Directors of the Company

is governed by its Articles of Association, the UK Corporate

Governance Code, the Companies Act and related legislation.

Directors can be appointed by ordinary resolution at a general

meeting or by the Board. If a Director is appointed by the Board,

such Director will hold office until the next AGM and shall then

be eligible for election at that meeting. All Directors who wish to

continue to serve are subject to annual election by shareholders

at the AGM in line with the provisions of the UK Corporate

Governance Code.

The Directors are responsible for the strategic management of

the Company and their powers to do so are determined by the

provisions of the Companies Act, related legislation and the

Company’s Articles of Association.

Directors’ Interests

Share Capital

The terms of the Directors’ service agreements or letters of

appointment and the interests of the Directors who held office

during the financial year ended 31 December 2025, together

with the interests of their close family, in the shares and share

awards of the Company at the commencement or, if later, date of

appointment, and close of the financial year, in respect of which

transactions are notifiable to the Company and the FCA under

Article 19 of the UK Market Abuse Regulation, are disclosed in the

Directors’ Remuneration Report.

Details of the Company’s interest in its own shares are disclosed

in note 32 to the Consolidated Financial Statements.

Contracts

Other than the Directors’ service agreements or letters of

appointment, none of the Directors of the Company had a

personal interest in any business transactions of the Company or

its subsidiaries.

Conflicts of Interest

Under the Companies Act and the provisions of the Company’s

Articles of Association, the Board is required to consider

potential conflicts of interest. The Company has established

formal procedures and policies for the disclosure and review

of any conflicts, or potential conflicts, of interest, which the

Directors may have and for the authorisation of such conflict

matters by the Board. To this end, the Board considers and, if

appropriate, authorises any conflicts, or potential conflicts, of

interest as they arise. New Directors are required to declare any

conflicts, or potential conflicts, of interest to the Board following

his or her appointment. The Board believes that the procedures

established to deal with conflicts of interests are operating

effectively.

Directors’ Indemnity

In accordance with the Articles of Association and to the extent

permitted by law, the Directors are granted an indemnity

from the Company in respect of certain liabilities incurred in

connection with their office. In respect of those matters for which

the Directors may not be indemnified, the Company maintained

a directors’ and officers’ liability third party insurance policy

throughout the financial year and up to the date of approval

of these financial statements. Neither the indemnity nor the

insurance provides cover in the event that a Director is proven

to have acted dishonestly or fraudulently. No claim was made

under this provision during the year.

Articles of Association

The Articles of Association set out the internal regulation of the

Company and cover such matters as the rights of shareholders,

the appointment or removal of Directors and the conduct of the

Board and general meetings. Copies are available upon request

from the Company Secretary and are available at the Company’s

AGM. Subject to certain limited exceptions, the Company’s

Articles of Association may only be amended by Special

Resolution at a general meeting of the Shareholders.

Charitable Donations

Details of charitable donations during the current and preceding

financial year are set out within the report on Sustainability.

Political Donations

It is the Company’s policy not to make political donations. The

Directors confirm that no donations for political purposes were

made during the year (2024: £nil).

Independent Auditor

The external auditor to the Company, Grant Thornton UK LLP, has

indicated its willingness to continue in office. In accordance with

the recommendation of the Audit Committee, as disclosed on

page 88, and as required by Section 489 of the Companies Act,

a resolution to reappoint Grant Thornton UK LLP as the external

auditor to the Company will be proposed at the Annual General

Meeting.

Statement of Disclosure of

InformationtoAuditors

The Directors’ Responsibilities Statement (including the Directors’

statement of disclosure of information to auditors) is on page60

and is incorporated into this Directors’ Report by reference.

Our People

Information about the Group’s employees, employment

of disabled persons policies and employment practices is

contained within the report on Sustainability on pages 36

to 37. With regard to existing team members and those who

may become disabled, the Group’s policy is to examine ways

and means to provide continuing employment under the

existing terms and conditions and to provide training and

career development, including promotion, where appropriate.

When considering recruitment, training, career development,

promotion or any other aspect of employment, we strive to

ensure that no colleague or job applicant is discriminated

against, either directly or indirectly, on the grounds of disability.

Directors’ Report

Continued >

66 Johnson Service Group PLC 2025 Annual Report & Accounts

Directors’ Report

Continued >

Information on the employee share schemes is in the Directors’

Remuneration Report on pages 108 to 110. The steps by the

Company taken to inform, engage and consult with employees is

outlined in page 37 and in the Section 172 statement on page 17.

Statement on Engagement with

Stakeholders

The success of our strategy is reliant on the support and

commitment of all our stakeholders. Their interests are important

to us and we are committed to maintaining strong, positive

relationships with them, built on a foundation of mutual

respect, trust and understanding. The Group’s culture, values

and behaviours support open and honest engagement with its

stakeholders. High standards of ethical behaviour and probity

are maintained in all the Company’s business dealings. The table

on page 16 and the section 172(1) statement on page 17 provide

a high-level overview of how we engage with our stakeholders.

For further information on how the Company fosters business

relationships and how the directors have had regard to

stakeholders’ interests in their principal decision-making

processes, see pages 74 to 75.

Policy on Payment to Suppliers

Prompt Payment Code

The Company and its subsidiaries fully support the standards

set out within the Prompt Payment Code (‘PPC’) in respect of all

suppliers. The PPC sets standards for payment practices and

best practice and is administered by the Chartered Institute

of Credit Management. The main features of the PPC are that

payment terms are agreed at the outset of a transaction and are

adhered to; that there is a clear and consistent policy that bills

will be paid in accordance with the contract; and that there are

no alterations to payment terms without prior agreement.

Payment Practice Reporting

Regulations made under Section 3 of the Small Business,

Enterprise and Employment Act 2015 introduced a requirement

on the UK’s largest companies to report on a half-yearly

basis their payment practices, policies and performance. The

requirement to report is based upon a company having annual

revenue of £36.0 million or more; the Parent Company has

revenue of £nil hence the Group has reported under its main

trading subsidiary, Johnsons Textile Services Limited.

Johnsons Textile Services Limited was required to publish

supplier payment information for the six months ended 30

June 2025 and for the six months ended 31 December 2025. The

average time taken to pay invoices in each of those periods was

55 days and 49 days, respectively. The comparative figures for

2024 were 54 days and 52 days, respectively. Johnsons Textile

Services Limited trades through a number of brands, each of

which have varying payment terms with their suppliers, however,

such terms typically range from 14 days through to 60 days.

Further information was published through an online

service provided by the Government and can be viewed by

visiting https://check-payment-practices.service.gov.uk/

company/00464645/reports.

Dispute Resolution Process

We seek to resolve any issues in the first instance between the

most relevant representatives of our Company and the supplier.

If the matter cannot be resolved, it may then be escalated to

senior members of both the supplier and ourselves. We are

very proud to have built up longstanding relationships with a

significant proportion of our suppliers and will always endeavour

to work in a collaborative manner with them in order to resolve

any disputes that may arise. Once resolved, we would aim to pay

the supplier within the agreed contractual terms between us

or, if the contractual due date has passed, at the next available

opportunity.

Streamlined Energy and Carbon Reporting

(SECR)

The Group is required to report, in accordance with the

Companies (Directors’ Report) and Limited Liability Partnerships

(Energy and Carbon Report) Regulations 2018, its energy use and

carbon emissions for the financial year ended 31 December 2025.

As allowed by the legislation, and in order to allow for sufficient

time to compile the data and complete the reporting, the annual

period used to calculate energy use and emissions was set as the

12 months ending 30 September 2025.

Relevant disclosures are provided on pages 32 to 35.

Energy Use and Greenhouse Gas emissions

(‘GHG’)

Information about the Group’s energy use, GHGs and

methodologies used for the calculations are given in the report

on Sustainability pages 32 to 35.

Task Force on Climate-Related Financial

Disclosures (‘TCFD’)

The climate-related financial disclosures consistent with TCFD

recommendations are in the report on Sustainability on pages44

to 47.

Financial Risk Management

The Directors acknowledge that the Group’s activities expose it

to a variety of financial risks, including interest rate risk, credit

risk and liquidity risk. The Group’s overall risk management

programme focuses on the unpredictability of financial markets

and seeks to minimise potential adverse effects on the Group’s

financial performance. Risk management is carried out centrally

under policies approved by the Board. Further details are set out

within the Audit Committee Report on pages 88 to 89.

Half Yearly Reporting

The Company no longer publishes half yearly reports for

individual circulation to Shareholders. Information that would

normally be included in a half yearly report is made available on

the Company’s website at www.jsg.com.

Annual Report & Accounts and compliance

withUK Listing Rule (‘UKLR’) 6.6.4R

The Annual Report & Accounts is comprised of the following

sections: Strategic Report (pages 6 to 56); Corporate Governance

(including the Directors’ Report and Directors’ Remuneration

Report) (pages 60 to 115); Group Financial Statements (pages118

to 175); Company Financial Statements (pages178 to 189); and

Shareholder Information (including Notice of AGM) (pages191

to 204). The Strategic Report on pages 6 to 56 provides an

overview of the development and performance of the Company’s

business and its position at the end of the financial year ended

31December 2025. The Strategic Report also outlines any

important events since the end of the financial year and also

likely future developments in the business of the Company and

Group.

For the purposes of compliance with DTR 4.1.5 R (2) and DTR 4.1.8

R, the required content of the management report can be found

in the Strategic Report and the Corporate Governance section

of this Report (including this Directors’ Report), incorporated by

reference.

Shareholder

Information

Company Financial

Statements

Group Financial

Statements

Corporate

Governance

Strategic

Report

Directors’ Report

Continued >

For the purposes of UKLR 6.6.4 R, the information required to be disclosed by UKLR 6.6.1 R can be found in the table below.

1. Amount of interest capitalised Not applicable

2. Any information required by UKLR

6.2.23R

Not applicable

3. Details of long-term incentive schemes Directors’ Remuneration Report (pages 94 to 115)

4. Details of any director’s waiver of, or

agreement to waive, any emoluments or

future emoluments

Not applicable

5. Details of any non-preemptive

allotments for cash of equity securities

Note 32 of the Consolidated Financial Statements

6. Information required by (5) above

for any unlisted major subsidiary

undertaking of the Company

Not applicable

7. Where the company is a subsidiary

undertaking, details of a parent

undertaking’s participation in any

placing made during the period under

review

Not applicable

8. Details of any contract of significance of

the Company or a subsidiary in which a

director is or was materially interested

or to which a controlling shareholder

was a party

Directors’ Report (Directors’ Interests) (page 65)

9. Details of any contract for the

provision of services to the company

or subsidiaries by a controlling

shareholder

Not applicable

10. Details of any arrangement where a

shareholder has waived or agreed to

waive any current or future dividends

Directors’ Report (Results and Dividends) (page 62)

11. Agreements with controlling

shareholders

Not applicable

Corporate Governance Statement

In compliance with the FCA’s Disclosure Guidance and Transparency Rules (DTR) 7.2.1, the disclosures required by the DTR are set out in

this Directors’ Report on pages 62 to 68, the Strategic Report on pages 6 to 56, and in the Corporate Governance Report on pages70 to

83 which are deemed to be incorporated into this section of the Directors’ Report by reference.

2026 Annual General Meeting

The Directors intend that the 2026 Annual General Meeting (the ‘Meeting’ or the ‘AGM’) of Johnson Service Group PLC (the ‘Company’)

will be held at the DoubleTree by Hilton Hotel & Spa Chester, Warrington Road, Hoole, Chester, CH2 3PD on Thursday 7 May 2026 at

11:00am.

As we did last year, and in order to reduce the Company’s environmental impact, our intention is to once again remove paper from the

voting process as far as possible. As a result, Shareholders will not receive a hard copy form of proxy for the AGM but will instead be

able to register their vote electronically.

An explanation of the resolutions to be proposed at the Meeting, together with details on electronic voting, is included in the Notice of

Annual General Meeting accompanying this Annual Report.

Going Concern

Background and Summary

After careful assessment, the Directors have adopted the going concern basis in preparing these financial statements. The process and

key judgments in coming to this conclusion are set out below. The going concern status of the Company is intrinsically linked to that of

the Group.

The Group’s business activities, together with details of the financial position of the Group, its cash flows, liquidity position and

borrowing facilities, are described in the Operating and Financial Reviews.

The Group’s business activities, together with the factors likely to affect its future development, performance and position are set out

in the Strategic Review, Chair’s Statement and Chief Executive’s Operating Review. The financial position of the Group, its cash flows,

liquidity position and borrowing facilities are described in the Financial Review. In addition, note 27 to the Consolidated Financial

Statements includes the Group’s objectives, policies and processes for managing its capital, its financial risk management objectives,

details of its financial instruments and hedging activities, and its exposure to credit risk and liquidity risk.

68 Johnson Service Group PLC 2025 Annual Report & Accounts

Going Concern Assessment

Cash Flows, Covenants and Stress Testing

For the purposes of the going concern assessment, the Directors

have prepared monthly cash flow projections for the period to

30 June 2027 (the assessment period). The Directors consider this

to be a reasonable period for the going concern assessment as

it enables us to consider the potential impact of macroeconomic

and geopolitical factors over an extended period. The cash

flow projections show that the Group has significant headroom

against its committed facilities and can meet its financial

covenant obligations.

The Group has also performed a reverse stress test against the

base monthly cash flow projections referred to above in order to

determine the performance level that would result in a reduction

in headroom against its committed facilities to nil or a breach

of its covenants. Headroom on the Group’s committed facilities

would reduce to nil in the event that adjusted operating profit

reduced to approximately 75% of 2025 levels. The Directors do not

consider this scenario to be plausible.

As a further stress test, the Group considered the impact of

increasing interest rates. The Directors do not consider the

magnitude of the increase in interest rates that would be

required in order for a covenant to be breached to be plausible.

The Group has also considered the impact of a more modest

increase in interest rates alongside the reduction required in

adjusted operating profit to cause a breach in the interest cover

covenant. Again, the Directors do not consider such a scenario to

beplausible.

Each of the stress tests assume no mitigating actions are

taken. Mitigating actions available to the Group, should they

be required, include reductions in discretionary expenditure,

particularly that of a capital nature, and ceasing dividend

payments.

Liquidity

The Group has access to a committed Revolving Credit Facility

of £135.0 million (the ‘Facility’) which matures in August 2027.

Whilst the existing facility provides sufficient liquidity for current

commitments, we have commenced discussions with our existing

lenders to refinance the facility, having regard to the future

deployment of capital and our target leverage of 1.0 to 1.5 times,

and to extend its tenure.

Going Concern Statement

After considering the monthly cash flow projections, the stress

tests and the facilities available to the Group and Company, the

Directors have a reasonable expectation that the Group and

Company have adequate resources for their operational needs,

will remain in compliance with the financial covenants set out

in the bank facility agreement and will continue in operation

for at least the period to 30 June 2027. Accordingly, and having

reassessed the principal risks and uncertainties, the Directors

considered it appropriate to adopt the going concern basis in

preparing the Group and Company financial statements.

Viability Statement

A statement on the future prospects of the Group is included

within the Strategic Review.

By order of the Board

Christopher Clarkson

Company Secretary

2 March 2026

Johnson Service Group PLC

Registered in England and Wales No.523335

Directors’ Report

Continued >

Shareholder

Information

Company Financial

Statements

Group Financial

Statements

Corporate

Governance

Strategic

Report

Statement of Directors’ Responsibilities in Respect of the

Financial Statements

The Directors are responsible for preparing the Strategic Report,

Directors’ Report, the Directors’ Remuneration Report and the

financial statements in accordance with applicable law and

regulations.

Company law requires the Directors to prepare financial

statements for each financial year. Under that law the Directors

have to prepare the Group financial statements in accordance

with UK-adopted international accounting standards and have

elected to prepare the Parent Company financial statements in

accordance with United Kingdom Generally Accepted Accounting

Practice (United Kingdom Accounting Standards and applicable

law) including FRS 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 Group and the Parent Company

and of the profit or loss of the Group for that period.

In preparing the financial statements, the Directors are required

to:

• select suitable accounting policies and then apply them

consistently;

• make judgments and accounting estimates that are

reasonable and prudent;

• for the Group financial statements state whether applicable

UK-adopted international accounting standards have been

followed, subject to any material departures disclosed and

explained in the financial statements; and

• for the Parent Company financial statements state whether

applicable UK accounting standards have been followed,

subject to any material departures disclosed and explained

in the financial statements.

The Directors are responsible for keeping adequate accounting

records that are sufficient to show and explain the Group and

the Parent Company’s transactions and disclose with reasonable

accuracy at any time the financial position of the Group and the

Parent Company and enable them to ensure that the financial

statements and Director’s Remuneration Report comply with the

Companies Act 2006. They are also responsible for safeguarding

the assets of the Group and the Parent 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

Group’s website. Legislation in the United Kingdom governing

the preparation and dissemination of financial statements may

differ from legislation in other jurisdictions.

The Directors are responsible for preparing the Annual Report in

accordance with applicable law and regulations. Having taken

advice from the Audit Committee, the Directors consider that the

Annual Report and the financial statements, taken as a whole,

provides the information necessary to assess the Group and the

Parent Company’s performance, business model and strategy

and is fair, balanced and understandable.

To the best of our knowledge:

• the Group financial statements, prepared in accordance

with UK-adopted international accounting standards, and

the Parent Company financial statements, prepared in

accordance with UK accounting standards give a true and

fair view of the assets, liabilities, financial position and profit

or loss of the Parent Company and the undertakings included

in the consolidation, taken as a whole; and

• the Strategic Report and Directors’ Report include a

fair review of the development and performance of the

business and the position of the Parent Company and the

undertakings included in the consolidation, taken as a

whole, together with a description of the principal risks and

uncertainties that they face.

The Directors confirm that:

• so far as each Director is aware, there is no relevant audit

information of which the Group and the Parent Company’s

auditor is unaware; and

• the Directors have taken all the steps that they ought to

have taken as a Director in order to make themselves aware

of any relevant audit information and to establish that the

Group and the Parent Company’s auditor is aware of that

information.

On behalf of the Board

Peter Egan Ryan Govender

Chief Executive Officer Chief Financial Officer

2 March 2026 2 March 2026

Directors’ Report

Continued >

70 Johnson Service Group PLC 2025 Annual Report & Accounts

Legislative Overview

As a company having the whole of its ordinary shares admitted

to the Equity Shares (Commercial Companies) Category of the

Official List of the Financial Conduct Authority and to trading on

London Stock Exchange plc’s Main Market for listed securities,

the Company is required to adopt and report the extent of

its compliance with the Financial Reporting Council’s 2024 UK

Corporate Governance Code (the ‘Code’).

The Code, which can be found on the Financial Reporting

Council’s website at www.frc.org.uk, is the product of extensive

consultation and places emphasis on businesses establishing

a corporate culture that is aligned with the company purpose

and business strategy and which promotes integrity and values

diversity. The Code is divided into five sections, as follows:

1) Board Leadership and Company Purpose

2) Division of Responsibilities

3) Composition, Succession and Evaluation

4) Audit, Risk and Internal Control

5) Remuneration

Each of the above sections contain an overriding set of

‘Principles’ supported by more detailed ‘Provisions’.

This Corporate Governance Report describes how the Company

has applied the Principles and complied with the relevant

Provisions as set out in the Code that were in force for the year

under review. To the extent necessary, certain information is

incorporated into this Report by reference.

Our Governance Structure

Membership comprises the

Non‑Executive Directors

Chair: Chris Girling

Key objectives:

• management of the Group’s

system of internal control,

business risks and related

compliance activities

• to review the activity and

performance of the internal

audit function and external

auditors

• to provide effective governance

over the Group’s ﬁnancial results

Audit Committee Nomination Committee Remuneration Committee

Group Management Board

Sustainability Committee Disclosure Committee

Membership comprises the Chair

and Non‑Executive Directors

Chair: Jock Lennox

Key objectives:

• to ensure the Board comprises

individuals with the necessary

skills, knowledge and experience

• to give consideration to

succession planning and the

leadership needs of the Group

Membership comprises the Chair

and Non‑Executive Directors

Chair: Kirsty Homer

Key objectives:

• to assess and make

recommendations to the Board

on the policy of executive

remuneration

Membership comprises the two Executive Directors, divisional Managing

Directors and Group function heads

Chair: Peter Egan

Key objectives:

• implementation of the Board’s strategy

• monitoring ﬁnancial and competitive performance

• business development and projects

• succession planning across the business

Key objectives:

• leadership, operation and governance of

the Board

• setting the agenda and direction for the

Board

Chair – Jock Lennox

Membership currently comprises the Chair, two Executive Directors and three

independent Non‑Executive Directors (including the Senior Independent Director)

Chair: Jock Lennox

Key objectives:

• responsible for the overall conduct of the Group’s business

• setting the Group’s strategy

The Board of Johnson Service Group PLC

Membership comprises the Group

Management Board and the Head

of Sustainability

Chair: Peter Egan

Key objectives:

• to assist the Board in the

discharge of its duties relating

to the Group’s corporate and

societal obligations and its

reputations as a responsible

corporate citizen

Chair: Peter Egan

Key objectives:

• review procedures, systems and

controls for identiﬁcation and

treatment of inside information

• determine, taking external

advice as necessary, when

information constitutes inside

information, decide on the need

and timing of announcements

(including any delays), and

ensure compliance with FCA

notiﬁcation requirements

• approve, monitor, and review

the Company’s disclosure policy,

procedures, and announcements

– including responses to

leaks, rumours, and market

developments

Chief Executive Officer

Peter Egan

Key objectives:

• responsible for the overall

management of the business

• responsible for the

implementation of strategy

and policy

Corporate Governance Report

“We are committed to high standards of corporate governance which we

consider are critical to business integrity and to maintaining investors’

trust in us. We expect all our directors, employees and suppliers to act

with honesty, integrity and fairness. Our business principles set out the

standards we set ourselves to ensure we operate lawfully, with integrity

and with respect for others.”

Shareholder

Information

Company Financial

Statements

Group Financial

Statements

Corporate

Governance

Strategic

Report

Compliance with the Code

The Company has applied the Principles and complied with the

Provisions of the Code that were in force throughout the year

ended 31 December 2025, other than in relation to the following:

Provision Explanation

36 Post-employment shareholding requirement

As at 31 December 2025, although the Company has,

for LTIPs granted in 2019 and thereafter, had in place a

two-year post-vesting holding period for LTIPs granted

to Executive Directors it had not introduced a formal

post-employment shareholding requirement for the

Executive Directors.

However, as part of the Company’s updated Directors’

Remuneration Policy, the Company is introducing

a post-employment shareholding requirement for

Executive Directors. Upon stepping down from the

Board, Executive Directors will be required to maintain

a shareholding equivalent to:

• 100 per cent of their in-employment requirement

for the first year (or the shareholding upon

stepping down if lower); and

• 50 per cent of their in-employment requirement for

the second year (or 50 per cent of the shareholding

upon stepping down if lower).

This is in addition to the two-year post-vesting

holding period that has already been implemented.

Further details relating to the Company’s Directors’

Remuneration Policy can be found on pages 98 to 105.

39 Pensions

As at 31 December 2025, the Company had not yet

fully aligned the employer pension contribution rate

for all Executive Directors with the employer pension

contribution rate available to the majority of the

Group’s wider UK workforce. However, this alignment

was achieved with effect from 1 January 2026.

• Throughout the financial year ended 31 December

2025, the CEO’s entitlement was capped at the

cash value of his 2019 entitlement such that, for

2025, this equated to an employer contribution

rate of 8.6 per cent of the CEO’s salary (2024:

8.8 per cent). With effect from 1 January 2026,

the CEO’s employer’s pension contribution was

reduced to 6% of salary in line with the rate

available to the majority of the Group’s wider UK

workforce (approximately 6% of salary).

• Upon his appointment as CFO, on 1 October 2025,

the applicable employer pension contribution

rate for Ryan Govender was 6% of salary, being

immediately in line with the rate available to

the majority of the Group’s wider UK workforce

(approximately 6% of salary).

• The employer pension contribution rate for the

former CFO, Yvonne Monaghan, reduced to 15 per

cent of base salary with effect from 1 January 2023;

then reduced to 12 per cent of base salary with

effect from 1 January 2024; and then reduced to 9

per cent of base salary with effect from 1 January

2025.

• For all new executive appointments to the Board,

the employer pension contribution rate will be

aligned with that available to the majority of the

Group’s wider UK workforce (currently 6 per cent).

Section 1: Board Leadership & Company

Purpose

Principles

A. A successful company is led by an effective and

entrepreneurial board, whose role is to promote

the long-term sustainable success of the company,

generating value for shareholders and contributing

to wider society. The board should ensure that the

necessary resources, policies and practices are in place

for the company to meet its objectives and measure

performance against them.

B. The board should establish the company’s purpose,

values and strategy, and satisfy itself that these and its

culture are aligned. All directors must act with integrity,

lead by example and promote the desired culture.

C. Governance reporting should focus on board decisions

and their outcomes in the context of the company’s

strategy and objectives. Where the board reports on

departures from the Code’s provisions, it should provide

a clear explanation.

D. In order for the company to meet its responsibilities

to shareholders and stakeholders, the board should

ensure effective engagement with, and encourage

participation from, these parties.

E. The board should ensure that workforce policies and

practices are consistent with the company’s values

and support its long-term sustainable success. The

workforce should be able to raise any matters of

concern.

Overview of the Board

The Board comprises the Non-Executive Chair, two Executive

Directors and as at 31 December 2025 three Independent

Non-Executive Directors and has overall responsibility for the

performance and long-term sustainable success of the Group.

Operating in an effective and entrepreneurial spirit, the Board

is responsible for health and safety, leadership, agreeing the

strategic direction of the Group, sustainability, promoting high

standards of internal control, risk management and corporate

governance, setting the budget, overseeing performance and

discharging certain legal responsibilities. The Board also plays a

key role in developing and monitoring our culture, our values, our

brand and our reputation.

The Board has spent time in the business both collectively

and as individuals, exploring specific business areas through

presentations, meetings and dialogue with colleagues and our

stakeholders. Throughout the year, the Board, supported by its

Committees, has covered a broad range of topics to ensure that

we continually review and challenge matters of importance to

our stakeholders.

Further details on the Group’s mission, vision, values, targets and

culture, together with information on our strategy and business

model, are set out within the Strategic Report on pages 6 to 56.

Specific Responsibilities of the Board

The Board, in addition to routine consideration of both financial

and operational matters, determines the strategic direction

of the Group. The Board has a formal schedule of matters

specifically reserved for its decision which can only be amended

by the Board itself.

The specific responsibilities reserved for the Board include:

• development and approval of the Group’s long-term

objectives, overall strategy, mission, vision, values and

targets;

Corporate Governance Report

72 Johnson Service Group PLC 2025 Annual Report & Accounts

• health and safety matters;

• sustainability matters;

• approval of the annual budget;

• monitoring of operational and financial performance against plans and budgets;

• approval of major acquisitions, disposals and capital expenditure;

• approval of any changes to the capital structure of the Group;

• design and approval of dividend policy;

• approval of appointments to the Board and of the Company Secretary;

• consideration of succession planning for key members of the management team; and

• determining the terms of reference for the Board committees.

Roles in the Boardroom

Non-Executive Chair Senior Independent Non-Executive Director

Jock Lennox

Leads the Board and ensures its overall effectiveness in

discharging its duties

• shapes the culture in the boardroom and promotes

openness, challenge and debate

• sets the agenda for Board meetings, focusing on

strategy, performance, value creation, risk management,

culture, stakeholders and accountability

• chairs meetings ensuring there is timely information flow

before meetings and adequate time for discussion and

debate

• fosters relationships based on trust, mutual respect and

open communication inside and outside the boardroom

• leads relations with major shareholders in order to

understand their views on governance and performance

against strategy

Chris Girling

Provides a sounding board for the Chair and serves as an

intermediary for other directors and shareholders

• provides the Chair with support in the delivery of objectives,

where necessary

• works closely with the Nomination Committee, leads the

process for the evaluation of the Chair and ensures orderly

succession of the Chair’s role

• acts as an alternative contact for shareholders, providing a

means of raising concerns other than with the Chair or senior

management

Independent Non-Executive Directors Executive Directors

Chris Girling

Nicola Keach

Kirsty Homer

Ensure that no individual or small group of individuals can

dominate the Board’s decision making

• independent non-executive directors meeting the

independence criteria set out in the Code (excluding the

chair), currently comprise 50% of Board membership

• provide constructive challenge, give strategic guidance,

offer specialist advice and hold executive management

to account

Peter Egan (CEO)

Ryan Govender (CFO) (Appointed 1 October 2025)

Yvonne Monaghan (Former CFO) (Resigned 1 October 2025)

Lead the implementation of the Group’s strategy set by the Board

• the Group CEO is responsible for delivering the strategy and

the overall management of the Group

• the Group CEO leads the Group Management Board and

ensures its effectiveness in managing the overall operations

and resources of the Group

• the executive directors provide information and presentations

to the Board and participate in Board discussions regarding

Group management, financial and operational matters

Designated Non-Executive Director for Workforce

Engagement Company Secretary

Kirsty Homer

Provides an effective engagement mechanism for the Board

to understand the views of the workforce

• brings the views and experiences of the workforce into

the boardroom

• enables the Board to consider the views of the workforce

in its discussions and decision making

Christopher Clarkson

Supports the Chair and ensures directors have access to the

information they need to perform their roles

• provides a channel for Board and committee communications

and provides a link between the Board and management

• advises the Board on corporate governance matters and

supports the Board in applying the Code and complying with

other statutory and regulatory requirements

Corporate Governance Report

Continued >

Shareholder

Information

Company Financial

Statements

Group Financial

Statements

Corporate

Governance

Strategic

Report

Key Board Activities in the Year

Key activities of the Board during 2025 included, inter alia:

• ongoing monitoring of the Group’s Health and Safety

performance;

• regular review, and formal approval in February and August,

of the Group’s risk assessment processes and principal risks

and uncertainties;

• the review and approval of the half year and full year

financial statements;

• the review and approval of major capital and investment

projects;

• succession planning, including consideration and approval

of the appointment of Ryan Govender as the Chief Financial

Officer in succession to Yvonne Monaghan;

• consideration and approval of banking facility upsize from

£120.0m to £135.0m;

• consideration and approval of the change of the Company’s

listing venue from AIM to the Equity Shares (Commercial

Companies) Category of the Official List of the Financial

Conduct Authority and to trading on London Stock Exchange

plc’s Main Market for listed securities;

• consideration and approval of the launch of a £30.0

million (excluding expenses) share buyback programme

in March and, subsequently, the launch of a further £25.0

million (excluding expenses) share buyback programme in

September;

• consideration and recommendation of a final dividend, for

the financial year ended 31 December 2024, of 2.7 pence per

Ordinary Share, paid in May 2025;

• consideration and approval of an interim dividend of 1.6

pence per Ordinary share, paid in November 2025; and

• consideration and approval of the 2026 – 2028 Budget.

Insight into the Boardroom

The following is a summary of some of the significant matters

considered by the Board at certain of its meetings throughout

the year:

Corporate Governance Report

Continued >

January February/March April/May

• Minutes/matters arising

• Health & Safety and

Environmental matters

• CEO’s trading and operational

review (incl. Business updates)

• M&A and strategy update

• Financial performance

• Sustainability performance

update

• Insurance programme review

• Board Improvement Plan – Status

Update

• Corporate Governance Code

Compliance Review

• Investment Appraisals

• Empire Linen – Accession to Bank

Facilities

• Approval of Modern Slavery

Statement

• Approval of Whistleblowing

Policy

• Approval of Group Anti-Sexual

Harassment Policy

• Minutes/matters arising

• Health & Safety and Environmental matters

• CEO’s trading and operational review

(incl.Business updates)

• M&A update

• Sustainability matters (incl. FY24

performance and FY25 targets; FY24 Annual

Report disclosures (incl. Scope 3 and TCFD

Reporting); CSRD and decarbonisation)

• Employee engagement

• Financial performance (incl. FY24 results)

and appointment of sub-committee re: FY24

final results

• Going concern and viability assessment

• Listing venue

• Share buyback

• CFO Succession

• Investor analysis

• Biannual major risk assessment

• Draft final results announcement

• Draft Annual Report and Accounts

• Draft Investor Presentation

• Draft AGM Notice

• Minutes/matters arising

• Health & Safety and Environmental

matters

• CEO’s trading and operational review

(incl. Business updates)

• Board Training (Legal & NOMAD

update)

• Listing venue

• M&A and strategy update

• Employee engagement

• Financial performance

• Investor feedback and analysis

re:FY24 results

• Provisional AGM Voting

• Institutional Feedback

• AGM

June July/August/September October

• Minutes/matters arising

• Health & Safety and

Environmental matters

• CEO’s trading and operational

review (incl. Business Updates)

• Listing venue

• Share buyback

• M&A update

• IT Strategy and Cyber Security

• Investment Appraisal

• Bank Facility limit extension

• Employee engagement

• Financial performance

• Minutes/matters arising

• Health & Safety and Environmental matters

• CEO’s trading and operational review

(incl.Business updates)

• Transition to Main Market (incl. Prospectus

and transaction documents)

• M&A and strategy update

• Sustainability update and Sustainability

Report

• Employee Engagement

• Financial performance (incl. FY25

interim results and interim dividend)

and appointment of sub-committee re:

FY25interim results

• Share buyback

• Investor analysis

• Biannual major risk assessment

• Draft interim results announcement

• Going concern assessment

• Minutes/matters arising

• Financial performance

• Health & Safety and Environmental

matters

• CEO’s trading and operational review

(incl. Business updates)

• Succession planning

• Capex approvals

• M&A update

• Strategy update

• Board Performance Review Investor

analysis

74 Johnson Service Group PLC 2025 Annual Report & Accounts

Consideration of Stakeholder Interests

The examples below give an insight into how the Board had regard for the interests of its stakeholders in certain of its principal

decision-making processes during the year:

Principal Decision: Sustainability and Climate Change

Stakeholders: Employees, Customers, Suppliers, Communities, Shareholders

The Board recognises the seriousness of the implications of climate change and sustainability matters for the Group, its stakeholders

and the planet, and has taken the decision to make this a central part of the Board’s deliberations and oversight. During the year, the

Board approved for publication the Group’s fourth Sustainability report. The Board firmly believes that embedding a best-in-class

sustainability programme throughout our operations will help position us as a leader in responding to the challenges faced by the

textile services industry and prove to be a differentiator for our customers.

Principal Decision: Change of Listing venue from AIM to Main Market

Stakeholders: Employees, Customers, Suppliers, Communities, Shareholders

On 4 March 2025, the Board announced that it was considering a move to the Main Market following engagement with the Company’s

largest Shareholders (the “Consultation”). On balance, the Consultation clearly showed support for JSG to proceed to a Main Market

listing from the majority of those Shareholders consulted. In addition to the Consultation, and being cognisant that AIM had served

the Company well over recent years, the Board considered, in detail, the rationale for a move-up from AIM to the Main Market,

including: access to deeper pools of capital and a broader range of investors, including more international funds, to support the

Group’s growth ambitions; a move-up to Main Market typically increasing liquidity in trading of the Company’s shares; the Main

Market being considered a higher profile trading venue; and as AIM was, and is, always intended to be a growth market and, given the

market capitalisation of the Company, a move-up to the Main Market being the natural progression. The Board also discussed that,

following admission to the Main Market, it was anticipated that the Company’s Ordinary Shares would meet the market capitalisation

and liquidity thresholds to be considered for inclusion in FTSE indices at FTSE’s September 2025 quarterly review. Following due and

careful consideration, and with reference to the factors set out in Section 172(1) of the Companies Act 2006, the Board concluded that

the proposed move to a Main Market listing would promote the success of the Company for the benefit of its members as a whole.

Accordingly, on 4 June 2025, the Company announced its intention to move from trading on AIM to a Main Market listing and, following

this, on 1 August 2025, the Company’s ordinary shares were simultaneously admitted to trading on the Main Market and cancelled from

trading on AIM.

Principal Decision: Interim Dividend

Stakeholders: Shareholders

In September 2025, and in line with the Company’s progressive dividend policy, the Board approved an interim dividend of 1.6 pence

per Ordinary share which was paid on 4 November 2025. In reaching this decision, the Board carefully considered a number of factors

including the available profit, the importance of a dividend to the Company’s shareholders and the Board’s intention to maintain

dividend cover of 2.5 times and in line with the Company’s capital allocation policy.

Principal Decision: Share Buyback

Stakeholders: Shareholders

The Group’s objective is to employ a disciplined approach to investment, returns and capital efficiency to deliver sustainable

compounding growth whilst also maintaining a strong balance sheet. Against this backdrop, in March 2025, the Company announced

the launch of a share buyback programme of the Company’s Ordinary shares for up to a maximum aggregate consideration of,

initially, £15.0 million (excluding expenses) and then, subsequently, in June 2025, extending this by a further £15.0 million (excluding

expenses). In September 2025, following the conclusion of the £30.0 million (excluding expenses) share buyback programme, the

Company announced launch of a further £25.0 million (excluding expenses) share buyback programme. In reaching its decision, the

Board considered ongoing capital expenditure at current levels to fund organic growth, payment of dividends and acquisitions within

the M&A pipeline. After taking account of these factors, the Group had significant headroom under its committed facilities and target

leverage. Accordingly, the Board concluded that the share buyback programme is prudent, reflects the cash generative ability of the

Group, maintains a strong balance sheet consistent with its capital allocation policy and would therefore promote the success of the

Company for the benefit of its members as a whole.

Corporate Governance Report

Continued >

November/December

• Minutes/matters arising

• Health & Safety and Environmental matters

• CEO’s trading and operational review (incl. Business updates)

• M&A update

• Strategy

• IT & Cyber Security update

• Sustainability update

• Employee engagement

• Financial performance

• Share buyback

• Consideration and approval of 2026-2028 Budget

• Investor analysis

• Annual review and approval of updates to Governance Policies

• Approval of Tax Strategy

• Review and approval of Committee Terms of Reference

• Review of NED fees

Shareholder

Information

Company Financial

Statements

Group Financial

Statements

Corporate

Governance

Strategic

Report

Principal Decision: Increase of Bank Facility

Stakeholders: Employees, Customers, Suppliers,

Communities, Shareholders

As previously disclosed, an £85.0 million bank facility was

entered into for an initial three-year term on 8 August 2022. The

terms of the facility provide an option to extend the term for

up to a further two years and an option to increase the facility

by up to a further £50.0 million, both with bank consent. At the

request of the Company, the term of the bank facility has since

been extended twice such that the new facility end date is

8August 2027. In addition, the bank facility was upsized, with

effect from 18 October 2023, by £35.0 million to £120.0 million

and then, with effect from 14 July 2025, by a further £15.0 million

to £135.0million. In making its decision to seek bank consent for

these facility increases, the Board considered the requirement for

stable sources of finance in order for the Company to effectively

operate all facets of its operations, including the pursuit of the

Company’s sustainability agenda and the pursuit of acquisition

opportunities.

Board Committees

The Committees of the Board which met during 2025 are:

• the Audit Committee;

• the Nomination Committee; and

• the Remuneration Committee.

Each Committee has written terms of reference, which are

available on the Group’s website. Separate reports for each of

these Committees are included in this Annual Report.

Linked to the launch of our refreshed sustainability strategy

an additional Committee of the Board, the Sustainability

Committee, was established in 2022. The Sustainability

Committee’s membership is comprised of the Group’s

Management Board (which includes the Company’s Executive

Directors) plus the Group’s Head of Sustainability and is

chaired by the Chief Executive Officer. Whilst not members

of the Sustainability Committee, the Non-Executive Chair of

the Company and the Independent Non-Executive Directors

of the Company are also entitled to attend meetings of the

Sustainability Committee. The Sustainability Committee’s

purpose is to assist the Board in the discharge of its duties

relating to the Group’s corporate and societal obligations

and its reputation as a responsible corporate citizen. Specific

responsibilities delegated to the Sustainability Committee

include, inter alia:

1. Review and recommend changes, as appropriate, to the

Group’s sustainability strategy.

2. Assess the impact of the Group’s activities on its

communities, people and the environment.

3. Determine appropriate targets that will further improve the

sustainability of the Group.

4. Ensure the sustainability policy is fully understood and

implemented by the Group’s business operations.

5. Ensure the Group’s programme on achieving sustainability

targets is regularly reported to the Board.

6. Review statements and reports to be published by the Group

on sustainability.

Further details relating to the work of the Sustainability

Committee during 2025 can be found on pages 28 to 49.

Group Management Board

The Group Management Board is chaired by the Chief Executive

Officer. Topics covered by the Group Management Board include:

• health and safety;

• sustainability;

• an update by the Chief Executive Officer on the business and

business environment;

• divisional Managing Director updates;

• Group function heads’ updates;

• procurement;

• substantial business developments and projects;

• employee welfare and engagement matters;

• talent and succession planning;

• competitor analysis; and

• strategy.

Annually, the Group Management Board conducts a strategic

review to identify key issues, plans and objectives to be

presented to the Board. The agreed strategy is then used as

a basis for developing the upcoming financial budget and

operating plans.

Investor Relations

We are committed to communicating our strategy and activities

clearly to our Shareholders in order to ensure that they receive

a balanced and complete view of our performance. The Board

considers that the Preliminary Announcement, the Annual

Report, including the Chief Executive’s Operating Review and the

Financial Review which are contained therein, the Interim Report

and trading update statements made during the year present

a balanced and clear assessment of the Group’s position and

prospects.

Furthermore, we undertake an extensive investor relations

programme in order to maintain an active dialogue with our

investors. The programme includes:

• formal presentations of full year and half-year results;

• briefing meetings with major institutional Shareholders after

the half-year results, preliminary statement and at the time

of any other significant market update, to ensure that the

investor community receives a balanced and complete view

of our performance and the issues we face;

• hosting institutional investor and sell-side analysts’ site

visits (e.g. in June 2025 at the Group’s new laundry facility in

Crawley);

• regular meetings between institutional investors and

analysts and the Chief Executive Officer and the Chief

Financial Officer to discuss business performance;

• hosting investor and analyst sessions at which senior

management from relevant businesses deliver presentations

which provide an overview of each of the individual

businesses and operations;

• engagement with potential investors through roadshow

meetings; and

• attendance by senior executives across the business at

relevant meetings throughout the year.

Corporate Governance Report

Continued >

76 Johnson Service Group PLC 2025 Annual Report & Accounts

Feedback is provided to the Board on any issues raised at

these meetings. External brokers’ reports are circulated to the

Directors. The Shareholders’ views of the investor meetings

following the interim and final results are obtained by the Group’s

broker and circulated to the Board.

During 2025, Jock Lennox met with a number of major

Shareholders to support the Board’s ongoing understanding

of investor perspectives and to facilitate engagement outside

the Company’s investor relations programme. In addition, Jock

also led a structured consultation with major Shareholders in

advance of the proposed transition from AIM to the Main Market.

This process reflected the Board’s commitment to effective

Shareholder engagement and ensured that Shareholder views

were carefully considered and informed the Board’s decision to

proceed with the transition to the Main Market.

Jock will continue to offer meetings with major Shareholders

during 2026, and the Committee Chairs remain available to

engage with Shareholders on matters within their respective

areas of responsibility.

In addition to the investor relations programme, the Annual

General Meeting (‘AGM’), which is normally attended by

all Directors, provides the Board with the opportunity to

communicate with private and institutional investors and we

encourage their participation at the meeting. Shareholders

attending the AGM have the opportunity to meet and question

the Board to discuss appropriate topics either during the

meeting or with the Directors after the formal proceedings have

ended. Such dialogue provides the Board with valuable feedback

and helps them to understand the views of shareholders.

We also have a section of our website which is dedicated to

shareholders and analysts (www.jsg.com/investor‑relations/)

which includes all of our financial results presentations since

2010. In addition, with effect from the publication of the 2024

interim results in September 2024, a recording of the sell-side

analyst presentation is also published on the investor relations

section of the Company’s website shortly following each relevant

meeting.

Culture, Workforce Policies, Whistleblowing

& Workforce Engagement

Our Culture & Workforce Policies

Our corporate culture defines who we are, what we stand for and

how we do business. Our strong reputation has been built on the

solid foundation of an ethical culture, underpinned by a well-

defined and effective system of governance. The Board defines

the purpose of the Group, identifies the values that guide it and

remains committed to upholding the highest ethical standards,

operating on the principle that the tone at the top sets the

standard for the rest of the business.

Our employees are central to our business. We strive to create

an inspiring working environment where everyone is engaged

and motivated and we want our employees to use their skills,

combined with our support, to deliver a great service to our

customers. Our people strategy is summed up by our ambition to

be a brilliant place to work – that means making Johnson Service

Group PLC a place where our people feel engaged and inspired

to be at their best.

The employment policies of the Group embody the principles

of equal opportunity and are tailored to meet the needs of its

different businesses and the locations in which they operate. The

Group has a written code on business ethics (the ‘Code of Ethics’)

which sets out guidelines for all employees to enable the Group

to meet the highest standards of conduct in business dealings,

including those with overseas suppliers.

Further details of our culture and employment policies are set

out within the report on Sustainability.

Whistleblowing

The Code also provides for companies to create an environment

in which the workforce feels it is safe to raise concerns; the Board

wholly agrees that creating such an environment is a core part

of an ethical and supportive business culture. Appropriate

whistleblowing and anti-bribery and corruption policies are

therefore in place and employees are encouraged to raise

concerns about any wrongdoing or malpractice without fear of

victimisation, discrimination, disadvantage or dismissal. These

policies are reviewed and, where relevant, updated on a regular

basis. The Board conducted its most recent annual review and

approval of these policies in November 2025.

Further details are set out within our Audit Committee Report.

Workforce Engagement

Kirsty Homer is the Non-Executive Director responsible for

Workforce Engagement. Whilst the Board is aware of the three

methods of engagement specified in the Code, it is conscious

that the methods specified are not the only ways of engaging

with the workforce and that engagement through a range of

both formal and informal channels may be more appropriate.

Such additional or alternative channels may include, but not be

limited to:

• meeting groups of elected workforce representatives;

• meeting future leaders without senior management present;

• visiting regional sites;

• inviting colleagues from different business functions to board

meetings; and

• surveys.

Further details, including how the Group engages with the

workforce, are set out within the report on Sustainability.

Corporate Governance Report

Continued >

Shareholder

Information

Company Financial

Statements

Group Financial

Statements

Corporate

Governance

Strategic

Report

Section 2: Division of Responsibilities

Principles

F. The chair leads the board and is responsible for its

overall effectiveness in directing the company. They

should demonstrate objective judgment throughout

their tenure and promote a culture of openness and

debate. In addition, the chair facilitates constructive

board relations and the effective contribution of all

non-executive directors, and ensures that directors

receive accurate, timely and clear information.

G. The board should include an appropriate combination

of executive and non-executive (and, in particular,

independent non-executive) directors, such that no

one individual or small group of individuals dominates

the board’s decision-making. There should be a clear

division of responsibilities between the leadership of the

board and the executive leadership of the company’s

business.

H. Non-executive directors should have sufficient time to

meet their board responsibilities. They should provide

constructive challenge, strategic guidance, offer

specialist advice and hold management to account.

I. The board, supported by the company secretary, should

ensure that it has the policies, processes, information,

time and resources it needs in order to function

effectively and efficiently.

Composition of the Board

As at 31 December 2025, the Board consisted of the Non-

Executive Chair (the ‘Chair’), three Independent Non-Executive

Directors and two Executive Directors. Yvonne Monaghan

stepped down as Chief Financial Officer and retired from the

Board on 1 October 2025. Yvonne was succeeded by Ryan

Govender, who was appointed to the Board as Chief Financial

Officer on 1 October 2025.

Taking into account the provisions of the Code, the Board has

determined that, during the year under review, none of the Non-

Executive Directors had any relationship or circumstance which

would affect their performance, and the Board considers all of

the Non-Executive Directors to be independent in character and

judgement. There is an effective policy procedure in place to

deal with conflicts of interest, which are dealt with by the Board

as and when they arise. Conflicts of interest are a standing item

on the Board agenda, in addition to being subject to an annual

review process.

Biographies of the Directors of the Company are shown on

pages60 to 61. With the exception of (i) Yvonne Monaghan,

who stepped down as an Executive Director of the Company

and retired from the Board on 1 October 2025; and (ii) Ryan

Govender, who was appointed as an Executive Director of the

Company and to the Board on 1 October 2025, they all held office

throughout the year and up to the date of approving this Report.

Date first

appointed

to the Board

Date first

elected

to the Board

Tenure since

appointment

(as at

31 December 2025)

Non-Executive Directors

Jock Lennox Non-Executive Chair 5 January 2021 5 May 2021 5 years

Chris Girling Senior Independent Non-Executive Director 29 August 2018 8 May 2019 7 years 4 months

Nicola Keach Independent Non-Executive Director 1 June 2022 4 May 2023 3 years 7 months

Kirsty Homer Independent Non-Executive Director 1 August 2023 1 May 2024 2 years 5 months

Executive Directors

Peter Egan Chief Executive Officer 1 April 2018 3 May 2018 7 years 9 months

Ryan Govender Chief Financial Officer 1 October 2025 – 3 months

Former Executive

Directors

Yvonne Monaghan

Former Chief Financial Officer 31 August 2007 17 June 2008 18 years 1 month

Note 1: On 1 October 2025 Yvonne Monaghan stepped down as Chief Financial Officer of the Company and retired from the Board.

Note 2: Tenure since appointment stated as at 1 October 2025, being the date on which Yvonne Monaghan retired from the Board.

Corporate Governance Report

Continued >

Johnson Service Group PLC 2025 Annual Report & Accounts

Tenure, Balance & Diversity

The charts below depict the tenure, balance and diversity of the Board as at the date of this report:

As referenced within Provision 23 of the Code, as at 31 December 2025, the Group Management Board, whose membership comprises

the Executive Directors, divisional Managing Directors and certain Group function heads, is comprised of eight males and three

females, a proportionate ratio of 73% to 27%.

The Board is committed to ensuring that recruitment into the Group is undertaken based on merit, regardless of age, disability,

marital or civil partner status, pregnancy and maternity, race, colour, nationality, ethnic or national origin, religion or belief, gender or

sexual orientation. The Board places significant emphasis on ensuring that greater diversity, in its broadest sense, is brought into the

workforce, to enhance the quality of debate and decision making through differing views and backgrounds.

For the purposes of the UK Listing Rules, gender identity and ethnic background of the Board, as at the reference date of 31 December

2025, are reported in the tables below. This information has been collated by questionnaire from each Board member or senior

manager.

Gender identity (as at 31 December 2025)

Number of

Board members

Percentage of

the Board

Number of

senior positions

on the Board

(Chair, CEO, CFO

and SID)

Number in

executive

management

Percentage

of executive

management

Men 4 67 4 8 73

Women 2 33 – 3 27

Not specified – – – – –

Note 1: Under the UK Listing Rules, executive management is defined as the executive committee or most senior executive or managerial body below the board (or where there

is no such formal committee or body, the most senior level of managers reporting to the chief executive), including the company secretary but excluding administrative

and support staff. For JSG, this senior executive cohort is known as the Group Management Board.

Ethnic identity (as at 31 December 2025)

Number of

Board members

Percentage of

the Board

Number of

senior positions

on the Board

(Chair, CEO, CFO

and SID)

Number in

executive

management

Percentage

of executive

management

White British or other White 5 83 3 10 91

Mixed/Multiple Ethnic Group – – – – –

Asian/Asian British 1 17 1 1 9

Black/African/Caribbean/Black

British – – – – –

Other Ethnic Group – – – – –

Not specified – – – – –

Note 1: Under the UK Listing Rules, executive management is defined as the executive committee or most senior executive or managerial body below the board (or where there

is no such formal committee or body, the most senior level of managers reporting to the chief executive), including the company secretary but excluding administrative

and support staff. For JSG, this senior executive cohort is known as the Group Management Board.

Board

Tenure

Board

Balance

> 5 years 1-5 years < 1 year Male Female Chair Executive Directors

Independent Non-Executive Directors

Board

Diversity

Corporate Governance Report

Continued >

17%

50%

33%

17%

50%

33%

67%

Shareholder

Information

Company Financial

Statements

Group Financial

Statements

Corporate

Governance

Strategic

Report

As explained further in the Nomination Committee Report on pages 91 to 93, following the Company’s uplisting, in August 2025, from

AIM to the Equity Shares (Commercial Companies) Category of the Official List of the Financial Conduct Authority and to trading on

London Stock Exchange plc’s Main Market for listed securities, the Board has continued to monitor and have regard to governance

developments and requirements relating to Board composition and diversity. In particular, the Board is mindful of the targets set

out in the FCA’s UK Listing Rules – namely that at least 40% of the Board should be women; at least one of the senior Board positions

(Chair, Chief Executive, Chief Financial Officer or Senior Independent Director) should be held by a woman; and that at least one Board

member should be from an ethnic minority background – as well as the objectives of the Parker Review and the FTSE Women Leaders

Review for FTSE 350 companies.

The Board notes that from 1 January 2025 until the retirement of Yvonne Monaghan as Chief Financial Officer on 1 October 2025, the

Company met the gender diversity targets under the UK Listing Rules and the FTSE Women Leaders Review, and had maintained

female representation in a senior Board position since 2007. As at 31 December 2025, the Board comprised 33% women and 67%

men, with 17% of the Board identifying as being from a minority ethnic background. Accordingly, at that date, the Company met the

UK Listing Rules and Parker Review target relating to ethnic diversity but did not meet the 40% gender representation target or the

requirement for a woman to hold one of the specified senior Board positions.

As previously disclosed, and in line with the Board’s diversity policy adopted in November 2025, the Board remains fully supportive of

the diversity targets set out in the UK Listing Rules, the FTSE Women Leaders Review and the Parker Review. The Board will continue

to promote diversity of gender, ethnicity, background and experience through its succession planning, taking account of the relevant

targets as vacancies arise and making appointments on merit against objective criteria. The Board recognises the competitive market

for diverse talent but remains committed to achieving alignment with the applicable targets over time.

In this regard, the Board is pleased to announce that, as part of its succession planning, Lysanne Gray will join the Board as an

Independent Non-Executive Director with effect from 1 June 2026 and will succeed Chris Girling as Audit Committee Chair following the

announcement of the Group’s interim results for the six month period ended 30 June 2026. In addition, Nicola Keach, who has served as

an Independent Non-Executive Director of the Company since June 2022, will succeed Chris Girling as Senior Independent Director with

effect from 1 June 2026. As a result of these appointments, and assuming no further changes to Board composition, the Company will,

in addition to its current alignment with the UK Listing Rules and Parker Review target relating to minority ethnic representation, also

achieve alignment with the gender diversity targets set out in the UK Listing Rules and the FTSE Women Leaders Review – namely that

at least 40% of the Board will be women and that at least one of the specified senior Board positions will be held by a woman.

Division of Responsibility of Chair and Chief Executive Officer

The Code requires that there is a clear division of responsibility between the Chair and the Chief Executive Officer, each of which

has clearly defined roles. The Chair should be responsible for the effective running of the Board whilst the Chief Executive Officer is

responsible for operating the business and implementing the Board’s strategies and policies.

The role of the Chair is set out in writing and agreed by the Board. The Chair is responsible for:

• the effective leadership, operation and governance of the Board;

• ensuring the effectiveness of the Board;

• setting the agenda, style and tone of Board discussions;

• ensuring the directors receive accurate, timely and clear information; and

• maintaining a close working relationship with the Chief Executive Officer.

The role of the Chief Executive Officer is set out in writing and agreed by the Board. The Chief Executive Officer is responsible for:

• management of the Group’s business;

• implementation of the Group’s strategy and policies;

• maintaining a close working relationship with the Chair;

• chairing the Group Management Board meetings; and

• chairing the Sustainability Committee.

Board Meetings and Attendance

There were eight scheduled Board meetings during 2025 and, additionally, a further five unscheduled meetings in relation to, inter alia,

M&A activity, capital investment projects and other corporate activity, including in relation to the Group’s successful transition from AIM

to the Equity Shares (Commercial Companies) Category of the official List of the Financial Conduct Authority and to trading on London

Stock Exchange plc’s Main Market for Listed Securities.

On the rare occasion that a Director is unavoidably unable to attend a meeting, they would generally hold a briefing with the Chair

prior to the meeting so that their comments and input can be taken into account at the meeting. The Chair would provide an update to

them after the meeting.

Individual attendance at the meetings, including Audit Committee, Nomination Committee and Remuneration Committee attendance,

is set out in the table below. Where n/a appears in the table, the individual is not a Committee member but may attend the meeting

at the invitation of the relevant Committee Chair. By way of example, the Chair, Chief Executive Officer and Chief Financial Officer were

each invited to attend, and did so attend, each meeting of the Audit Committee.

Corporate Governance Report

Continued >

80 Johnson Service Group PLC 2025 Annual Report & Accounts

In addition to the meetings set out above, the Chair and the

Independent Non-Executive Directors have met during the year

without the Executive Directors being present.

External Executive Search Consultants

Appointments to the Board involve a rigorous selection process,

led by the Nomination Committee, and external independent

executive search consultants are usually engaged. Further

information is set out within the Nomination Committee Report.

Induction, Training and Knowledge

Appropriate training is available to Directors upon appointment

and as required on an ongoing basis. Furthermore, on

appointment, Directors participate in a customised induction

programme to familiarise them with the Group.

The Directors have access to the advice and services of the

Company Secretary and it is acknowledged that individual

Directors may wish to seek independent professional advice in

connection with their responsibilities and duties. The Company

will meet reasonable expenses incurred in this regard, although

no Director felt it necessary to seek such advice in the year ended

31 December 2025.

Supply of Information

To assist the Board in performing its responsibilities, information,

appropriate in quality and timeliness, is received in an agreed

format for each scheduled Board meeting.

At the invitation of the Board, other members of the

management team attend Board meetings to present on

matters relating to their areas of responsibility, including

regulatory compliance, investor relations, sustainability, risk

management and internal control and information technology

and cyber security. The directors and management of operating

companies are also supported by the central function, which

includes finance, legal and sustainability.

Service Agreements

The service agreements of the Executive Directors and copies

of the letters of appointment of the Chair and the Independent

Non-Executive Directors are available for inspection during

business hours on any weekday (excluding Saturdays, Sundays

and public holidays) at the registered office of the Company and

will be available for inspection for fifteen minutes prior to, and

during, the Annual General Meeting.

External Appointments

The Board supports Executive Directors having a non-executive

directorship as part of their continuing development provided

they have sufficient time to balance their commitments to the

Group with any external role. Such positions must receive prior

Board approval. In accordance with the Code, full-time executive

directors would not ordinarily take on more than one non-

executive directorship in a FTSE 100 company.

The role of an Independent Non-Executive Director requires a

time commitment in the order of 20 days per year plus additional

time as necessary to properly discharge their duties. There is no

restriction on outside appointments provided that they do not

prevent the Directors from discharging their responsibilities to

the Company effectively. Prior to appointment, each prospective

Non-Executive Director must confirm that they will have sufficient

time available to be able to discharge their responsibilities to the

Company effectively and that they have no conflicts of interest.

The Board remains confident that individual members continue

to devote sufficient time to undertake their responsibilities

effectively. The commitments of each Executive Director are set

out on pages 60 to 61.

Section 3: Composition, Succession &

Evaluation

Principles

J. Appointments to the board should be subject to a

formal, rigorous and transparent procedure, and an

effective succession plan should be maintained for

board and senior management. Both appointments

and succession plans should be based on merit and

objective criteria. They should promote diversity,

inclusion and equal opportunity.

K. The board and its committees should have a

combination of skills, experience and knowledge.

Consideration should be given to the length of service

of the board as a whole and membership regularly

refreshed.

L. Annual evaluation of the board should consider its

composition, diversity and how effectively members

work together to achieve objectives. Individual

evaluation should demonstrate whether each director

continues to contribute effectively.

Corporate Governance Report

Continued >

Board

(Scheduled)

Board

(Unscheduled)

Audit

Committee

Nomination

Committee

(Scheduled)

Nomination

Committee

(Unscheduled)

Remuneration

Committee

(Scheduled)

Remuneration

Committee

(Unscheduled)

Maximum Number

of Meetings 8 5 4 3 4 3 5

Jock Lennox 8/8 5/5 n/a 3/3 4/4 3/3 5/5

Chris Girling 8/8 5/5 4/4 3/3 4/4 3/3 5/5

Nicola Keach 8/8 5/5 4/4 3/3 4/4 3/3 5/5

Kirsty Homer 8/8 5/5 4/4 3/3 4/4 3/3 5/5

Peter Egan 8/8 5/5 n/a n/a n/a n/a n/a

Ryan Govender

2/2 2/2 n/a n/a n/a n/a n/a

Yvonne

Monaghan

6/6 3/3 n/a n/a n/a n/a n/a

Note 1: Ryan Govender was appointed as Chief Financial officer and to the Board with effect from 1 October 2025. For the period 1 October to 31 December 2025, Ryan Govender

was present at all Board meetings that he was eligible to attend.

Note 2: Yvonne Monaghan stepped down as Chief Financial Officer and retired from the Board with effect from 1 October 2025. For the period 1 January 2025 to 1 October 2025,

Yvonne Monaghan was present at all Board meetings that she was eligible to attend.

Shareholder

Information

Company Financial

Statements

Group Financial

Statements

Corporate

Governance

Strategic

Report

Nomination Committee

The role of the Nomination Committee is to, inter alia, monitor

the performance, appropriateness and future succession of the

Company’s executive and Board talent in order to ensure that

the Board comprises individuals with the right blend of diversity,

skills, knowledge and experience to maintain a high degree of

effectiveness in discharging its responsibilities. Appointments to

the Board are recommended, as appropriate, by the Nomination

Committee. Board appointments are subject to approval by the

Board as a whole. Further details are outlined in the Nomination

Committee Report, on pages 91 to 93.

Performance Evaluation

Each year, the Independent Non-Executive Directors conduct a

performance evaluation of the Chair, after taking into account

the views of the Executive Directors. The Chair also conducts an

appraisal of each member of the Board, Board composition and

the format and effectiveness of the Board meetings. In addition,

the Remuneration Committee regularly reviews the performance

of each Executive Director.

Following the formal, independent, externally facilitated,

evaluation of the Board and its Committees conducted in the

final quarter of 2024, the results of which were subsequently

reported in the Company’s annual report for the financial year

ended 31 December 2024, the Board conducted an anonymous

Board performance review within the Company during the year

which covered, inter alia:

• performance of the Board (including consideration of how

the Board works together as a unit);

• processes which underpin the Board’s effectiveness

(including consideration of the balance of skills, experience,

independence, diversity and knowledge of the persons on

the Board);

• performance of the Audit, Nomination and Remuneration

Committees; and

• individual performance (giving consideration to whether

each Director continues to contribute effectively and show

commitment).

The performance review also sought Director views on key

focus topics for the Board during 2025. In addition to regular

discussions that the Chair held with each Director throughout

the year, as part of the Board performance review process, the

Chair held individual discussions with each Director to discuss

the aggregated, anonymised, feedback in relation to the Board

performance review exercise. The results of those discussions

were summarised by the Chair and considered by the Board.

Overall, the feedback from Board members was positive,

indicating that the Board feels engaged and motivated, with

a belief that the Company can continue to be ambitious and a

leader in its markets. Accordingly, to maintain this, the Board

believes that it is important to consider the time and depth

given to the strategic and succession agendas as the Company

continues on its growth trajectory.

As a result of the above reviews and evaluations, it is considered

that the performance of each Director (and, collectively, the

Board and its Committees) continues to be effective, that each

Director demonstrates sufficient commitment to their role and

that the contribution of each Director continues to be important

to the Company’s long-term sustainable success

Re-election of Directors

Each year, all Directors will retire and offer themselves for

re-election, if they wish to continue serving and are considered

by the Board to be eligible. Accordingly, each current member

of the Board, as at the date of this Report, will be proposed for

re-election (or, for Ryan Govender, election) at this year’s Annual

General Meeting of the Company.

Biographical details of all the Directors are set out on pages

60 to 61 and are also available for viewing on the Company’s

website (www.jsg.com).

Section 4: Audit, Risk & Internal Control

Principles

M. The board should establish formal and transparent

policies and procedures to ensure the independence

and effectiveness of internal and external audit

functions and satisfy itself on the integrity of financial

and narrative statements.

N. The board should present a fair, balanced and

understandable assessment of the company’s position

and prospects.

O. The board should establish procedures to manage risk,

oversee the internal control framework, and determine

the nature and extent of the principal risks the company

is willing to take in order to achieve its long-term

strategic objectives.

Audit Committee

The Board has established an Audit Committee, comprising the

independent Non-Executive Directors, which is responsible for:

• ensuring that formal and transparent policies and

procedures are in place to protect the interests of

Shareholders in relation to financial reporting, internal

control and risk management;

• monitoring the financial reporting process and the integrity

of the annual and interim financial statements;

• determining whether the Annual Report and Accounts,

taken as a whole, are fair, balanced and understandable,

and whether they provide the information necessary

for Shareholders to assess the Group’s position and

performance, business model and strategy;

• considering, and ultimately approving for publication, any

formal announcements relating to the Company’s financial

performance;

• reviewing and challenging, as necessary, the judgments

and actions of management in relation to the financial

statements;

• monitoring, reviewing and concluding upon the system of

internal control;

• ensuring the maintenance of a control environment and the

appropriate management of risk;

• recommendation of appointment of, and liaison with, the

external auditor;

• reviewing and setting the terms of engagement and the

remuneration of the external auditor;

• annual review and monitoring of the external auditor’s

independence and objectivity and the effectiveness of the

audit process;

• development and implementation of policy on the

engagement of the external auditor to supply non-audit

services;

• reviewing the Group’s systems and controls for the

prevention and detection of fraud or bribery; and

Corporate Governance Report

Continued >

82 Johnson Service Group PLC 2025 Annual Report & Accounts

• reviewing arrangements under which employees may, in

confidence, raise concerns about possible improprieties in

matters of financial reporting or other matters ensuring

that arrangements are in place for the proportionate and

independent investigation and appropriate follow-up action.

The Audit Committee reports to the Board on how it has

discharged its responsibilities. Further details are outlined in the

Audit Committee Report, on pages 84 to 90.

Robust Risk Assessment

Throughout the year, and as described further within the

Audit Committee Report, the Board has carried out a robust

assessment of the principal risks and uncertainties facing the

Group, including those that would threaten its business model,

future position, performance, solvency or liquidity. Details of the

principal risks and uncertainties facing the Group, together with

how the risks and uncertainties are being managed or mitigated,

are set out on pages 50 to 56.

Internal Assurance

The Group does not currently have a standalone, independent,

internal audit function. Instead, internal assurance activities

are undertaken, in the main, by a nominated resource within the

Group Finance function. Other members of the Group Finance

function may, on occasion, also perform internal assurance

activities. Internal assurance activities are overseen by the

Director of Group Finance, who reports functionally to the Audit

Committee and operationally to the Chief Financial Officer. The

Director of Group Finance, and the Group Finance function, are

independent of the business operations.

At its meeting in February, the Audit Committee will consider, and

approve, the annual internal assurance plan for the coming year.

Thereafter, the Audit Committee will receive regular updates at

each of its meetings on progress against the plan and details of

findings, together with management actions taken to address

recommendations, from the Director of Group Finance.

Whilst the Group does not have a standalone, independent,

internal audit function, both the Board and the Audit

Committee are satisfied that the current arrangements in

place are appropriate to monitor, and provide assurance

over, the adequacy and effectiveness of internal control and

risk management processes across the Group’s operations.

Furthermore, they are satisfied that internal assurance activities

are undertaken with the necessary objectivity and competency

and that those individuals performing the internal assurance

activities are free from management influence or other

restrictions.

Internal Control

The Board, with advice from the Audit Committee, is satisfied

that an effective system of internal controls and risk

management processes are in place which enable the Company

to identify, evaluate and manage key risks. These processes have

been in place since the start of the financial year and up to the

date of approval of the financial statements. Further details of

risk management frameworks and how the Audit Committee has

reviewed the effectiveness of the system of internal control are

described further within the Audit Committee Report.

The Audit Committee and Board is cognisant of the coming

into force, with effect from 1 January 2026, of Provision 29 of the

Financial Reporting Council’s 2024 UK Corporate Governance

Code and looks forward to reporting against the relevant

requirements, regarding, inter alia, the monitoring and review of

the Company’s risk management and internal control framework

and the effectiveness of material controls, in the Company’s

annual report and accounts for the financial year ending

31 December 2026. Significant preparatory work has already

been undertaken in this regard.

Going Concern

The Board considered the going concern review performed

by management, in particular, the appropriateness of key

judgments, assumptions and estimates underlying the financial

forecasts that underpin the review, together with a review of

the level of forecast available headroom against the Group’s

committed borrowing facilities and compliance with key financial

covenants.

Further details of the going concern assessment are provided on

pages67 to 68.

Future Prospects

The Board has assessed the future prospects of the Group in

accordance with Provision 31 of the Code. Based on the results

of this analysis, and having considered the nature and extent

of the Company’s principal risks and uncertainties, the Board

has a reasonable expectation that the Group will be able to

continue in operation and meet its liabilities as they fall due

over the 36-month period of its assessment, such 36-month

period commencing from the balance sheet date. Details of the

assessment performed by the Board, including an assessment of

those risks most likely to impact the Group’s future prospects, are

set out on pages 50 to 56.

Section 5: Remuneration

Principles

P. Remuneration policies and practices should be

designed to support strategy and promote long-term

sustainable success. Executive remuneration should be

aligned to company purpose and values and be clearly

linked to the successful delivery of the company’s long-

term strategy.

Q. A formal and transparent procedure for developing

policy on executive remuneration and determining

director and senior management remuneration should

be established. No director should be involved in

deciding their own remuneration outcome.

R. Directors should exercise independent judgment

and discretion when authorising remuneration

outcomes, taking account of company and individual

performance, and wider circumstances.

Remuneration Committee

In line with the authority delegated by the Board, the Committee

sets the Company’s Remuneration Policy and is responsible for

determining remuneration terms and conditions of employment

for the Chair of the Board, the Executive Directors and those

members of the Group Management Board whom are not

Executive Directors.

The Committee:

• ensures that the Executive Directors are appropriately

incentivised to enhance the Group’s performance and

rewarded for their contribution to the success of the

business by designing, monitoring and assessing incentive

arrangements, including setting stretching targets and

assessing performance and outcomes against them;

• reviews the remuneration arrangements for other senior

executives within the Group, namely those members of the

Group Management Board who are not Executive Directors;

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• in undertaking its responsibilities above, reviews and

monitors the remuneration and related policies and culture

applying to the wider workforce, taking these into account

when considering, developing and setting remuneration

policies and packages for Executive Directors and the Group

Management Board; and

• maintains an active dialogue with Shareholders, ensuring

their views and those of their advisors are sought and

considered when setting executive remuneration.

The Committee regularly reports to the Board on how it has

discharged its responsibilities.

Further details of the Remuneration Committee’s responsibilities

and the Group’s Remuneration Policy, together with details of

how the policy has been applied in 2025 and how it is expected

to be applied in 2026, are outlined in the Directors’ Remuneration

Report, on pages 94 to 115.

Corporate Governance Report Approval

The Corporate Governance Report incorporates the Audit

Committee Report, Nomination Committee Report and Directors’

Remuneration Report, as well as the report on Sustainability.

The Corporate Governance Report was approved by the Board

on 2 March 2026.

By order of the Board.

Christopher Clarkson

Company Secretary

2 March 2026

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84 Johnson Service Group PLC 2025 Annual Report & Accounts

Dear Shareholder.

On behalf of the Board, I am pleased to present the Audit Committee’s Report for the financial year ended 31 December 2025.

The Year in Review

The Audit Committee continued to fulfil its duties throughout the year, maintaining oversight of the integrity of the Company’s financial

reporting, key accounting judgments and related disclosures, and the robustness of the Group’s risk management and internal control

systems and framework. In discharging its duties, the Committee works to a structured agenda closely linked to the events in the

Company’s reporting cycle.

I am pleased to report that the Group’s risk and financial management structures have operated effectively during the year under

review. The continued support, constructive engagement and level of responsiveness of my Committee colleagues and management

have enabled the Committee to fulfil its role in providing effective scrutiny and challenge. In this regard, I would like to thank colleagues

across the Group who assisted the Committee during the year for their support.

As in previous years, the Committee’s primary focus was on the integrity of the Group’s financial reporting activities. In considering the

financial statements for 2025, the Committee concentrated on the key accounting judgments and disclosures relating to the financial

statements, with careful consideration given to the Group’s viability disclosures and its ability to continue as a going concern, with

particular scrutiny being given to the reports prepared and assumptions used by management to support those statements. The

Committee concluded that the Company had adopted an appropriate approach in all significant areas.

As was the case last year, certain of the Group’s non-financial sustainability related data in the 2025 Annual Report and Accounts

has received limited third-party assurance from an independent third party. The independent assurance statement can be found on

page49.

At the request of the Board, the Committee also considered the Group’s Principal Risks and Uncertainties disclosures for the financial

year ended 31 December 2025. The Committee is satisfied that the statements made by executive management on pages 50 to 56 of

this Annual Report are appropriate based on what is currently known to management as at the date of this Report.

In the pages that follow, we have sought to provide shareholders and other stakeholders with details of the work that was undertaken

by the Committee during the year. This has enabled the Committee to provide assurance to the Board on the effectiveness of the

internal controls framework and the integrity of the Group’s 2025 Annual Report and financial statements.

Evaluation of the Competence and Effectiveness of the Committee

Each year, as part of an overall review of the Board and its Committees, the Audit Committee critically reviews its own performance

and considers where improvements can be made. In so doing it considers, amongst other things, those matters discussed by the Audit

Committee, such as:

• composition, structure and activities;

• how well the Committee oversees the financial reporting process;

• its review of the work of the external auditor;

• the effectiveness of the process for raising concerns;

• its monitoring of the management of risk;

• how well it understands and evaluates the effectiveness and conclusions of internal control and the adequacy of the related

disclosures;

• whether the Committee’s terms of reference are appropriate for the particular circumstances of the Company and comply with

prevailing legislation and best practice;

• whether the number and length of time of Committee meetings are sufficient to meet the role and responsibilities of the Committee

and coincide with key dates within the financial reporting and audit cycle; and

• identification of additional training needs for Committee members.

Overall, the performance of the Committee continued to be rated highly and the Committee was considered to have discharged its

duties effectively. By virtue of my former executive and non-executive roles (full details of which are set out on page 61), together with the

results of the above evaluation, the Board considers that I have recent and relevant financial experience. The Board further concluded

that the Committee, as a whole, has sufficient competence relative to the sector in which the Company operates.

The Year Ahead

The Audit Committee plays a central role in supporting the Board in safeguarding the integrity of the Group’s financial statements and

overseeing the effectiveness of the Group’s internal financial controls and risk management systems. The Committee remains focused

on ensuring that the Group’s internal control framework continues to operate effectively and evolves appropriately in response to the

changing environment in which the Group operates.

This responsibility will assume additional significance in 2026 in light of the requirements of Provision 29 of the Financial Reporting

Council’s 2024 UK Corporate Governance Code, particularly in relation to the monitoring and review of the Company’s risk management

and internal control framework and the effectiveness of material controls. The Committee’s composition, experience and commitment

position it well to meet these enhanced expectations and to discharge its responsibilities effectively in the year ahead.

I look forward to welcoming Lysanne Gray to the Board and to working closely with her to ensure a smooth and orderly transition ahead

of her succeeding me as Chair of the Audit Committee following the announcement of the Company’s interim results for the six months

ending 30 June 2026.

I hope that you find this report informative and can continue to take assurance from the work undertaken by the Committee this year.

We seek to respond to shareholders’ expectations in our reporting and, as always, welcome any feedback from shareholders or other

stakeholders.

Chris Girling

Chair, Audit Committee

2 March 2026

Audit Committee Report

Letter from Chris Girling, Chair of the Audit Committee

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Responsibilities of the Audit Committee

The Board has established an Audit Committee (the ‘Committee’),

comprising the Independent Non-Executive Directors, to which

it has delegated day to day responsibility for, inter alia, the

following:

• ensuring that formal and transparent policies and

procedures are in place to protect the interests of

Shareholders in relation to financial reporting, internal

control and risk management;

• monitoring the financial reporting process and the integrity

of the annual and interim financial statements;

• determining whether the Annual Report and Accounts,

taken as a whole, are fair, balanced and understandable,

and whether they provide the information necessary

for Shareholders to assess the Group’s position and

performance, business model and strategy;

• considering, and ultimately approving for publication, any

formal announcements relating to the Company’s financial

performance;

• reviewing and challenging, as necessary, the judgments

and actions of management in relation to the financial

statements;

• monitoring, reviewing and concluding upon the Company’s

risk management and internal control framework;

• monitoring and reviewing the effectiveness of the Company’s

internal assurance arrangements;

• ensuring the maintenance of a control environment and the

appropriate management of risk;

• recommending the appointment of, and ongoing liaison with,

the external auditor;

• reviewing and setting the terms of engagement and the

remuneration of the external auditor;

• annual review and monitoring of the external auditor’s

independence and objectivity and the effectiveness of the

audit process;

• development and implementation of policy on the

engagement of the external auditor to supply non-audit

services;

• reviewing the Group’s systems and controls for the prevention

and detection of fraud or bribery; and

• reviewing arrangements under which employees may, in

confidence, raise concerns about possible improprieties in

matters of financial reporting or other matters ensuring

that arrangements are in place for the proportionate and

independent investigation and appropriate follow-up action.

The Committee regularly reports to the Board on how it has

discharged its responsibilities. The full terms of reference of

the Committee are available on the Company’s website, or on

request to the Company Secretary.

Members of the Committee have continued to take an active

role including spending time with the operations teams and also

participating in key discussions on areas of financial judgment.

These actions have allowed the Committee to have an even

greater input and to develop greater awareness of the day-

to-day challenges that the business faces and the potential

consequences of such challenges.

This report sets out how the Committee has discharged its

responsibilities and describes the work of the Committee,

including in respect of meeting the relevant requirements of the

FRC’s Audit Committee Minimum Standard.

Composition of the Committee

The Committee meets at least four times per year and also

meets in private with the external auditor.

In accordance with Provision 24 of the Code, the Company

should establish a Committee of at least three independent non-

executive directors. Membership of the Committee at each of

its meetings during the year is shown below and is, therefore, in

accordance with the Code:

February August (1)

August (2)

November

Chris Girling

(Committee

Chair)

ü ü ü ü

Kirsty

Homer

ü ü ü ü

Nicola

Keach

ü ü ü ü

Note 1: There were two separate meetings of the Audit Committee held in August

2025.

What the Committee did in 2025

In 2025, the Committee discharged its responsibilities by:

• reviewing the Group’s draft financial statements (for the year

ended 31 December 2024), preliminary announcement (for the

year ended 31 December 2024) and interim results statement

(for the six-month period ended 30 June 2025) prior to Board

approval and reviewing the external auditor’s reports

thereon;

• reviewing and considering the significant matters in relation

to the financial statements, as further detailed on page 86;

• reviewing the plan of the external auditor for the audit

of the Consolidated and Company Financial Statements,

confirmations of the auditor’s independence and proposed

audit fee and approving terms of engagement for the audit;

• considering and agreeing the annual internal audit plan

together with any findings and recommendations arising

thereon;

• considering, and approving, the annual internal assurance

plan for 2025 and then monitoring the progress and

effectiveness of performance against the plan, including the

consideration of findings, at each of its subsequent meetings;

• considering the review of material business risks, including

reviewing internal control processes, material controls, and

the framework used to identify and monitor principal risks

and uncertainties;

• reviewing the Executive and Non-Executive Directors’

expenses;

• monitoring the reporting, and follow up of items reported, on

the employee whistleblowing hotline established in line with

the Code of Ethics;

• reviewing the Committee’s composition and confirming that

there is sufficient expertise and resource for it to fulfil its

responsibilities effectively;

• reviewing and assessing the performance, effectiveness and

independence of Grant Thornton UK LLP (‘Grant Thornton’) as

external auditor;

• recommending that the Board propose to Shareholders the

reappointment of Grant Thornton as external auditor until

the conclusion of the AGM in 2026;

Audit Committee Report

Letter from Chris Girling, Chair of the Audit Committee

86 Johnson Service Group PLC 2025 Annual Report & Accounts

• considered the preparation for, and the ongoing

workstreams in respect of, the reforms of the UK Corporate

Governance Code; and

• approving the appointment of Jacobs U.K. Limited (‘Jacobs’)

as independent limited assurance provider in respect of

certain of the Group’s non-financial sustainability related

data in the 2025 Annual Report and Accounts.

Fair, Balanced and Understandable

At the request of the Board, the Committee has considered

whether, in its opinion, the 2025 Annual Report and Accounts are

fair, balanced and understandable, and whether they provide

the information necessary for Shareholders to assess the Group’s

position and performance, business model and strategy.

The Committee received a full draft of the report. Feedback

was provided by the Committee, highlighting the areas it was

felt would benefit from further clarity. The draft report was then

amended to incorporate this feedback ahead of final approval.

When forming its opinion, the Committee reflected on the

information it had received and its discussions throughout the

year. Following its review, the Committee was of the opinion that

the 2025 Annual Report and Accounts were fair, balanced and

understandable on the basis that:

• the description of the business agrees with our own

understanding;

• the risks reflect the issues that concern us;

• appropriate weight has been given to the ‘good and bad’

news;

• the discussion of performance properly reflects the ‘story’ of

the year; and

• there is a clear and well-articulated link between all areas of

disclosure.

Significant Matters Considered in Relation to

the Financial Statements

The Committee has assessed whether suitable accounting

policies have been adopted and whether management has

made appropriate judgments and estimates. Throughout

the year, the Group Finance team has worked to ensure that

the business is transparent and provides the required level

of disclosure regarding significant issues considered by the

Committee in relation to the financial statements, as well as how

these issues were addressed, while being mindful of matters that

may be business-sensitive.

This section outlines the main areas of judgment that have

been considered by the Committee to ensure that appropriate

rigour has been applied. Accounting policies can be found in the

Statement of Significant Accounting Policies.

Impairment

As part of the year end process, management assessed whether

goodwill (in respect of the Group) and investments (in respect of

the Company) had suffered any impairment, in accordance with

the accounting policy stated within this Annual Report.

The Committee reviewed and challenged management’s

overall impairment testing of goodwill and investments. The

Committee considered the appropriateness of key assumptions

and methodologies for both value in use models and fair value

measurements. This included challenging projected cash flows,

growth rates and discount rates. The Committee concluded that

the methodology and assumptions used by management were

reasonable.

Post-employment Benefits

The valuation of all post-employment benefits is based on

statistical and actuarial calculations, using various assumptions

including discount rates, inflation, life expectancy of scheme

members and cash commutations. The Committee reviewed the

actuarial assumptions underpinning the valuation and were

satisfied that all assumptions are within ranges considered

generally acceptable given the size, demographic and duration

of the Group schemes.

Accounting for Complex Customer Arrangements

As in previous years, the Group offers rebates to certain

customers based on agreed fixed rates relating to the volume

of services provided and goods purchased. The Committee does

not consider the Group’s rebates to be highly complex as: they

are predominantly volume related; there are generally written

agreements in place; and historical estimates of rebates have

been seen to be accurate. However, following FRC guidance this

has been highlighted as an area of focus. The Committee has

discussed any judgments made in accruing customer rebates

with management and the auditor. The Committee is satisfied

that the amounts accrued are appropriate.

Going Concern Assessment

The Committee reviewed in detail the going concern assessment

prepared by management, which comprised monthly cash

flow projections for the period to 30 June 2027 (the assessment

period), reflecting an initial set of assumptions around financial

projections and trading performance. Detailed explanations had

been provided by management with regard to the assumptions

used in the cash flow projections. The Committee carefully

studied the assumptions and considered that they were sensible

and appropriate to the circumstances.

The Committee also considered the stress tests that had been

performed by management, which reflected subdued trading

conditions and which were designed to stress test liquidity and

covenant compliance. Again, the Committee carefully studied the

assumptions used in the stress tests and considered that they

were sensible and appropriate to the circumstances.

After considering the monthly cash flow projections, the stress

tests and the facilities available to the Group and Company, the

Committee concluded that there was a reasonable expectation

that the Group and Company have adequate resources for

their operational needs, will remain in compliance with the

financial covenants set out in the bank facility agreement and

will continue in operation for at least the period to 30 June

2027. Accordingly, and having reassessed the principal risks

and uncertainties, the Committee considered, and reported to

the Board as such, that it was appropriate to adopt the going

concern basis in preparing the Group and Company financial

statements.

Alternative Performance Measures (APMs)

Throughout the Annual Report and financial statements, we

refer to a number of APMs. APMs are used by the Group to

provide further clarity and transparency of the Group’s financial

performance. The APMs are used internally by management

to monitor business performance, budgeting and forecasting,

and for determining Directors’ remuneration and that of other

management throughout the business. The Committee is

aware that the APMs are non-IFRS measures and should not be

regarded as a complete picture of the Group’s performance.

APMs used by the Group are as follows:

• adjusted operating profit or loss, which refers to continuing

operating profit or loss before amortisation of intangible

assets (excluding software amortisation)and exceptional

items;

• adjusted profit or loss before taxation, which refers to

adjusted operating profit or loss less total finance cost;

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• adjusted EBITDA, which refers to adjusted operating profit

or loss plus the depreciation charge for property, plant and

equipment, textile rental items and right of use assets plus

software amortisation;

• adjusted earnings per share, which refers to earnings per

share calculated based on adjusted profit or loss after

taxation; and

• net debt excluding IFRS 16 liabilities.

The Committee considers that the APMs, all of which exclude the

effects of non-recurring items or non-operating events, provide

useful information for stakeholders on the underlying trends

and performance of the Group. Furthermore, the Committee is

content that where APMs are stated, they are presented with

equal prominence to the statutory figures. The Committee

also considered the accounting policy in respect of APMs and

noted that it referred to a number of limitations of APMs as well

as providing clear signposts to where APMs are reconciled to

statutory performance measures within the Annual Report and

financial statements.

Assessment of External Auditor

Effectiveness

The Committee annually reviews the performance of the external

auditor. In forming its conclusion as to the performance of the

external auditor, the Committee reviews amongst other matters:

• feedback on the effectiveness and performance of the

external audit;

• the external auditor’s fulfilment of the agreed audit plan in

respect of 2025;

• reports highlighting the material issues, critical accounting

judgments and key sources of estimation uncertainty that

arose during the conduct of the audit;

• the external auditor’s objectivity and independence during

the process, including its own representation about its

internal independence processes; and

• the challenges raised by the external auditor during the

audit.

The Committee concluded that the audit process as a whole had

been conducted robustly, the external audit team selected to

undertake the audit had done so thoroughly and professionally,

and the external auditor had applied sufficient experience and

understanding of the Company’s industry, consulted with experts

as necessary, and is of sufficient size to conduct a national audit.

The performance of Grant Thornton UK LLP as external auditor

to the Company in respect of the year ending 31 December

2025 was, therefore, considered to be effective. In addition, the

Committee was satisfied that management had provided the

external auditor with appropriate access to its operations and

personnel, systems, records and supporting information, whilst

acting professionally and with appropriate challenge, enabling

the audit to be conducted effectively.

Assessment of External Auditor

Independence

The Company has adopted a policy on the independence of the

auditor which is consistent with the ethical standard published

by the Financial Reporting Council.

Independence Safeguards

The external auditor is required to adhere to a rotation policy

whereby the audit engagement partner is rotated after five

years. Grant Thornton were appointed in March 2021, five years

ago with Michael Frankish being the Senior Audit Partner for the

financial years ended 31 December 2021, 31 December 2022 and

31 December 2023. Jonathan Maile replaced Michael Frankish as

Senior Statutory Auditor for the audit process for the financial

year ended 31 December 2024 and was the Senior Statutory

Audit Partner for the year under review.

Ethical Standards and ISA (UK) 260 require the external auditor

to report to the Committee, on a timely basis, all significant facts

and matters that may bear upon their integrity, objectivity and

independence. During the year, the external auditor drew a

number of matters to the attention of the Committee in relation

to independence and were able to confirm that sufficient

safeguards were in place and that there were no significant

facts or matters that impacted their independence as external

auditor.

Furthermore, Grant Thornton confirmed that it had complied with

the Financial Reporting Council’s Ethical Standard and that as a

firm, and each covered person, that it was independent and able

to express an objective opinion on the financial statements of the

Group and Company.

Non-Audit Services

A key issue for the Committee that may impair auditor

independence, and the auditor’s objective opinion on the

financial statements, is the engagement of the external auditor

for the provision of non-audit services. In response to the

Financial Reporting Council’s Revised Ethical Standard 2019 (the

‘2019 Ethical Standard’), non-audit services should be provided

by a professional services firm other than the Company’s

appointed external auditor. The 2019 Ethical Standard provides

that fees payable to the external auditor in respect of non-audit

related services should be no more than 70% of the average audit

fees over the previous three years. The 2019 Ethical Standard

includes a ‘whitelist’ of permitted non-audit related services.

Fees Payable to the Auditor

Fees payable (including expenses) to Grant Thornton in 2025 in

respect of audit related services amounted to £590,000 (2024:

£590,000).

Fees payable (including expenses) to Grant Thornton in 2025 in

respect of non-audit related services amounted to £15,000 (2024:

£15,000). The non-audit related procedures were in relation to the

performance of agreed upon procedures in respect of informally

reviewing, but not auditing, the Group’s Consolidated Interim

Financial Statements. In addition, during 2025, Grant Thornton UK

Advisory & Tax LLP were engaged to provide certain non-audit

services to the Company as permitted under the 2019 Ethical

Standard. These services were provided in Grant Thornton UK

Advisory & Tax LLP’s capacity as Reporting Accountant to the

Company in connection with the Company’s transition from AIM

to the Equity Shares (Commercial Companies) category of the

Official List of the Financial Conduct Authority and to trading on

London Stock Exchange plc’s Main Market for listed securities.

Fees payable (including expenses) to Grant Thornton UK Advisory

& Tax LLP in respect of such non-audited related services

amounted to £310,000 (2024: £nil).

Independence Assessment by the Committee

In assessing and concluding upon the independence and

objectivity of the external auditor, the Committee takes into

account the assurances and information provided by the

external auditor at the planning stage of the audit, including a

written disclosure of the relationships that could have an impact

on the external auditor’s independence and objectivity and the

safeguards put in place to address such threats. As part of this

process, the Committee receives a statement from the external

auditor advising that all covered partners and staff annually

confirm their compliance with Grant Thornton’s ethics and

independence policies and procedures including, in particular,

that they have no prohibited shareholdings and their ethics and

independence policies are fully consistent with the requirements

of the 2019 Ethical Standard.

Audit Committee Report

Continued >

88 Johnson Service Group PLC 2025 Annual Report & Accounts

In addition, the Committee meets with the external auditor

during the year without the presence of management and I,

as Audit Committee Chair, have had regular contact with the

audit engagement partner. The Committee also has authority

to take independent advice, as it determines necessary, in order

to resolve issues on auditor independence. No such advice was

required during the year.

Accordingly, the Committee has concluded that Grant Thornton

was independent of the Group.

Statutory Audit Tender Process

In accordance with its terms of reference and regulatory

requirements, the Audit Committee is required to ensure that

the external audit services contract is put out to tender at least

once every ten years. The Committee is responsible for the

selection and appointment of the external auditor. It initiates

and conducts any competitive tender process undertaken

by the Company for the provision of external audit services

and considers and makes recommendations to the Board, to

be put to shareholders for approval at the Company’s AGM.

The Committee confirms that for the year under review, the

Company complied with the provisions of the Statutory Audit

Services for Large Companies Market Investigation (Mandatory

Use of Competitive Tender Processes and Audit Committee

Responsibilities) Order 2014 (the ‘CMA Order 2014’).

The last competitive tender process for the Company’s statutory

audit was completed in 2020, following which Grant Thornton

UK LLP was appointed as external auditor with effect from and

including the financial year ended 31 December 2021.

The Audit Committee keeps under review the timing of the next

tender process in line with the CMA Order 2014, the 2019 Ethical

Standard, and the UK Corporate Governance Code. Each year

the Audit Committee assesses the effectiveness of the external

auditor and, as at the date of this report, subject to the Audit

Committee continuing to believe that the audit is effective, the

Audit Committee’s present intention would be to continue with

Grant Thornton UK LLP as external auditor up to and including

the audit for the year ending 31 December 2030.

Assuming this is the case then our current expectation would

be to run a tender process during the calendar year ended

31December 2030 in order to select a new auditor for the year

ending 31 December 2031. When considering the appropriate

time to conduct the audit tender, the Audit Committee takes into

account the benefit of an incumbent firm with deep knowledge

of the Group’s operations, the independence and objectivity

of the appointed auditor and audit partner and the results

of the audit effectiveness assessment. The Audit Committee

currently believes that this approach is in the best interests of the

shareholders of Johnson Service Group PLC.

Reappointment of the External Auditor

The Committee has recommended to the Board to propose to

Shareholders the reappointment of Grant Thornton as auditor

until the conclusion of the AGM in 2027. Full details are set out in

the Notice of Annual General Meeting on pages 192 to 202. There

are no contractual restrictions over choice of auditor.

Internal Assurance

The Group does not currently have a standalone, independent,

internal audit function. Instead, internal assurance activities

are undertaken, in the main, by a nominated resource within the

Group Finance function. Other members of the Group Finance

function and other functions (e.g. Health & Safety, IT Security)

may, on occasion, also perform internal assurance activities.

Internal assurance activities are overseen by the Director of

Group Finance, who reports functionally to the Audit Committee

and operationally to the Chief Financial Officer. The Director of

Group Finance, and the Group Finance function, are independent

of the business operations.

At its meeting in February, the Audit Committee will consider, and

approve, the annual internal assurance plan for the coming year.

Thereafter, the Audit Committee will receive regular updates at

each of its meetings on progress against the plan and details of

findings, together with management actions taken to address

recommendations, from the Director of Group Finance.

Whilst the Group does not have a standalone, independent,

internal audit function, both the Board and the Audit

Committee are satisfied that the current arrangements in

place are appropriate to monitor, and provide assurance

over, the adequacy and effectiveness of internal control and

risk management processes across the Group’s operations.

Furthermore, they are satisfied that internal assurance activities

are undertaken with the necessary objectivity and competency

and that those individuals performing the internal assurance

activities are free from management influence or other

restrictions.

Internal Control and Risk Management

Whilst day to day responsibility has been delegated to the

Committee, the Board is ultimately responsible for the overall

risk management and internal control system and framework

for the Group and for reviewing its effectiveness. The Board’s

agenda includes a bi-annual consideration, or more frequently

if appropriate, of risk and control and it receives reports thereon

from the Audit Committee.

The Committee carries out a review, at least annually, covering

all material controls, including financial, operational and

compliance controls, and the risk management systems and

framework. The Committee also receives regular reports from

the Director of Group Finance in respect of progress against

the annual internal assurance plan and, where necessary,

recommendations for improvement are considered and agreed.

This process has been regularly reviewed by the Board.

The main features of the internal control framework are detailed

below.

1. Financial Reporting

There is a detailed budgeting and forecasting process with

the annual budget and forecast both challenged, stress tested

and, ultimately, approved by the Board. Monthly financial

results, together with updated forecasts as appropriate, are

reported against the corresponding figures for the budget and

the previous year with corrective and/or investigative action

initiated by the Board as appropriate.

2. Treasury Management

The Group’s treasury activities are operated within Board

approved guidelines. Facilities are approved by the Board

and all transactions are controlled and monitored. Monthly

summaries of treasury management activities are prepared for

the Board. Speculative transactions are not undertaken.

3. Risk Management

There is an on-going process for identifying, evaluating and

managing the Group’s Principal Risks and Uncertainties that

has been in place throughout the financial year and up to the

date of approval of the financial statements. The identification

of business risks is carried out in conjunction with operating

management and reviewed by the Committee and the Board.

The Board regularly assesses the financial implications and

effectiveness of the control process in place to mitigate or

eliminate these risks. The Group has insurance cover where it is

considered appropriate and cost effective.

Audit Committee Report

Continued >

Shareholder

Information

Company Financial

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Group Financial

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Corporate

Governance

Strategic

Report

4. Financial Control

Each business maintains financial controls and procedures

appropriate to its own operating environment. The Group has

a centralised finance function, independent to the operating

businesses and which can second additional resources from

around the Group, which reviews the systems and procedures

within each business and reports regularly to the Committee.

A review of control procedures is undertaken in respect of all

new acquisitions and action taken where necessary to bring

the controls up to the level required by the Group. The Group

has clearly defined guidelines for the review and approval of

capital expenditure projects. These include annual budgets and

designated levels of authority.

The system of internal control is designed to mitigate, rather than

eliminate, the risk of failure to achieve business objectives and

can only provide reasonable and not absolute assurance against

material misstatement or loss.

The key elements of the Group’s on-going processes for the

provision of an effective internal control and risk management

framework, in place throughout the year and at the date of this

Report, include:

• regular Board meetings to consider matters reserved for

Directors’ consideration;

• regular management reporting, providing a balanced

assessment of key risks and controls;

• an annual Board review of corporate strategy, including a

review of material business risks and uncertainties;

• established organisational structure with clearly defined

lines of responsibility and levels of authority;

• a centralised Group finance function which is independent to

the operating businesses and which implements, overseen by

the Director of Group Finance, the annual internal assurance

plan and provides independent assurance to management,

the Committee and the Board on the effectiveness of the

Company’s risk management and internal control framework

and material controls;

• documented policies and procedures;

• regular review by the Board of financial budgets, forecasts

and covenants with performance reported to the Board

monthly; and

• a detailed investment process for major projects, including

capital investment coupled with a post investment appraisal

analysis.

In reviewing the effectiveness of the system of internal control

the Committee has:

• received six-monthly reports, compiled by the Director

of Group Finance following discussion with key senior

managers, that set out the key risks facing the Group and

indicate whether controls and risk management processes

in each business unit have operated satisfactorily. These

reports are reviewed in detail, challenged where appropriate

and approved by the Committee for use in the Annual Report;

• regularly reviewed the financial and accounting controls;

• reviewed the internal assurance reports; and

• monitored management’s responsiveness to the findings and

recommendations arising from the above.

No significant failings or weaknesses were identified.

In respect of Group financial reporting, the finance department

is responsible for preparing the Group financial statements

using a well-established consolidation process and ensuring

that accounting policies are in accordance with International

Financial Reporting Standards. There is a detailed budgeting

process with an annual budget both challenged, stress-tested

and approved by the Board. Monthly results are reported against

the corresponding figures for the budget and the previous year

with corrective action initiated by the Board as appropriate.

All financial information published by the Group is subject to

approval by the Committee.

The Group’s treasury activities are operated within Board

approved guidelines. Facilities are approved by the Board

and all transactions are controlled and monitored. Monthly

summaries of treasury management activities are prepared for

the Board. Speculative transactions are not undertaken.

There have been no changes in the Company’s internal control

over financial reporting during the year under review that have

materially affected, or are reasonably likely to materially affect,

the Company’s control over financial reporting.

The Audit Committee and Board is cognisant of the coming

into force, with effect from 1 January 2026, of Provision 29 of the

Financial Reporting Council’s 2024 UK Corporate Governance

Code and looks forward to reporting against the relevant

requirements, regarding, inter alia, the monitoring and review of

the Company’s risk management and internal control framework

and the effectiveness of material controls, in the Company’s

annual report and accounts for the financial year ending

31 December 2026. Significant preparatory work has already

been undertaken in this regard.

Bribery Act 2010 (the ‘Act’)

The Group is committed to conducting its business with the

highest degree of integrity. This commitment includes a zero-

tolerance approach towards all forms of bribery, corruption,

fraud and theft. The Group has in place an appropriate policy,

which sets out how employees must act to ensure that our

zero-tolerance approach to bribery and corruption is upheld,

and regularly re-enforces its Code of Ethics. In addition, our

employee Code of Conduct (the ‘Code of Conduct’) sets out the

requirements and guidelines on expected behaviours for all

employees to act with honesty, integrity and fairness to others

to ensure the Group meets the highest standards of conduct in

business dealings. The Code of Conduct, which encompasses a

high-level overview of each of the Group’s more detailed policies,

including the Code of Ethics, is available on our internal intranet

system and hard copies can be obtained from our Human

Resources teams.

On joining the Group, whether by way of acquisition or otherwise,

all employees will be made aware of these standards and

procedures. Senior employees are also required to sign an

annual statement of compliance with the Code of Ethics.

Appropriate Board approved procedures are in place to

prevent employees and other associated persons committing

offences under the Act. Engaging in fraud, bribery or corruption

is unlawful and any employee, director or officer found to have

breached the Code of Conduct will be liable to disciplinary

action which may result in dismissal or other serious sanctions.

Breaches of the Code of Conduct by third parties may result in

immediate termination for breach of all contracts with the Group.

These procedures are subject to regular monitoring and review.

Audit Committee Report

Continued >

90 Johnson Service Group PLC 2025 Annual Report & Accounts

Modern Slavery Act

We are committed to implementing and enforcing effective

systems and controls to ensure slavery and human trafficking is

not taking place anywhere in our supply chains or in any part of

our business. To ensure a high level of understanding of the risks

of modern slavery and human trafficking in our supply chains and

our business, all Directors have been briefed on the subject and

we have provided training to relevant employees. The Company’s

modern slavery compliance statement, pursuant to section 54(1)

of the Modern Slavery Act 2015, for the financial year ended

31December 2025 was approved by the Board in January 2026.

Further details can be found on page 41.

Whistleblowing

The Group is committed to a culture of openness, honesty and

accountability and believes that it is fundamental that any

concerns our employees have can be raised in confidence and

without fear of victimisation. To this end, the Group has in place a

whistleblowing policy which encourages employees to report any

malpractice, illegalities, wrongdoing or matters of similar concern

(together ‘ethical wrongdoing’) by other employees, former

employees, contractors, suppliers or advisors. Examples of ethical

wrongdoing include bribery, corruption, fraud, dishonesty and

illegal practices which may endanger employees or other parties.

Any matters raised through the whistleblowing process are

reported to the Committee. Where such matters are raised a

proportionate investigation is undertaken either by independent

management or an appropriate external party under the

direction and guidance of the Committee.

During the current and preceding financial years, a number

of matters were raised via the whistleblowing process. These

mostly related to employee related grievances and were

escalated to the relevant manager or other investigating officer

for investigation. One matter reported last year has been

successfully closed during the year under review which, following

internal investigation, resulted in an employee being dismissed

for gross misconduct due to a violation of Group IT policy. In the

year under review a total of three matters were raised via the

Group’s whistleblowing process. One of these matters, concerning

various alleged grievances, was investigated by HR and resulted

in no action being taken. The two other matters reported during

the year under review (one relating to alleged theft of waste

material from one of the Group’s processing facilities and the

other relating to alleged misuse of a Company vehicle) were

investigated, with both investigations concluding in January

2026. The first investigation found no evidence of impropriety,

confirming that the waste material had been collected by a

registered waste carrier. In the second matter, while a vehicle was

used otherwise than in accordance with Group policy, no further

action was considered necessary in light of the circumstances.

Chris Girling

Chair, Audit Committee

2 March 2026

Audit Committee Report

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Group Financial

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Corporate

Governance

Strategic

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Audit Committee Report

Continued >

Nomination Committee Report

Dear Shareholder.

On behalf of the Board, I am pleased to present the Nomination Committee’s Report for the financial year ended 31 December 2025.

Objectives

The key objective of the Nomination Committee (the ‘Committee’) is to monitor the performance, appropriateness and future

succession of the Company’s executive and Board talent in order to ensure that the Board comprises individuals with the right blend of

skills, knowledge, experience and diversity to maintain a high degree of effectiveness in discharging its responsibilities. Appointments

to the Board are recommended, as appropriate, by the Committee. Board appointments are subject to approval by the Board as a

whole.

Composition

The Committee has been chaired by myself with remaining membership, for the financial year ended 31 December 2025, comprised of

the Company’s three other Independent Non-Executive Directors. As at the date on which this Report was approved by the Directors of

the Company, the Committee membership is comprised of myself, as chair, and the three other Independent Non-Executive Directors

of the Company. Membership of the Committee is therefore in compliance with Provision 17 of the Financial Reporting Council’s UK

Corporate Governance Code 2024 (the ‘Code’). Further details relating to the membership and composition of the Committee can be

found in the Corporate Governance Report on pages 70 to 83.

Roles and Responsibilities

The principal responsibilities of the Committee are:

• reviewing the structure, size and composition of the Board and its committees;

• identifying and nominating candidates to fill Board vacancies;

• keeping up to date and fully aware of the strategic and commercial changes affecting the Group and the markets in which it

operates;

• keeping under review the leadership needs of the business with a view to ensuring the continued ability to compete effectively in

the marketplace;

• assessing the roles of the existing Directors in office to ensure that there continues to be a balanced board in terms of skills,

knowledge, experience and diversity;

• considering the continuing service of a Director; and

• providing recommendations for reappointment of Directors retiring by rotation.

The Committee reports to the Board on how it has discharged its responsibilities. The full terms of reference of the Committee are

available on the Company’s website, or on request to the Company Secretary.

The Committee undertakes its responsibilities proactively, recognising it is important to plan Board succession well in advance, and to

ensure that the Company’s Board and executive leadership skills are fully aligned to the Company’s long-term strategy. The Committee

therefore takes care to ensure that there is a continuous pipeline of high-performing and executive talent beneath Board level.

Further information relating to Board composition, succession and evaluation can be found in the Corporate Governance Report on

pages 77 to 81.

What the Committee did

The main focus of the Committee’s work during 2025 and up to the date of this report included:

• following initiation of a review process in October 2025, reviewing the performance of the Executive Directors and concluding that

their performance continues to be effective and that each demonstrates sufficient commitment to their role (further details of the

Board Performance Review can be found in the Corporate Governance Report on page 81);

• recommending to the Board the appointment, with effect from 1 October 2025, of Ryan Govender as Chief Financial Officer and

Board member, in succession to Yvonne Monaghan;

• launching a recruitment process to facilitate the appointment of an additional Independent Non-Executive Director to succeed

Chris Girling as Audit Committee Chair;

• recommending to the Board the appointment, with effect from 1 June 2026, of Lysanne Gray as an Independent Non-Executive

Director and as successor to Chris Girling as Audit Committee Chair;

• recommending to the Board the appointment, with effect from 1 June 2026, of Nicola Keach as Senior Independent Director in

succession to Chris Girling;

• reviewing the independence of each Non-Executive Director, including each Non-Executive Director’s actual, potential or perceived

conflicts of interest and concluding that each Non-Executive Director was independent in character and judgment and that there

were no circumstances that were likely to affect their judgment;

• considering the structure and composition of the Board and, in particular, succession planning for both Executive and

Non-Executive roles as well as key management roles within the Group;

• reviewing the Committee’s terms of reference and conducting the annual review of the Committee’s performance;

• recommending each Director for re-election (or, for Ryan Govender, election) at the Annual General Meeting; and

• reviewing, approving and recommending that the Board adopt a documented Board diversity policy.

92 Johnson Service Group PLC 2025 Annual Report & Accounts

Nomination Committee Report

Continued >

Appointment of New Directors

During the year, the Committee undertook recruitment processes to facilitate the appointment of both an Executive Director, to

succeed Yvonne Monaghan as Chief Financial Officer (the ‘CFO Search’), and an additional Independent Non-Executive Director to

succeed Chris Girling as Audit Committee Chair (the ‘NED Search’).

The selection process was led by me and assisted by the Group Chief Executive Officer and the Independent Non-Executive Directors.

The Committee used the services of two executive search firms to identify suitable candidates: MWM Consulting (MWM), for the

CFO Search and Russell Reynolds (RR), for the NED Search. MWM were previously used by the Company for the recruitment of an

Independent Non-Executive Director. Both MWM and RR were considered to be independent of, and to have no other links with, the

Company or its Directors in connection with their respective search assignments.

Position specifications were prepared, discussed and agreed for both appointments in conjunction with input from the Executive

Directors and the Committee, setting out the desired attributes, experience and personal style for the successful candidates. Potential

candidates were also required to demonstrate that they had sufficient time available to devote to the role.

In executing the search strategy for the CFO Search and the NED Search, and to ensure a diverse range of candidates, wide pools

of potential candidates were identified. From this, long-lists were compiled and, following further review, a number of individuals

were profiled and considered by the Company. Short-lists were then drawn up and candidates were interviewed by me and another

Committee member before progressing to the second stage of interviews with the Chief Executive Officer. Candidates who were

considered to best match the role requirements were then put forward to meet with the Senior Independent Director and other

members of the Board.

After detailed discussions and careful consideration, the Nomination Committee concluded and recommended to the Board that:

• Ryan Govender be appointed to the Board and as Chief Financial Officer of the Company with effect from 1 October 2025 in

succession to Yvonne Monaghan; and

• Lysanne Gray be appointed to the Board of the Company as an Independent Non-Executive Director with effect from 1 June 2026

and succeed Chris Girling as Audit Committee Chair following the announcement of the Company’s interim results for the 6 months

ending 30 June 2026.

Diversity Policy

Our policy remains to make appointments based on merit and to identify the most suitable candidate to join the Board having regard

to the individual’s skills, experience and knowledge. When considering succession plans the Board remains cognisant of the need to

ensure that there is a diverse range of individuals who are included in the plan. The business as a whole continues to promote diversity

and inclusion from within, particularly in respect of supporting female employees to progress up the career ladder. In furtherance of

the Group’s sustainability agenda, in November 2022, the Board approved for adoption a new Group wide Equality, Diversity & Inclusion

(ED&I) policy for publication internally and externally. This policy is intended as the overarching statement for the whole Group across

this topic and will apply to all employees, contractors and agency staff across the Group. Further details can be found on pages 36 and

37. In addition, in November 2025, following the Company’s admission, in August 2025, to the Equity Shares (Commercial Companies)

Category of the Official List of the Financial Conduct Authority and to trading on London Stock Exchange plc’s Main Market for listed

securities, and upon the Nomination Committee’s recommendation, the Board adopted a Board diversity policy.

We are proud to have a diverse workforce and, as explained further on pages 36 to 37, we are committed to promoting Equity, Diversity

& Inclusion throughout the business to build a culture that is inclusive to all, actively values difference, ensures everyone is treated fairly

and is free from unlawful discrimination. Accordingly, the aim of our policy is to ensure that diversity in its broadest sense, including

gender, ethnicity, age, sexuality, social class, education, experience, ways of thinking and more, is reflected throughout the business

including within the composition of the Board, to provide the range of perspectives, insights and challenge needed to support good

decision making.