J.D. Wetherspoon PLC

213800CHWARFAAN7UB852024-07-292025-07-27iso4217:GBP213800CHWARFAAN7UB852023-07-312024-07-28iso4217:GBPxbrli:shares213800CHWARFAAN7UB852024-07-29213800CHWARFAAN7UB852023-07-31213800CHWARFAAN7UB852025-07-27213800CHWARFAAN7UB852024-07-28213800CHWARFAAN7UB852023-08-30ifrs-full:IssuedCapitalMember213800CHWARFAAN7UB852023-08-30ifrs-full:SharePremiumMember213800CHWARFAAN7UB852023-08-30ifrs-full:CapitalRedemptionReserveMember213800CHWARFAAN7UB852023-08-30ifrs-full:ReserveOfCashFlowHedgesMember213800CHWARFAAN7UB852023-08-30ifrs-full:ReserveOfExchangeDifferencesOnTranslationMember213800CHWARFAAN7UB852023-08-30ifrs-full:OtherReservesMember213800CHWARFAAN7UB852023-08-30ifrs-full:RetainedEarningsMember213800CHWARFAAN7UB852023-08-30213800CHWARFAAN7UB852022-08-012024-07-28ifrs-full:IssuedCapitalMember213800CHWARFAAN7UB852022-08-012024-07-28ifrs-full:SharePremiumMember213800CHWARFAAN7UB852022-08-012024-07-28ifrs-full:CapitalRedemptionReserveMember213800CHWARFAAN7UB852022-08-012024-07-28ifrs-full:ReserveOfCashFlowHedgesMember213800CHWARFAAN7UB852022-08-012024-07-28ifrs-full:ReserveOfExchangeDifferencesOnTranslationMember213800CHWARFAAN7UB852022-08-012024-07-28ifrs-full:OtherReservesMember213800CHWARFAAN7UB852022-08-012024-07-28ifrs-full:RetainedEarningsMember213800CHWARFAAN7UB852022-08-012024-07-28213800CHWARFAAN7UB852024-07-28ifrs-full:IssuedCapitalMember213800CHWARFAAN7UB852024-07-28ifrs-full:SharePremiumMember213800CHWARFAAN7UB852024-07-28ifrs-full:CapitalRedemptionReserveMember213800CHWARFAAN7UB852024-07-28ifrs-full:ReserveOfCashFlowHedgesMember213800CHWARFAAN7UB852024-07-28ifrs-full:ReserveOfExchangeDifferencesOnTranslationMember213800CHWARFAAN7UB852024-07-28ifrs-full:OtherReservesMember213800CHWARFAAN7UB852024-07-28ifrs-full:RetainedEarningsMember213800CHWARFAAN7UB852022-08-012025-07-27ifrs-full:IssuedCapitalMember213800CHWARFAAN7UB852022-08-012025-07-27ifrs-full:SharePremiumMember213800CHWARFAAN7UB852022-08-012025-07-27ifrs-full:CapitalRedemptionReserveMember213800CHWARFAAN7UB852022-08-012025-07-27ifrs-full:ReserveOfCashFlowHedgesMember213800CHWARFAAN7UB852022-08-012025-07-27ifrs-full:ReserveOfExchangeDifferencesOnTranslationMember213800CHWARFAAN7UB852022-08-012025-07-27ifrs-full:OtherReservesMember213800CHWARFAAN7UB852022-08-012025-07-27ifrs-full:RetainedEarningsMember213800CHWARFAAN7UB852022-08-012025-07-27213800CHWARFAAN7UB852020-07-272025-07-27ifrs-full:IssuedCapitalMember213800CHWARFAAN7UB852020-07-272025-07-27ifrs-full:SharePremiumMember213800CHWARFAAN7UB852020-07-272025-07-27ifrs-full:CapitalRedemptionReserveMember213800CHWARFAAN7UB852020-07-272025-07-27ifrs-full:ReserveOfCashFlowHedgesMember213800CHWARFAAN7UB852020-07-272025-07-27ifrs-full:ReserveOfExchangeDifferencesOnTranslationMember213800CHWARFAAN7UB852020-07-272025-07-27ifrs-full:OtherReservesMember213800CHWARFAAN7UB852020-07-272025-07-27ifrs-full:RetainedEarningsMember213800CHWARFAAN7UB852020-07-272025-07-27213800CHWARFAAN7UB852025-07-27ifrs-full:IssuedCapitalMember213800CHWARFAAN7UB852025-07-27ifrs-full:SharePremiumMember213800CHWARFAAN7UB852025-07-27ifrs-full:CapitalRedemptionReserveMember213800CHWARFAAN7UB852025-07-27ifrs-full:ReserveOfCashFlowHedgesMember213800CHWARFAAN7UB852025-07-27ifrs-full:ReserveOfExchangeDifferencesOnTranslationMember213800CHWARFAAN7UB852025-07-27ifrs-full:OtherReservesMember213800CHWARFAAN7UB852025-07-27ifrs-full:RetainedEarningsMember ilityf J D Wetherspoon plc ANNUAL REPORT AND FINANCIAL STATEMENTS 2025 Contents Wetherspoon owns Section 1 and operates pubs 1 Chairman’s statement throughout the UK 9 Appendix 1 and Ireland. The 11 Appendix 2 12 Appendix 3 company aims to 14 Appendix 4 provide customers 15 Appendix 5 16 Income statement with good-quality 16 Statement of comprehensive income food and drinks, 17 Cash flow statement 18 Balance sheet served by well-trained 19 Statement of changes in equity and friendly staff, at 20 Notes to the financial statements reasonable prices. Section 2 43 Accounting policies 49 Strategic report The pubs are 53 Strategic report – environmental matters individually designed, 56 Independent auditors’ report 64 Directors and officers and the company aims 65 Directors’ report to maintain them in 67 Directors’ remuneration report 75 Corporate governance excellent condition. 81 Information for shareholders 82 Company information 83 Glossary Financial calendar Year end 26 July 2026 Preliminary announcement for 2026 October 2026 Interim report for 2026 March 2026 Annual general meeting 20 November 2025 View this report online: jdwetherspoon.com/investors-home CHAIRMAN’S STATEMENT SECTION 1 Financial performance nd The company was founded in 1979 – and this is the 42 year since incorporation in 1983. The table below outlines some key aspects of our performance during that period Profit/(loss) Earnings per before tax and share before Total number Free cash flow Total sales separately disclosed separately disclosed of pubs Free cash flow per share Financial year £000 items items 2,3 (sites) 3 £000 pence £000 pence 1984 1 818 (7) - 1985 2 1,890 185 0.2 1986 2 2,197 219 0.2 1987 5 3,357 382 0.3 1988 6 3,709 248 0.3 1989 9 5,584 789 0.6 915 0.4 1990 19 7,047 603 0.4 732 0.4 1991 31 13,192 1,098 0.8 1,236 0.6 1992 45 21,380 2,020 1.9 3,563 2.1 1993 67 30,800 4,171 3.3 5,079 3.9 1994 87 46,600 6,477 3.6 5,837 3.6 1995 110 68,536 9,713 4.9 13,495 7.4 1996 146 100,480 15,200 7.8 20,968 11.2 1997 194 139,444 17,566 8.7 28,027 14.4 1998 252 188,515 20,165 9.9 28,448 14.5 1999 327 269,699 26,214 12.9 40,088 20.3 2000 428 369,628 36,052 11.8 49,296 24.2 2001 522 483,968 44,317 14.2 61,197 29.1 2002 608 601,295 53,568 16.6 71,370 33.5 2003 635 730,913 56,139 17.0 83,097 38.8 2004 643 787,126 54,074 17.7 73,477 36.7 4 2005 655 809,861 47,177 16.9 68,774 37.1 2006 657 847,516 58,388 24.1 69,712 42.1 2007 671 888,473 62,024 28.1 52,379 35.6 2008 694 907,500 58,228 27.6 71,411 50.6 2009 731 955,119 66,155 32.6 99,494 71.7 2010 775 996,327 71,015 36.0 71,344 52.9 2011 823 1,072,014 66,781 34.1 78,818 57.7 2012 860 1,197,129 72,363 39.8 91,542 70.4 2013 886 1,280,929 76,943 44.8 65,349 51.8 2014 927 1,409,333 79,362 47.0 92,850 74.1 2015 951 1,513,923 77,798 47.0 109,778 89.8 2016 926 1,595,197 80,610 48.3 90,485 76.7 2017 895 1,660,750 102,830 69.2 107,936 97.0 2018 883 1,693,818 107,249 79.2 93,357 88.4 2019 879 1,818,793 102,459 75.5 96,998 92.0 6 2020 872 1,262,048 (44,687) (35.5) (58,852) (54.2) 2021 861 772,555 (154,676) (119.2) (83,284) (67.8) 2022 852 1,740,477 (30,448) (19.6) 21,922 17.3 2023 825 1,925,044 42,559 26.4 271,095 211.4 2024 800 2,035,500 73,875 46.8 33,037 26.4 2025 794 2,127,524 81,445 48.1 56,642 47.3 Notes Adjustments to statutory numbers 4. Before 2005, the accounts were prepared under UKGAAP. 1. Where appropriate, the earnings/losses per share (EPS), as disclosed in the All accounts from 2005 to date have been prepared under IFRS. statutory accounts, have been recalculated to take account of share splits, 5. Apart from the items in notes 1–4, all numbers are as reported the issue of new shares and capitalisation issues. in each year’s published accounts. 2. Free cash flow per share excludes dividends paid which were included 6. From financial year 2020 data is based on post-IFRS 16 numbers following in the free cash flow calculations in the annual report and accounts for the transition from IAS17 to IFRS 16. the years 1995–2000. 7. Free cash flow is defined in the alternative performance measures section 3. EPS and free cash flow per share are calculated using dilutive shares in within accounting policies on page 47. The free cash flow calculation can be issue. found on the cash flow statement J D WETHERSPOON PLC ANNUAL REPORT AND FINANCIAL STATEMENTS 2025 1 CHAIRMAN’S STATEMENT years of preparation and many billions of General decommissioning costs. Some of the sentences, paragraphs and sections of the following statement use the same wording or format as In addition, most democracies, including, for example, previous years, updated for new information, where Ireland, Australia, Austria and Denmark appear to have necessary. no intention of adopting nuclear power. Background Indeed, even Greenpeace, passionate advocates of renewable energy, are adamantly opposed to nuclear The hospitality industry has struggled in the aftermath power. of the pandemic. Wetherspoon sales in FY25 (financial year 2025) were £2,128 million, a 17% increase (£309 It is clearly high time for the UK to engage in a proper million) compared to the pre-pandemic year of FY19. debate on these vexed issues, rather than the current tit for tat political discourse, financed, inadequately and The company had 85 fewer pubs at the FY25 period temporarily, by huge stealth taxes. end and sales per pub were 29.0% above FY19, higher than the level of CPI inflation. However, costs of energy Trading summary (+57.8%) and wages (+34.5%), which have a heavy influence on all other input prices, rose more than Total sales in FY25 were, as indicated above, £2,128 sales, so that profits and earnings, while having made million, an increase of 4.5%, compared to FY24. LFL a strong recovery, are still below pre-pandemic levels. sales increased by 5.1% - bar sales by 5.1%, food by 5.0%, and slot/fruit machines by 11.0%. Room sales for A main lesson of the economic problems of the 1970s hotels declined by 11.9%, following the removal of has been unlearnt in recent years – that is, if energy third-party, online booking agents in the UK, which prices go up, as they did in the 1970s, inflation results, charged high levels of commission. and almost everyone is poorer, except for those companies and countries which produce energy. Operating profit, before separately disclosed items, was £146.4 million (2024: £139.5 million). The In this connection, Wetherspoon has just been operating margin, before separately disclosed items, informed that the “non-commodity” elements of our was 6.88% (2024: 6.85%). electricity charges (in effect, taxes or “levies” which are added to electricity bills) will rise by an annualised £7 Profit, before tax and separately disclosed items, was million, starting this month, so that the non-commodity £81.4 million (2024: £73.9 million). element will be approximately 62% of our overall electricity costs. Property Three Wetherspoon managed pubs opened in the year The increased cost is partly due to two new levies: one and nine were sold. The disposals gave rise to a cash is a nuclear power subsidy, the other is a subsidy, as inflow of £8.1 million. There was a loss on disposal of we understand it, for energy intensive industries. £0.9 million, recognised in the income statement, relating to those pubs. As indicated, this substantial increase in levies, applicable to most consumers and businesses, will At the end of the period 794 managed pubs were inevitably add to inflation in coming months. trading. The company intends to open approximately 15 managed pubs in the current financial year, A particular concern of Wetherspoon is the absence of excluding the franchised pubs referenced below. public debate about energy policy. Franchises It is clear that reliance on renewable energy will require “standby” energy resources approximately equivalent Five franchised pubs opened in the year, bringing the to the total UK fossil fuel resources from power stations total number to eight. The company anticipates today, for periods when sun and wind power is opening approximately 15 franchised pubs in the unavailable. current financial year. Operationally, franchised pubs have performed extremely well, with very high The proposed solution is to replace the UK’s fossil fuel standards and encouraging sales levels resources with nuclear energy. Earnings This will require a colossal amount of resources. For Earnings per share, before separately disclosed items, example, we understand that France, which has assisted by share repurchases (please see “Dividends successfully implemented a nuclear strategy, has 56 and return of capital”, below), were 50.8p (2024: nuclear reactors, whereas the UK has only 9, several of 48.6p). which are due to be decommissioned in 2028. Capital investment This volte face will require vast financial resources and is based on the assumption that nuclear energy is Total capital investment was £117.0 million (2024: “cleaner”. £116.5 million). £24.1 million was invested in new pubs and pub extensions (2024: £11.9 million), £62.5 million The principal area for public debate is twofold: is in existing pubs (2024 £76.4 million), £11.6 million in nuclear energy really cleaner and what is the financial business and IT projects (2024 £6.2 million) and £18.7 cost of transition. million in freehold reversions of properties where Wetherspoon was the tenant (2024: £21.9 million). It is particularly noteworthy that democracies like Italy, Germany and Taiwan have discontinued nuclear power, mainly on safety grounds - after long debate, 2 ANNUAL REPORT AND FINANCIAL STATEMENTS 2025 J D WETHERSPOON PLC CHAIRMAN’S STATEMENT Separately disclosed items been fully depreciated. In addition, there are likely to be fewer new pubs, which have higher levels of Overall, there was a pre-tax ‘separately disclosed gain’ depreciation and higher levels of capital allowances. of £7.9 million (2024: £13.3 million loss). This was Depreciation in the five years to 2019 averaged 4.4% made up of the following credits: of sales and it is estimated that it will average 3.0% in • £4.9 million in respect of impairment reversals and the future. charges; • £12.7 million relating to the amortisation of the hedge FCF, after capital payments of £74.1m for existing pubs reserve to the P&L (please see below); (2024: £82.6m), £22.8m for share purchases for employees (2024: £12.7m) and payments of tax and In addition, there were two charges: interest, increased by £23.7m to £56.7m (2024: • £6.5 million of exceptional operating costs relating to £33.0m). FCF per share was 47.4p (2024: 26.4p). property disposals, legal fees and undercharged depreciation in a prior year; Balance sheet • £3.3 million relating to the fair value movement of current interest-rate swaps. Net debt, excluding IFRS-16 lease debt, was £724.3 million at the period end (28 July 2024: £660.0 million). The full details of separately disclosed items are listed in note 3 of the accounts on page 21. On an IFRS-16 basis, which includes notional debt from leases, debt increased from £1.07 billion to £1.13 As regards the £12.7 million credit, the company billion at the end of FY25. cancelled some interest rate swaps in 2023 but, even though the cash was received immediately (£169 Dividends and return of capital million in total), accounting rules require the benefit to The board proposes, subject to shareholders’ consent be recognised in the income statement over the life of at the annual general meeting, to pay a final dividend of the original instrument. 8.0p (2024: 12.0p) per share, on 27 November 2025, to those shareholders on the register on 24 October 2025, Operating profit, after separately disclosed items, was resulting in a total dividend for the year of 12.0p per £142.2 million (2024: £142.6 million). share (2024: 12.0p). The dividend is covered 4.0 times (2024: 3.9 times). Profit, before tax, after separately disclosed items, was £89.3 million (2024: £60.6 million). During the period, 10,579,081 shares (8.6% of the start-of-year share capital) were purchased by the Earnings per share, after separately disclosed items, company for cancellation, at a cost of £66.8 million, were 60.0p (2024: 40.5p). including stamp duty and fees, representing an average cost per share of 631.2p. The tax effect on separately disclosed items is a credit of £2.5 million (2024: credit of £3.5 million). Financing Net book value The company has total available finance facilities of £938.0 million. The net book value of the company’s assets in the balance sheet at the end of the period was £1.41 On 6 June 2024, the company signed a new four-year billion, which is approximately seven times the £840.0 million banking agreement on attractive terms. company’s EBITDA in the last 12 months of £203.3 A total of £800 million was extended by a further year million. The company’s freehold assets have not been in June 2025. revalued for over 25 years. The company has the following interest rates swaps in Free cash flow place: As previously indicated, it is anticipated that free cash Swap Weighted flow (“FCF”), which has often been higher than profit Start Date End Date Value Average % before tax will, in future, approximately correspond to profit after tax. £400m 06-Feb-25 06-Feb-28 4.23% The main reasons for the reduction in the ratio of FCF £200m 06-Feb-25 06-Feb-28 4.14% to profit before tax are: £500m 07-Feb-28 06-Feb-30 4.00% - corporation tax has increased from 19 to 25 per cent The total cost of the company’s debt, in the period between 2019 and today, which will reduce FCF. under review, including the banks’ margin was 6.57% (28 July 2024: 7.05%). - capital reinvestment in existing pubs, which is deducted in calculating FCF, averaged 3.1% of sales in the five years up to 2019. It is estimated that reinvestment will increase to 3.7% of sales, as a result of an increase in expenditure in areas such as IT, staff rooms, updated kitchen equipment and heating and cooling systems. - depreciation (which is deducted from profit before tax, but added back to FCF) has decreased as a percentage of sales since some older leasehold pubs, which are still in use, and some older assets, have J D WETHERSPOON PLC ANNUAL REPORT AND FINANCIAL STATEMENTS 2025 3 CHAIRMAN’S STATEMENT Taxation VAT equality The total tax charge for the period was £23.9 million in As we have said in previous years, Wetherspoon, respect of profits before separately disclosed items along with many in the hospitality industry, has been a (2024: £15.4 million). strong advocate of tax equality between the off-trade, which consists mainly of supermarkets, and the on- The total tax charge comprises two parts. The first part trade, consisting mainly of pubs, clubs and restaurants. is the actual current tax (the ‘cash’ tax) which this year is £11.8 million (2024: £2.9 million). The second part is Pubs, clubs and restaurants pay 20% VAT in respect of deferred tax (the ‘accounting’ tax), which is tax payable food sales but supermarkets pay nothing. in future periods that must be recognised in the current Supermarkets also pay far less business rates per pint period for accounting purposes. The accounting tax or meal than pubs. charge for the period is £12.1 million (2024: £12.5 million). It does not make economic sense for the tax system to favour mainly out-of-town supermarkets over mainly Health and pubs high-street pubs. Last year, Wetherspoon criticised the tendency of legislators to kowtow to ill-thought-out campaigns from This imbalance is a major factor in town centre and academics and others, by threatening to reduce high street dereliction. opening hours and glass sizes for pubs. As we pointed out then, since licensing hours were liberalised about I have recently written an article on this subject, which twenty years ago, pubs have lost approximately half was issued as an “RNS” announcement, and which their trade to supermarkets, and reducing glass sizes, was reproduced in a number of trade and national as a matter of common sense, is unlikely to lead to newspapers - it can be found in appendix 3. lower alcohol consumption. The predilection for over- regulation of pubs is driving people to the off-trade, and is substituting supervised consumption in pubs for unsupervised consumption in homes, at parties, in parks and so on. There has been a recent increase in pseudoscientific publications, espousing the view that “even one drink is bad for you”. This argument seems to ignore the reality that the longest-living nations all seem to allow alcohol consumption. I have written an article on the broad subject of ill-founded dietary advice which can be found in appendix 1, at the end of this statement, and in the link below. Extract-from-Wetherspoon-News-Summer-Autumn- 2025 Scottish business rates As we did last year, in appendix 2 below, we explain how business rates for Scottish pubs, theoretically based on property values, have, by a strange process of legal reasoning, become a de facto sales tax, based on the sales performance of the occupier. 4 ANNUAL REPORT AND FINANCIAL STATEMENTS 2025 J D WETHERSPOON PLC CHAIRMAN’S STATEMENT How pubs contribute to the economy Each pub, on average, generated £7.5 million in tax As previously stated, Wetherspoon and other pub and during that period. The tax generated by the company, restaurant companies have always generated far more during the period, equates to approximately 27 times in taxes than is earned in profit. the company’s profits after tax. In the financial year ended 27 July 2025, the company, Republic of Ireland pubs generated approximately its staff and customers generated taxes of £837.6 €11.3 million of Irish tax contributions during the year, million. The table below shows the £6.4 billion of tax of which €5.8 million related to VAT, €3.0 million revenue generated in the last ten years. alcohol duty and €2.1 million employment taxes. 2025 2024 2023 2022 2021 2020 2019 2018 2017 2016 TOTAL £m £m £m £m £m £m £m £m £m £m £m VAT 411.2 394.7 372.3 287.7 93.8 244.3 357.9 332.8 323.4 311.7 3,129.8 Alcohol duty 166.5 163.7 166.1 158.6 70.6 124.2 174.4 175.9 167.2 164.4 1,531.6 PAYE and NIC 153.6 134.7 124.0 141.9 101.5 106.6 121.4 109.2 96.2 95.1 1,184.2 Business rates 42.2 41.3 49.9 50.3 1.5 39.5 57.3 55.6 53.0 50.2 440.8 Corporation tax 21.9 9.9 12.2 1.5 - 21.5 19.9 26.1 20.7 19.9 153.6 Fruit/slot 18.2 16.7 15.7 12.8 4.3 9.0 11.6 10.5 10.5 11.0 120.3 Machine duty Climate change 13.9 10.2 11.1 9.7 7.9 10.0 9.6 9.2 9.7 8.7 100.0 levies Stamp duty 1.2 1.1 0.9 2.7 1.8 4.9 3.7 1.2 5.1 2.6 25.2 Sugar tax 2.7 2.6 3.1 2.7 1.3 2.0 2.9 0.8 - - 18.1 Fuel duty 1.9 2.0 1.9 1.9 1.1 1.7 2.2 2.1 2.1 2.1 19.0 Apprenticeship 2.7 2.5 2.5 2.2 1.9 1.2 1.3 1.7 0.6 - 16.6 levy Carbon tax - - - - - - 1.9 3.0 3.4 3.6 11.9 Premise licence and TV 0.5 0.5 0.5 0.5 0.5 1.1 0.8 0.7 0.8 0.8 6.7 licences Landfill tax - - - - - - - 1.7 2.5 2.2 6.4 Insurance tax 0.3 0.3 0.2 0.2 0.2 0.2 0.2 0.2 0.1 0.1 2.0 Extended Producer - - - - - - - - - 0.8 0.8 Responsibility (EPR) Furlough tax - - - -4.4 -213.0 -124.1 - - - - -341.5 Eat out to help - - - - -23.2 - - - - - -23.2 out Local government - - - -1.4 -11.1 - - - - - -12.5 grants TOTAL TAX 837.6 780.2 760.4 666.9 39.1 442.1 765.1 730.7 695.3 672.4 6,389.8 TAX PER PUB 1.05 0.98 0.92 0.78 0.05 0.51 0.87 0.83 0.78 0.71 7.48 (£m) TAX AS % OF 39.4% 38.3% 39.5% 38.3% 5.1% 35.0% 42.1% 43.1% 41.9% 42.1% 36.5% NET SALES Profit/Loss 57.6 58.5 33.8 -24.9 -146.5 -38.5 79.6 83.6 76.9 56.9 237.6 after tax Note – this table is prepared on a cash basis, is UK only and post IFRS-16 from FY20 onward. J D WETHERSPOON PLC ANNUAL REPORT AND FINANCIAL STATEMENTS 2025 5 CHAIRMAN’S STATEMENT The company’s UK nominated charity is Young Lives Corporate Governance vs. Cancer (previously CLIC Sargent). It supports Wetherspoon has been a strong critic of the children and young people with cancer. Since our composition of the boards of UK-quoted companies. partnership began in 2002, Wetherspoon has raised over £25 million for the charity, thanks to the generosity As we said last year, directors of UK PLCs have, on and efforts of our customers and employees. average, relatively little experience of the companies they govern, due to the “nine-year rule”, which limits 752 of the company’s washrooms have been awarded their tenure, combined with the fact that most directors the highest platinum or diamond statuses at the are part-time, and have never worked for the company National Loo of the Year awards. in question, on a full-time basis. In January 2024, the company was awarded the In addition, those responsible for overseeing highest rating by the Sustainable Restaurant governance, among institutional shareholders, are Association – the world’s largest accreditation scheme often responsible for several hundred companies each, for pubs and restaurants. making genuine board engagement impossible, and thereby necessitating a “tick-box” approach, which is Wetherspoon came second in the 2024 ‘Out to Lunch’ the antithesis of good governance. league table, compiled by the Soil Association. Restaurants and pubs are judged and scored on a The combination of arbitrary rules, the preponderance range of criteria: family friendliness, healthy options, of part-time directors and overloaded institutional food quality, value, sustainability and ingredients’ governance departments means that bureaucracy and provenance. virtue-signalling, rather than innovation and efficiency, dominate most UK PLC boardrooms. Wetherspoon is seeking to extend the appeal of its menu. For example, 45% of the dishes on the menu In appendix 4 below, further details are provided on that is available in the majority of pubs are vegetarian, this issue from our FY23 annual report. 13% are vegan and 24% are under 500 calories. From a cursory glance at the annual reports of the Cod and haddock are sourced from fisheries which largest American PLCs, probably the most successful have been certified as well-managed and sustainable companies in business history, it would appear that the fisheries. chairmen of the FANGs (Facebook, Amazon, Netflix, Google etc) all contravene the UK’s nine-year rule. All Wetherspoon uses 100% UK and Irish beef on its food governments say they want to attract investment, but menu, traceable from farm to fork. the current rules are clearly Kryptonite to world-class companies such as these. 100% of the eggs served on the menu are free range. All shell eggs are certified with the British Lion quality Further progress mark and are RSPCA assured, ensuring the highest standards of animal welfare. In the period, Wetherspoon awarded £45.0 million of bonuses and free shares to employees, of which 98.9% Guinness has a ‘Quality Accreditation Programme’. was paid to staff below board level and 86.3% was paid Independent assessors review 17 aspects of quality. All to staff working in pubs. Approximately 25,400 of Wetherspoon pubs achieved their Guinness 42,700 employees are shareholders in the company. accreditation. The average length of service of a pub manager Since 2008, Wetherspoon has invited brewers from increased to 15.4 years, and of a kitchen manager to overseas to feature their ales in its real-ale festivals. To 11.5 years. date, these brewers have contributed 241 ales, from 150 breweries in 31 countries. In addition, the company Wetherspoon has been recognised by the Top works with over 230 UK brewers, mostly small or Employers Institute as a ‘Top Employer United “micro” brewers. Kingdom 2025’. It is the 20th time that Wetherspoon has been certified by the Top Employers Institute. Since 1999, Wetherspoon has worked with independent real-ale quality assessor Cask Marque to 276 pubs feature in CAMRA’s 2026 Good Beer Guide, gauge the quality of ale being served in its pubs. Cask an increase of 25 compared to last year. 49 Marque carries out an 11-point audit covering stock Wetherspoon pubs have been in the guide for 10 rotation, beer line cleanliness, equipment maintenance, consecutive years or more. glass washing cleanliness and hygiene. A star rating is awarded from 1 to 5, with a target of 4 to 5 stars for all In November 2024, Wetherspoon was voted the Best pubs. Cask Marque state that 66% of UK pubs achieve Airport Retailer for Food & Beverages at the British 4 or 5 stars. 100% of Wetherspoon pubs have Travel Awards. achieved 4 or 5 stars. The company has an extensive training programme for Sustainability, recycling and the environment its employees, including ‘kitchen of excellence’ training, as well as cellar, dispense and coffee academy As stated last year, wherever possible, Wetherspoon training. separates waste into nine streams: food waste; glass; tins/cans; cooking oil; paper/cardboard; plastic; waste Wetherspoon has recently been included in the electrical and electronic equipment (WEEE); general Financial Times ‘FT - Statista Leaders 2025’ report, waste and from December 2024 - Tetra Pak cartons. which highlights Europe's leading companies in diversity and inclusion. Wetherspoon’s national distribution centre, at Daventry, also includes an in-house 24-hour recycling 6 ANNUAL REPORT AND FINANCIAL STATEMENTS 2025 J D WETHERSPOON PLC CHAIRMAN’S STATEMENT centre, with a dedicated workforce and specialist Average pub Average kitchen Financial equipment. When making deliveries to pubs, lorries manager length of manager length of year collect recycling, used cooking oil and reusable items service service for return to the recycling centre – so reducing the (Years) (Years) company’s carbon footprint from reduced road miles. 2016 11 7.1 9,665 tonnes of recyclable waste were processed this 2017 11.1 8 year at our national recycling centre. In addition, food 2018 12 8.1 waste is sent for ‘anaerobic digestion’ and used cooking oil is converted to biodiesel for agricultural use. 2019 12.2 8.1 2020 12.9 9.1 Wetherspoon increased the proportion of waste 2021 13.6 9.6 recycled by over 4% during the year, with 67% of all pub waste now being recycled. This was also the first 2022 13.9 10.4 year since the beginning of our partnership with Veolia 2023 14.3 10.6 in 2018 that 100% of waste collected from Wetherspoon pubs was diverted from landfill. Our 2024 14.9 10.9 progress in this area was recognised at the 2025 Lets 2025 15.4 11.5 Recycle Awards for Excellence in Recycling and Waste Management, where we received a Highly Food hygiene ratings Commended award for our resource and waste management partnership with DHL Envirosolutions and Wetherspoon has always emphasised the importance Veolia. of hygiene standards. Automated meter readers for electricity and gas, which We now have 740 pubs, including franchises, rated on provide half hourly consumption data, are installed in the Food Standards Agency’s website (see table the majority of pubs to facilitate energy consumption below). The average score is 4.99, with 98.8% of the reporting. We have nearly completed a rollout of 100 pubs achieving a top rating of five stars. We believe automated meter readers for water in our highest this to be the highest average rating for any substantial consuming sites. pub company. Bonuses and free shares In the separate Scottish scheme, which records either a ‘pass’ or a ‘fail’, all of our 56 pubs have passed. As indicated above, Wetherspoon has, for many years (see table below), operated a bonus and share scheme Pubs with for all employees. Before the pandemic, these awards Financial Total pubs Average highest increased, as earnings increased for shareholders. Year scored rating rating % Bonus Bonus and 2014 824 4.91 92.0 Financial and Profit/(loss) free shares 1 2015 858 4.93 94.1 year free after tax as % of shares profits 2016 836 4.89 91.7 £m £m 2017 818 4.89 91.8 2008 16 36 45% 2018 807 4.97 97.3 2009 21 45 45% 2019 799 4.97 97.4 2010 23 51 44% 2011 23 52 43% 2020 781 4.96 97.0 2012 24 57 42% 2021 787 4.97 98.4 2013 29 65 44% 2022 775 4.98 98.6 2014 29 59 50% 2023 753 4.99 99.2 2015 31 57 53% 2024 735 4.99 99.6 2016 33 57 58% 2017 44 77 57% 2025 740 4.99 98.8 2018 43 84 51% 2019 46 80 58% Property litigation 2020 33 (39) - Some years ago, Wetherspoon took successful legal 2021 23 (146) - action for fraud against its own property advisors Van 2022 30 (25) - de Berg, who were found, by the court, to have diverted 2023 36 34 106% freehold properties to third parties, leaving 2024 49 59 83% Wetherspoon with an inferior leasehold interest. 2025 45 58 78% Following the Van de Berg case, Wetherspoon 2 Total 492 871 56.5% instigated further legal actions against a number of 1 (IFRS-16 was implemented in the year ending 26 July 2020 (FY20). From this individuals and companies who had freehold properties period all profit numbers in the above table are on a Post-IFRS-16 basis. Prior to this date all profit numbers are on a Pre-IFRS-16 basis. introduced to them by Van de Berg. Liability was 2 Excludes 2020, 2021 and 2022. denied by all. The cases were contested and settled out of court. Details can be found in appendix 5 below. Length of service Press corrections The table below provides details of the improved retention levels of pub and kitchen managers, key As previously reported, in the febrile atmosphere of the areas for any pub company, in the last decade. first UK lockdown, a number of harmful inaccuracies were published in the press. A large number of J D WETHERSPOON PLC ANNUAL REPORT AND FINANCIAL STATEMENTS 2025 7 CHAIRMAN’S STATEMENT corrections and apologies were received, as a result of Professor Balloux concludes that “the strength of legal representations by Wetherspoon. mitigation measures does not seem to be a particularly strong indicator of excess deaths.” In order to try to set the record straight, a special edition of Wetherspoon News was published, which Wetherspoon board changes includes details of the apologies and corrections. It can Harry Morley is retiring from the board at this year’s be found on the company’s website: AGM after 9 years as a non-executive director of the (https://www.jdwetherspoon.com/wp- company and as chair of the audit committee. content/uploads/2024/08/Does-Truth-Matter_.pdf). The company is grateful to Harry for the experience he Pubwatch has brought to the board and for his dedicated and As Wetherspoon has previously highlighted, Pubwatch conscientious work over the years. is a forum which has improved wider town and city environments, by bringing together pubs, local The company intends to seek a replacement for Harry authorities and the police, in a concerted way, to in due course. encourage good behaviour and to reduce antisocial activity. Current trading and outlook In the last nine weeks, to 28 September 2025, like-for- Wetherspoon pubs are members of 534 schemes like sales increased by 3.2%. The latest ‘CGA RSM country wide. Hospitality Business Tracker’, for August 2025, said industry like-for-like sales were +0.5%. During this The company also helps to fund National Pubwatch, period, Wetherspoon like-for-like sales were +3.7%. founded in 1997 by licensees Bill Stone and Raoul De This was the 36th month in a row that Wetherspoon Vaux, along with police superintendent Malcolm has outperformed the tracker. Eidmans. This is the umbrella organisation which helps to set up, co-ordinate and support local schemes. As previously indicated, increases in national insurance and labour rates will result in cost increases of It is our experience that in some towns and cities, approximately £60 million per annum, and non- where the authorities have struggled to control commodity energy costs will add £7 million. The antisocial behaviour, the setting up of a Pubwatch has recently introduced ‘Extended Producer Responsibility’ been instrumental in improving safety and security - of tax, a levy on packaging, referred to in the table on not only licensed premises, but also the town and city page 5, will cost £2.4 million in the current year, an in general, as well as assisting the police in bringing increase of £1.6 million. Cost increases such as these down crime. will undoubtedly add to underlying inflation in the UK economy, although Wetherspoon, as always, will Conversely, we have found, in several towns, including endeavour to keep price increases to a minimum. some towns on the outskirts of London, that the absence of an effective Pubwatch scheme results in In appendices 1 and 3, I have written articles which higher incidents of crime, disorder and antisocial expand on the tax advantages of supermarkets behaviour. compared to pubs and on questionable dietary advice, including advice about alcohol consumption, which has In our view, Pubwatch is integral to making towns and gained increasing support among academic cities a safe environment for everyone. commentators and legislators. Sensible policies in both these areas are essential for the future well-being of World Health Organisation report the hospitality industry. The company continues to be concerned about the possibility of further lockdowns and about the efficacy As demonstrated above (“How pubs contribute to the of the government enquiry into the pandemic, which will economy”), in the last financial year, Wetherspoon, its not be concluded for several years. customers and employees generated a total of £838 million of taxes for the UK government. The total tax In contrast, the World Health Organisation (WHO) raised by the government in the last financial year was reported on its findings in 2022. £858.9 billion. Therefore, Wetherspoon generated approximately £1 in every £1,000 of all UK tax revenue. Professor Francois Balloux, director of the UCL In other words, the country only needs about one Genetics Institute, writing in The Guardian, and thousand companies like Wetherspoon and no one Professor Robert Dingwall, of Trent University, writing else would have to pay any taxes at all. Wetherspoon in the Telegraph, provide useful synopses of the WHO is confident that it will provide more tax revenue for the report: government in the current financial year, while aspiring to increase earnings per share at the same time. (see pages 54–56 of Wetherspoon News https://www.jdwetherspoon.com/wp- The company currently anticipates a reasonable content/uploads/2024/04/Wetherspoon-News-autumn- outcome for the financial year, although government- 2022.pdf) led cost increases in areas such as energy may have a bearing on the outcome. The conclusion of Professor Balloux, broadly echoed by Professor Dingwall, based on an analysis by the World Health Organisation of the pandemic, is that Tim Martin Sweden (which did not lock down), had a Covid-19 Chairman fatality rate “of about half the UK’s” and that “the worst 2 October 2025 performer, by some margin, is Peru, despite enforcing the harshest, longest lockdown.” 8 ANNUAL REPORT AND FINANCIAL STATEMENTS 2025 J D WETHERSPOON PLC APPENDIX 1 Extract from Wetherspoon News, Summer/Autumn 2025 J D WETHERSPOON PLC ANNUAL REPORT AND FINANCIAL STATEMENTS 2025 9 APPENDIX 1 Extract from Wetherspoon News, Summer/Autumn 2025 10 ANNUAL REPORT AND FINANCIAL STATEMENTS 2025 J D WETHERSPOON PLC APPENDIX 2 Extract from Wetherspoon FY23 Annual report, Chairman’s Statement Business rates transmogrified to a sales tax Business rates are supposed to be based on the value of the building, rather than the level of trade of the tenant. This should mean that the rateable value per square foot is approximately the same for comparable pubs in similar locations. However, as a result of the valuation approach adopted by the government “Assessor” in Scotland, Wetherspoon often pays far higher rates per square foot than its competitors. This is highlighted (in the tables below) by assessments for the Omni Centre, a modern leisure complex in central Edinburgh, where Wetherspoon has been assessed at more than double the rate per square foot of the average of its competitors, and for The Centre in Livingston (West Lothian), a modern shopping centre, where a similar anomaly applies. As a result of applying valuation practice from another era, which assumed that pubs charged approximately the same prices, the raison d’être of the rating system – that rates are based on property values, not the tenant’s trade – has been undermined. Similar issues are evident in Galashiels, Arbroath, Anniesland – and, indeed, at most Wetherspoon pubs in Scotland. In effect, the application of the rating system in Scotland discriminates against businesses like Wetherspoon, which have lower prices, and encourages businesses to charge higher prices. As a result, consumers are likely to pay higher prices, which cannot be the intent of rating legislation. Omni Centre, Edinburgh The Centre, Livingston Rateable Customer Rates per Rateable Customer Rates per Occupier Name Occupier Name Value (RV) Area (ft²) square foot Value (RV) Area (ft²) square foot Playfair (JDW) £218,750 2,756 £79.37 The Newyearfield (JDW) £165,750 4,090 £40.53 Unit 9 (vacant) £48,900 1,053 £46.44 Paraffin Lamp £52,200 2,077 £25.13 Unit 7 (vacant) £81,800 2,283 £35.83 Wagamama £67,600 2,096 £32.25 Frankie & Benny's £119,500 2,731 £43.76 Nando’s£80,700 2,196 £36.75 Nando's £122,750 2,804 £43.78 Chiquito £68,500 2,221 £30.84 Slug & Lettuce £108,750 3,197 £34.02 Ask Italian £69,600 2,254 £30.88 The Filling Station £147,750 3,375 £43.78 Pizza Express £68,100 2,325 £29.29 Tony Macaroni £125,000 3,427 £36.48 Prezzo £70,600 2,413 £29.26 Unit 6 (vacant) £141,750 3,956 £35.83 Harvester £98,600 3,171 £31.09 Cosmo £200,000 7,395 £27.05 Pizza Hut £111,000 3,796 £29.24 Average (exc JDW) £121,800 3,358 £38.55 Hot Flame £136,500 4,661 £29.29 Average (exc JDW) £82,340 2,721 £30.40 In summary, as a result of the approach taken in Scotland, business rates for pubs are de facto a sales tax, rather than a property tax, as the above examples clearly demonstrate. J D WETHERSPOON PLC ANNUAL REPORT AND FINANCIAL STATEMENTS 2025 11 APPENDIX 3 Press release, Tim Martin, 9th September 2025 Pubs Need Tax Equality, Not Tax Complexity The entire hospitality industry is united in its view that pubs, clubs and restaurants pay wildly excessive taxes, especially VAT and business rates, in comparison with supermarkets. This tax disparity is harming businesses and high streets, but also the social fabric of the nation - where, other than pubs, can you temporarily escape the attentions of your own family? Supermarkets pay zero VAT in respect of food sales, whereas pubs and restaurants pay 20%, enabling supermarkets, in effect, to subsidise the selling price of beer, wine and spirits. A consequent anomaly is that food for posh dinner parties in Notting Hill or the Cotswolds is VAT-free, whereas fish and chips at your local pub attracts the full 20%. Just ask Jeremy Clarkson. As a result of these perverse tax incentives, as investment bank Morgan Stanley recently reported, pubs have lost approximately 50% of their beer trade to supermarkets since the millennium, having lost a substantial amount even before then. Unfortunately, VAT is not the only hospitality disadvantage. Pubs also pay about 20 times more business rates per pint than supermarkets. Something underhand is afoot. Here's how this faulty system works. The explanation is just about complicated enough, so that few people in the government, and maybe even in the Treasury, really understand the details - and therefore the enormous hospitality disadvantage. The Rateable Value of any business is set by the Valuation Office Agency (VOA), and is equal to the yearly rent the property could have been let for on the open market. For a pub, this is something called the 'market rent', which is typically around 10-12% of a pub's annual turnover. The Rateable Value is then multiplied by the "National Non-Domestic Rate Multiplier"- the NDRM. For 2025/26 the multiplier is 0.555. Therefore, a typical pub pays business rates calculated as 0.555 x 10% = 5.6% of its annual turnover. So a pub with sales of £600,000 per annum (less than half the Wetherspoon average) will pay business rates of £33,600 - 5.6% of £600,000 equals £33,600. Put another way, for every £1 of sales, a pub will pay business rates of 5.6p. That's 28p on every £5 pint of beer - approximately the average price of a pint these days. Let's now compare this with the business rates supermarkets pay. Back in December 2020, Reuters reported that Asda would "pay business rates of £340m… to the UK government… waiving tax relief." Asda's sales were about £23bn in that year, so the business rates payable were just under 1.5% of sales, meaning a £5 pint cost them only 8p. Unfortunately, the tax disparity per pint between pubs and supermarkets is much worse than that. With their much lower overheads, the average pint of beer bought from a supermarket will be far, far less than £5 - maybe as little as £1 a pint, meaning a business rate 'levy' of only 1.5p. So, 1.5p in a supermarket versus 28p in a pub… which is nearly 20 TIMES more. Trade organisation UK Hospitality, acting on behalf of the industry, has made a strong case for reducing hospitality taxes, in its heroic campaign to reduce the business rate multiplier. Unfortunately, this sensible and easy-to-understand approach risks being undermined by a recent, well-meaning suggestion from Greene King, which argues that business rates should be based on profits, rather than sales. However, this would surely create a nightmare of complexity. Agreeing with government valuation officers a Rateable Value based on the market rent on average, or "hypothetical", sales is complex enough - but substituting profits for sales involves far more complex calculations, and it's hard to see how this could benefit publicans, or indeed the government. Government valuation officers, and those who negotiate with them on behalf of pubs, have built up a substantial body of knowledge, based on local pub sales comparisons. 12 ANNUAL REPORT AND FINANCIAL STATEMENTS 2025 J D WETHERSPOON PLC APPENDIX 3 Press release, Tim Martin, 9th September 2025 Reverting to a profits-based analysis would require a huge educational programme, in effect creating a massive increase in demand for tax advisors, which is surely every citizen's nightmare. As things stand today, the valuation officers' primary task, in concert with their pub counterparts, is to estimate the annual sales of a pub on which the market rent is based - that is to say, one number only. However, a system based on profits is infinitely more complex - the Wetherspoon profit and loss account, for example, has 170 different lines, mostly representing costs, which differ from pub to pub. In reality, it would be all-but-impossible to agree these costs for every pub in the land. We are sure that Greene King's heart is in the right place, especially since they brew the sainted Abbot Ale, but feel they've wandered off course, perhaps after a heavy session, by recommending a profits-based analysis. Finally, when Jacques Borel campaigned, a few years ago, in the UK for a fairer VAT rate for pubs, clubs and restaurants, which he had successfully obtained in many other European countries, the industry was disunited. Ted Tuppen of Enterprise Inns and Rooney Anand of Greene King, for example, refused to support Jacques' campaign. A disunited industry ended up paying far higher VAT than almost any other European country - as the table from The Scottish Hospitality Group, below, illustrates. Country Standard VAT Hospitality VAT United Kingdom 20% 20% Germany 19% 7% Republic of Ireland 23% 13.5% France 20% 10% Italy 22% 10% Spain 21% 10% Portugal 23% 6% Poland 23% 8% Romania 19% 9% Czech Republic 21% 15% Croatia 25% 13% Cyprus 19% 9% Hungary 27% 18% Estonia 24% 13% Slovenia 22% 9.5% The lesson is: Keep It Simple, Stupid. It's a basic principle that taxes should be fair and equitable. All we're asking for is equality with supermarkets, which are doing an excellent job for their customers - the same rate of VAT and the same business rates per pint. That way, of course, the government will collect more taxes in the end, as there will be a more successful hospitality industry, more employment, more vibrant town centres and less vacant shops and pubs. Tax equality equates to sensible economic policies - and we are sure that the entire nation will drink to that. J D WETHERSPOON PLC ANNUAL REPORT AND FINANCIAL STATEMENTS 2025 13 APPENDIX 4 Extract from Wetherspoon FY23 Annual Report, Chairman’s Statement Corporate Governance Wetherspoon has been a strong critic of the composition of the boards of UK-quoted companies. As a result of the ‘nine-year rule’, limiting the tenure of NEDs and the presumption in favour of ‘independent’, part-time chairmen, boards are often composed of short-term directors, with very little representation from those who understand the company best - people who work for it full time, or have worked for it full time. Wetherspoon’s review of the boards of major banks and pub companies, which teetered on the edge of failure in the 2008-10 recession, highlighted the short “tenure”, on average, of directors. In contrast, Wetherspoon noted the relative success, during this fraught financial period, of pub companies Fuller’s and Young’s, the boards of which were dominated by experienced executives, or former executives. As a result, Wetherspoon increased the level of experience on the Wetherspoon board by appointing four “worker directors”. All four worker directors started on the ‘shop floor’ and eventually became successful pub managers. Three have been promoted to regional management roles. They have worked for the company for an average of 24 years. Board composition cannot guarantee future success, but it makes sensible decisions, based on experience at the coalface of the business, more likely. The UK Corporate Governance Code 2018 (the ‘Code’) is a vast improvement on previous codes, emphasising the importance of employees, customers and other stakeholders in commercial success. It also emphasises the importance of its comply-or-explain ethos, and the consequent need for shareholders to engage with companies in order to understand their explanations. A major impediment to the effective implementation of comply or explain seems to be the undermanning of the corporate governance departments of major shareholders. For example, Wetherspoon has met a compliance officer from one major institution who is responsible for around 400 companies - an impossible task. As a result, it appears that compliance officers and governance advisors, in practice, often rely on a “tick-box” approach, which is, itself, in breach of the Code. A further issue is that many major investors, in their own companies, for sensible reasons, do not observe the nine-year rule, and other rules, themselves. An approach of “do what I say, not what I do” is clearly unsustainable. 14 ANNUAL REPORT AND FINANCIAL STATEMENTS 2025 J D WETHERSPOON PLC APPENDIX 5 Extract from Wetherspoon FY23 Annual report, Chairman’s Statement Property Litigation In 2013, Wetherspoon agreed an out-of-court settlement of approximately £1.25 million with developer Anthony Lyons, formerly of property leisure agent Davis Coffer Lyons, relating to claims that Mr Lyons had been an accessory to frauds committed by Wetherspoon’s former retained agent Van de Berg and its directors Christian Braun, George Aldridge and Richard Harvey in respect of properties in Leytonstone (which currently trades as the Walnut Tree), Newbury (which was leased to Café Rouge) and Portsmouth (which currently trades as The Isambard Kingdom Brunel). Of these three properties, only Portsmouth was pleaded by Wetherspoon in its 2008/9 case against Van de Berg. Mr Lyons denied the claim and the litigation was contested. In the Van de Berg litigation, Mr Justice Peter Smith ruled that Van de Berg, but not Mr Lyons (who was not a party to the case), fraudulently diverted the freehold of Portsmouth from Wetherspoon to Moorstown Properties Limited, a company owned by Simon Conway, which leased the property to Wetherspoon. As part of a series of cases, Wetherspoon also agreed out-of-court settlements with: 1) Paul Ferrari of London estate agent Ferrari Dewe & Co, in respect of properties referred to as the ‘Ferrari Five’ by Mr Justice Peter Smith in the Van de Berg case, and 2) Property investor Jason Harris, formerly of First London and now of First Urban Group who paid £400,000 to Wetherspoon to settle a claim in which it was alleged that Harris was an accessory to frauds committed by Van de Berg. Harris contested the claim and did not admit liability. Messrs Ferrari and Harris both contested the claims and did not admit liability. J D WETHERSPOON PLC ANNUAL REPORT AND FINANCIAL STATEMENTS 2025 15 INCOME STATEMENT for the 52 weeks ended 27 July 2025 52 weeks 52 weeks 52 weeks 52 weeks 52 weeks 52 weeks Notes ended ended ended ended ended ended 27 July 27 July 27 July 28 July 28 July 28 July 2025 2025 2025 2024 2024 2024 before separately after before separately after separately disclosed separately separately disclosed separately disclosed Items 1 disclosed disclosed items disclosed items items items items £000 £000 £000 £000 £000 £000 Revenue 1 2,127,524 - 2,127,524 2,035,500 - 2,035,500 Other operating income 2 - - - - 4,153 4,153 Operating costs 2 (1,981,115) (4,249) (1,985,364) (1,896,009) (1,059) (1,897,068) Operating profit/(loss) 146,409 (4,249) 142,160 139,491 3,094 142,585 Property (losses)/gains 3 (948) 2,736 1,788 11 (32,480) (32,469) Finance income 5 1,371 9,410 10,781 2,032 16,131 18,163 Finance costs 5 (65,387) - (65,387) (67,659) - (67,659) Profit/(loss) before tax 81,445 7,897 89,342 73,875 (13,255) 60,620 Tax (charge)/income 6 (23,876) 2,525 (21,351) (15,361) 3,526 (11,835) Profit/(loss) for the period 57,569 10,422 67,991 58,514 (9,729) 48,785 Profit/(loss) per ordinary share (p) - Basic 7 50.8 9.2 60.0 48.6 (8.1) 40.5 - Diluted 7 48.1 8.7 56.8 46.8 (7.8) 39.0 1 Separately disclosed items is a measure not required by accounting standards; a definition is provided in the accounting policies. Post separately disclosed items is a GAAP measure. STATEMEMENT OF COMPREHENSIVE INCOME for the 52 weeks ended 27 July 2025 Notes 52 weeks 52 weeks ended ended 27 July 28 July 2025 2024 £000 £000 Items which will be reclassified subsequently to profit or loss: Interest-rate swaps: gain taken to other comprehensive income 21 – 38 Interest-rate swaps: reclassification to the income statement 21 (12,700) (18,025) Currency translation differences 1,299 (1,294) Net loss recognised directly in other comprehensive income (11,401) (19,281) Profit for the period 67,991 48,785 Total comprehensive profit for the period 56,590 29,504 16 ANNUAL REPORT AND FINANCIAL STATEMENTS 2025 J D WETHERSPOON PLC CASHFLOW STATEMENT for the 52 weeks ended 27 July 2025 Free cash Free cash flow 1 flow 52 weeks 52 weeks 52 weeks 52 weeks Notes ended ended ended ended 27 July 27 July 28 July 28 July 2025 2025 2024 2024 £000 £000 £000 £000 Cash flows from operating activities Cash generated from operations 8 254,440 254,440 232,907 232,907 Interest received 5 1,064 1,064 1,765 1,765 Interest paid 5 (29,819) (29,819) (52,482) (52,482) Cash proceeds on termination of interest-rate swaps – – 14,783 14,783 Corporation tax paid (17,198) (17,198) (9,940) (9,940) Lease interest 22 (15,260) (15,260) (14,471) (14,471) Net cash flow from operating activities 193,227 193,227 172,562 172,562 Cash flows from investing activities Reinvestment in pubs (62,470) (62,470) (76,389) (76,389) Reinvestment in business and IT projects (11,631) (11,631) (6,243) (6,243) Investment in new pubs and pub extensions (24,141) – (11,933) – Freehold reversions and investment properties (18,726) – (21,944) – Proceeds of sale of property, plant and equipment 8,129 – 17,872 – Net cash flow from investing activities (108,839) (74,101) (98,637) (82,632) Cash flows from financing activities Equity dividends paid 10 (19,460) – – – Purchase of own shares for cancellation (66,778) – (39,505) – Purchase of own shares for share-based payments (22,762) (22,762) (12,738) (12,738) Loan issue cost (1,414) (1,414) (4,948) (4,948) Advances/(repayments) of bank loans 45,000 – (4,000) – Other loan receivables 783 – 778 – Lease principal payments 22 (38,308) (38,308) (39,207) (39,207) Asset-financing principal payments – – (4,245) – Net cash flow from financing activities (102,939) (62,484) (103,865) (56,893) Net change in cash and cash equivalents (18,551) (29,940) Opening cash and cash equivalents 17 57,233 87,173 Closing cash and cash equivalents 17 38,682 57,233 Free cash flow 56,642 33,037 1 1 1 Free cash flow is a measure not required by accounting standards; a definition is provided within accounting policies. J D WETHERSPOON PLC ANNUAL REPORT AND FINANCIAL STATEMENTS 2025 17 BALANCE SHEET as at 27 July 2025 J D Wetherspoon plc, company number: 1709784 27 July 28 July Notes 2025 2024 £000 £000 Non-current assets Property, plant and equipment 13 1,404,765 1,374,617 Intangible assets 11 7,876 5,933 Investment property 12 22,549 18,290 Right-of-use assets 22 363,562 373,338 Other loan receivable 15 325 1,194 Lease assets 22 8,799 8,860 Total non-current assets 1,807,876 1,782,232 Current assets Lease assets 22 1,667 1,358 Assets held for sale 16 2,137 2,488 Inventories 14 31,058 28,404 Receivables 15 26,520 26,576 Current tax receivables – 6,079 Cash and cash equivalents 17 38,682 57,233 Total current assets 100,064 122,138 Total assets 1,907,940 1,904,370 Current liabilities Derivative financial instruments 21 – (701) Trade and other payables 18 (289,204) (298,059) Borrowings 19 (18,619) – Current tax liabilities (39) – Provisions 20 (1,503) (3,047) Lease liabilities 22 (52,042) (49,582) Total current liabilities (361,407) (351,389) Non-current liabilities Borrowings 19 (764,102) (719,134) Derivative financial instruments 21 (8,063) (4,073) Deferred tax liabilities 6 (57,211) (59,487) Lease liabilities 22 (355,161) (368,660) Total non-current liabilities (1,184,537) (1,151,354) Total liabilities (1,545,944) (1,502,743) Net assets 361,996 401,627 Shareholders’ equity Share capital 25 2,260 2,472 Share premium account 143,170 143,170 Capital redemption reserve 2,652 2,440 Other reserves 128,296 195,074 Hedging reserve 21 1,094 13,794 Currency translation reserve 3,819 106 Retained earnings 80,705 44,571 Total shareholders’ equity 361,996 401,627 The financial statements on pages 16–42, approved by the board of directors and authorised for issue on 2 October 2025, are signed on its behalf by: John Hutson Ben Whitley Director Director 18 ANNUAL REPORT AND FINANCIAL STATEMENTS 2025 J D WETHERSPOON PLC STATEMENT OF CHANGES IN EQUITY Notes Share Capital Currency ---Distributable reserves--- Share premium redemption Hedging translation Other Retained Total capital account reserve reserve reserve reserves earnings £000 £000 £000 £000 £000 £000 £000 £000 As at 30 July 2023 2,575 143,170 2,337 31,781 2,148 234,579 (3,532) 413,058 Total comprehensive income - - - (17,987) (2,042) - 49,533 29,504 Profit for the period - - - - - - 48,785 48,785 Interest-rate swaps: cash flow 21 - - - 38 - - - 38 hedges Interest-rate swaps: amount 21 - - - (18,025) - - - (18,025) reclassified to the income statement Currency translation differences - - - - (2,042) - 748 (1,294) Purchase of own shares and cancellation (103) - 103 - - (39,505) - (39,505) Share-based payment charges - - - - - - 11,021 11,021 Tax on share-based payment 6 - - - - - - 287 287 Purchase of own shares for share-based - - - - - - (12,738) (12,738) payments As at 28 July 2024 2,472 143,170 2,440 13,794 106 195,074 44,571 401,627 Total comprehensive income - - - (12,700) 3,713 - 65,577 56,590 Profit for the period - - - - - - 67,991 67,991 Interest-rate swaps: amount reclassified 21 - - - (12,700) - - - (12,700) to the income statement Currency translation differences 8 - - - - 3,713 - (2,414) 1,299 Purchase of own shares and cancellation (212) - 212 - - (66,778) - (66,778) Share-based payment charges - - - - - - 12,466 12,466 Tax on share-based payment 6 - - - - - - 313 313 Purchase of own shares for share-based - - - - - - (22,762) (22,762) payments Dividends 10 - - - - - - (19,460) (19,460) As at 27 July 2025 2,260 143,170 2,652 1,094 3,819 128,296 80,705 361,996 The share premium account represents those proceeds received in excess of the nominal value of new shares issued. The capital redemption reserve represents the nominal amount of share capital repurchased and cancelled in previous periods. Other reserves contain net proceeds received for share placements which took place in previous periods. The hedge reserve represents the fair value of cancelled swaps. See note 21 for further details. The currency translation reserve contains the accumulated currency gains and losses on the long-term financing and balance sheet translation of the overseas branch. The currency translation difference reported in retained earnings is the retranslation of the opening reserves in the overseas branch from local currency to sterling. J D WETHERSPOON PLC ANNUAL REPORT AND FINANCIAL STATEMENTS 2025 19 NOTES TO THE FINANCIAL STATEMENTS 1. Revenue Audited Audited 52 weeks 52 weeks ended ended 27 July 28 July 2025 2024 £000 £000 Bar 1,218,543 1,167,450 Food 807,868 773,002 Slot/fruit machines 73,211 66,886 Hotel 22,390 25,337 Other 5,512 2,825 2,127,524 2,035,500 2. Operating profit 52 weeks 52 weeks ended ended 27 July 28 July 2025 2024 £000 £000 Revenue 2,127,524 2,035,500 Cost of sales (1,927,237) (1,837,608) Gross profit 200,287 197,892 Administration costs (58,127) (55,307) Operating profit after separately disclosed items 142,160 142,585 This is stated after charging/(crediting) Repairs and maintenance 99,769 114,544 Variable concession rental payments (note 22) 17,579 16,905 Short-term leases (note 22) 446 593 Net rent receivable (2,746) (2,711) Share-based payments (note 4) 12,466 11,021 Depreciation & amortisation 114,365 102,382 1 Included in cost of sales is £690.8 million (2024: £664.7 million) relating to the cost of inventory recognised as an expense. Auditor's remuneration 52 weeks 52 weeks ended ended 27 July 28 July 2025 2024 £000 £000 Fees payable for the audit of the financial statements - Audit fees 657 610 - Additional audit work (for previous year audit) – 122 Fees payable for other services - Interim audit fees 76 72 Total auditor's fee 733 804 20 ANNUAL REPORT AND FINANCIAL STATEMENTS 2025 J D WETHERSPOON PLC NOTES TO THE FINANCIAL STATEMENTS 3. Property losses and gains and separately disclosed items 2025 2025 2025 2024 2024 2024 Before separately After Before separately After separately disclosed separately separately disclosed separately disclosed items disclosed disclosed items disclosed items items items items £000 £000 £000 £000 £000 £000 Operating items Local government support grants – – – – (14) (14) Depreciation adjustment on impaired assets – 968 968 – (4,139) (4,139) Other – 3,281 3,281 – 1,059 1,059 Total operating (income)/costs – 4,249 4,249 – (3,094) (3,094) Property gains and losses Fixed assets 948 1,049 1,997 77 10,496 10,573 Leases – (162) (162) – (1,519) (1,519) Additional costs of disposal – 1,316 1,316 – 4,405 4,405 Other property gains – – – (88) – (88) 948 2,203 3,151 (11) 13,382 13,371 Impairments Impairment of assets under construction – – – – 5,334 5,334 Impairment of intangible assets – – – – – – Impairment of property, plant and equipment – 4,954 4,954 – 19,934 19,934 Reversal of property, plant and equipment – (7,806) (7,806) – (7,582) (7,582) impairment Impairment of investment properties – – – – 347 347 Reversal of investment properties impairment – (786) (786) – (73) (73) Impairment of right of use assets – 415 415 – 2,161 2,161 Reversal of right of use asset Impairments – (1,716) (1,716) – (1,023) (1,023) – (4,939) (4,939) – 19,098 19,098 Total property losses/(gains) 948 (2,736) (1,788) (11) 32,480 32,469 Other items Finance income – (9,410) (9,410) – (16,131) (16,131) – (9,410) (9,410) – (16,131) (16,131) Taxation Tax effect on separately disclosed items – (2,525) (2,525) – (3,526) (3,526) – (2,525) (2,525) – (3,526) (3,526) Total items 948 (10,422) (9,474) (11) 9,729 9,718 J D WETHERSPOON PLC ANNUAL REPORT AND FINANCIAL STATEMENTS 2025 21 NOTES TO THE FINANCIAL STATEMENTS 3. Property losses and gains and separately disclosed items (continued) Operating items Local government support grants There has not been any government support grants received in the year (2024: £14,000). Other operating income and costs Included within other operating income and costs is an adjustment for previously undercharged depreciation on fixed assets, resulting in a cost of £968,000 (2024: income of £4,139,000) this period. Costs of £3,281,000 (2024: £1,059,000) have been recognised in the period, relating to: - £1,640,000 (2024: nil) relating to property expenditure which the company deems to be outside the usual course of business and therefore classified as separately disclosed items. - £799,000 (2024: nil) of employee settlement agreements. - £282,000 (2024: nil) of aged utility supplier debt. - £216,000 (2024: £1,846,000) relating to a contractual dispute with a large supplier which is now resolved. - £205,000 (2024: nil) relating to a court case with HMRC which is now resolved. - £139,000 (2024: nil) due to a historic VAT correction. - in the prior period, costs of £1,846,000 mentioned above were offset by income of £1,471,000 relating to a settlement agreement in addition to costs of £684,000 for a historic employment issue. Property losses Costs and income relating to sites sold or surrendered during the year. Impairments Property impairment relates to pubs which are deemed unlikely to generate sufficient cash flows in the future to support their carrying value. In the year, a total impairment charge of £4,954,000 (2024: £19,934,000) was incurred in respect of property, plant and equipment and £415,000 (2024: £2,161,000) in respect of right-of-use assets, as required under IAS 36. There were impairment reversals of £10,308,000 recognised in the year (2024: £8,678,000). Finance costs and income A charge of £3,290,000 (2024: charge of £1,894,000) relates to the fair value movement on interest-rate swaps and income of £12,700,000 (2024: income of £18,025,000) relates to the amortisation of the hedge reserve to the P&L relating to discontinued hedges. Taxation The tax effect on separately disclosed items is income of £2,525,000 (2024: £3,526,000). 22 ANNUAL REPORT AND FINANCIAL STATEMENTS 2025 J D WETHERSPOON PLC NOTES TO THE FINANCIAL STATEMENTS 4. Employee benefits expenses 52 weeks 52 weeks ended ended 27 July 28 July 2025 2024 £000 £000 Wages 756,677 717,558 Employee support grants – (289) Social security costs 55,578 45,857 Pension costs 13,323 11,983 Share-based payments 12,466 11,021 838,044 786,130 1 Directors' remuneration 2025 2024 £000 £000 1 Wages 1,856 1,802 Share-based payments 398 353 Other pension costs 189 171 2,443 2,326 1 Restated, see directors’ remuneration for details on page 72 Employee support grants disclosed above are amounts claimed by the company under the coronavirus job retention scheme in the Republic of Ireland. For further details of directors’ remuneration including the highest paid director, see the directors’ remuneration report on pages 67–74. 2025 2024 Number Number Full-time equivalents Head office 392 388 Pub managerial 4,676 4,542 Pub hourly paid staff 19,261 19,467 24,329 24,397 2025 2024 Number Number Total employees Head office 400 397 Pub managerial 4,844 4,743 Pub hourly paid staff 36,837 36,937 42,081 42,077 The totals above relate to the monthly average number of employees during the year, not the total of employees at the end of the year. Number of Share-based payments shares Outstanding at 28 July 2024 7,776,596 Granted during the year 4,807,900 Forfeited & expired during the period (1,217,083) Vested during the year (1,562,030) Outstanding at 27 July 2025 9,805,383 J D WETHERSPOON PLC ANNUAL REPORT AND FINANCIAL STATEMENTS 2025 23 NOTES TO THE FINANCIAL STATEMENTS 4. Employee benefits expenses (continued) The company operates two share-based compensation plans; the share incentive plan (SIP) and the deferred bonus scheme (DBS). The shares awarded as part of both schemes are based on the cash value at the date of the awards. The fair value of the shares granted is determined by reference to the share price at the date of the award. The weighted average fair value of shares granted during the year is £6.32. The shares vest at a nil exercise price – and there are no market-based conditions to the shares which affect their ability to vest. The weighted average fair value of shares vested during the year is £6.59. This is determined by reference to the market price at the time of vesting. The awards vest over three years, with the cost spread over this period. The weighted average remaining life of the unvested awards is 1.5 years. For further details of the SIP and the DBS, refer to pages 68-69. 5. Finance costs and income 5 2 weeks 52 weeks ended ended 27 July 28 July 2025 2024 £000 £000 Finance costs Interest payable on bank loans and overdrafts 45,108 48,262 Amortisation of bank loan issue costs (note 9) 1,382 439 Interest payable on swaps 377 866 Interest payable on asset-financing – 70 Interest payable on private placement 2,953 3,284 Finance costs excluding lease interest 49,820 52,921 Interest payable on leases 15,567 14,738 Total finance costs 65,387 67,659 Bank interest receivable (1,064) (1,765) Lease interest receivable (307) (267) Total finance income (1,371) (2,032) Net finance costs before separately disclosed items 64,016 65,627 Separately disclosed finance costs (note 3) – – Separately disclosed income (note 3) (9,410) (16,131) (9,410) (16,131) Net finance costs after separately disclosed items 54,606 49,496 24 ANNUAL REPORT AND FINANCIAL STATEMENTS 2025 J D WETHERSPOON PLC NOTES TO THE FINANCIAL STATEMENTS 6. Taxation (a) Tax on profit/(loss) on ordinary activities The company’s profits for the accounting period are taxed at a rate of 25%, which is the standard rate of corporation tax in the UK. 52 weeks 52 weeks 52 weeks 52 weeks 52 weeks 52 weeks ended ended ended ended ended ended 27 July 27 July 27 July 28 July 28 July 28 July 2025 2025 2025 2024 2024 2024 Before separately After Before separately After separately disclosed separately separately disclosed separately disclosed items disclosed disclosed items disclosed items (note 3) items items (note 3) Items £000 £000 £000 £000 £000 £000 Taken through income statement Current tax: Current tax charge 11,823 11,355 23,178 2,901 12,406 15,307 Previous period adjustment - 216 216 – (3,043) (3,043) Total current tax 11,823 11,571 23,394 2,901 9,363 12,264 Deferred tax: Origination and reversal of temporary differences 12,053 (12,578) (525) 12,460 (13,164) (704) Previous period deferred tax credit - (1,518) (1,518) – 275 275 Total deferred tax 12,053 (14,096) (2,043) 12,460 (12,889) (429) Tax charge 23,876 (2,525) 21,351 15,361 (3,526) 11,835 52 weeks 52 weeks 52 weeks 52 weeks 52 weeks 52 weeks ended ended ended ended ended Ended 27 July 27 July 27 July 28 July 28 July 28 July 2025 2025 2025 2024 2024 2024 Before separately After Before separately After separately disclosed separately separately disclosed separately disclosed items disclosed disclosed items disclosed items (note 3) items items (note 3) items £000 £000 £000 £000 £000 £000 Taken through equity Current tax (79) - (79) (52) – (52) Deferred tax (234) - (234) (235) – (235) Tax credit (313) - (313) (287) – (287) On 20 June 2023, the UK substantively enacted Pillar Two Model Rules, effective as from 1 January 2024. The Pillar Two rules are designed to ensure that large multinational enterprises (meeting certain conditions) pay a minimum level of tax on the income arising in each jurisdiction where they operate. For the year ended 27 July 2025 it Is expected that the safe harbour provisions will apply in all territories the company operates and the Pillar Two tax liability has been calculated as nil. The rules are not expected to have a material impact on the company’s tax rate or tax payments in the current or future periods J D WETHERSPOON PLC ANNUAL REPORT AND FINANCIAL STATEMENTS 2025 25 NOTES TO THE FINANCIAL STATEMENTS 6. Taxation (continued) (b) Reconciliation of the total tax charge The taxation charge pre-separately disclosed items, for the 52 weeks ended 27 July 2025, is based on the profit before tax of £81.4 million and the estimated effective tax rate for the 52 weeks ended 27 July 2025 of 29.3% (July 2024: 20.8%). This comprises of a current tax rate of 14.5% (July 2024: 3.9%) and a deferred tax charge of 14.8% (July 2024: 16.9% charge). The current tax rate is lower than the UK standard weighted average tax rate owing to tax losses in the period. 52 weeks 52 weeks 52 weeks 52 weeks ended ended ended ended 27 July 2025 27 July 2025 28 July 2024 28 July 2024 Before After Before After separately separately separately separately disclosed disclosed disclosed disclosed items items items items £000 £000 £000 £000 Profit before tax 81,445 89,342 73,875 60,620 Profit multiplied by the UK standard rate of 20,361 22,336 18,469 15,155 corporation tax of 25% Abortive acquisition costs and disposals 355 355 490 490 Expenditure not allowable 188 472 643 1,120 Fair value movement on SWAP disregarded for tax (3,175) – (4,504) Other allowable deductions – – (18) (18) Non-qualifying depreciation and loss on disposal 4,659 3,368 (3,143) (1,986) Capital gains – effect of deferred tax not recognised/(effect of relief) 1 473 – 2,271 Share options and SIPs (1,832) (1,832) (1,382) (1,382) Deferred tax on balance-sheet-only items (58) (58) (56) (56) Effect of different tax rates and unrecognised losses in overseas 202 715 358 3,513 companies Previous year adjustment – current tax – 216 – (3,043) Previous year adjustment – deferred tax – (1,519) – 275 Total tax expense reported in the income statement 23,876 21,351 15,361 11,835 26 ANNUAL REPORT AND FINANCIAL STATEMENTS 2025 J D WETHERSPOON PLC NOTES TO THE FINANCIAL STATEMENTS 6. Taxation (continued) (c) Deferred tax Deferred tax balances have been recognised at the rate they are expected to reverse. The deferred tax in the balance sheet is as follows: Other Accelerated tax temporary Interest-rate Deferred tax liabilities depreciation differences swap Total £000 £000 £000 £000 As at 28 July 2024 51,775 6,056 10,562 68,393 Previous year movement posted to the income statement 760 1 - 761 Movement during year posted to the income statement 9,383 257 (12,578) (2,938) Reclassification - - 2,016 2,016 At 27 July 2025 61,918 6,314 - 68,232 Tax losses and Other Share-based interest capacity temporary Deferred tax assets payments carried forward differences Total £000 £000 £000 As at 28 July 2024 2,193 1,060 5,653 8,906 Previous year movement posted to the income statement - 1,738 542 2,280 Movement during year posted to the income statement 104 (2,797) 278 (2,415) Movement during year posted to equity 234 - - 234 Reclassification - - 2,016 2,016 At 27 July 2025 2,531 1 8,489 11,021 The company has recognised deferred tax assets of £11.0 million (2024: £8.9 million), which are expected to be offset against future profits. Included within this figure, are other temporary differences of £6.5 million (2024: £5.7 million) relating to capital losses capable of offset against rolled over gains. Deferred tax assets and liabilities have been offset as follows: 2025 2024 £000 £000 Deferred tax liabilities 68,232 68,393 Offset against deferred tax assets (11,021) (8,906) Deferred tax liabilities 57,211 59,487 Deferred tax assets 11,021 8,906 Offset against deferred tax liabilities (11,021) (8,906) Deferred tax asset – – As at 27 July 2025, the company had a potential deferred tax asset of £9.8 million (2024: £5.4 million) relating to capital losses (gross tax losses of £22.9 million (2024: £21.6 million)) and tax losses in the Republic of Ireland (gross tax losses of £32.3 million (2024: £32.6 million)). Both types of loss do not expire and will be available to use in future periods indefinitely. A deferred tax asset has not been recognised, as there is insufficient certainty of recovery. The company applies the exception to recognising and disclosing information about deferred tax assets and liabilities related to Pillar Two taxes, as provided in the amendments to IAS 12 issued in May 2023. J D WETHERSPOON PLC ANNUAL REPORT AND FINANCIAL STATEMENTS 2025 27 NOTES TO THE FINANCIAL STATEMENTS 7. Earnings and free cash flow per share Weighted average number of shares Basic earnings per share is calculated by dividing the profit after tax for the period by the weighted average number of ordinary shares in issue during the financial year of 120,183,464 (2024: 125,291,770) less the weighted average number of shares held in trust during the financial year of 6,898,529 (2024: 4,956,072). Shares held in trust are shares purchased by the company to satisfy employee share schemes which have not yet vested. Diluted earnings per share is calculated by dividing the profit/(loss) after tax for the period by the weighted average number of ordinary shares in issue during the financial year adjusted for both shares held in trust and the effects of potentially dilutive shares. Potentially dilutive shares are share awards granted to employees, not yet vested, whose share price at grant date is below that of the average market price. Weighted average number of shares 52 weeks 52 weeks ended ended 27 July 28 July 2025 2024 Shares in issue 120,183,464 125,291,770 Shares held in trust (6,898,529) (4,956,072) 113,284,935 120,335,698 Shares in issue - basic Dilutive shares 6,489,689 4,693,614 119,774,624 125,029,312 Shares in issue - diluted Earnings per share 52 weeks ended 27 July 2025 Profit/(loss) Basic EPS Diluted EPS £000 pence pence Earnings (profit after tax) 67,991 60.0 56.8 Exclude effect of separately disclosed items after tax (10,422) (9.2) (8.7) Earnings before separately disclosed items 57,569 50.8 48.1 Exclude effect of property gains 948 0.8 0.8 Underlying earnings before separately disclosed items 58,517 51.6 48.9 52 weeks ended 28 July 2024 Profit/(loss) Basic EPS Diluted EPS £000 pence pence Earnings (profit after tax) 48,785 40.5 39.0 Exclude effect of exceptional items after tax 9,729 8.1 7.8 Earnings before separately disclosed items 58,514 48.6 46.8 Exclude effect of property losses (11) – – Underlying earnings before separately disclosed items 58,503 48.6 46.8 Free cash flow per share Free cash flow per share Free cash Basic free Diluted free flow cash flow cash flow per share per share £000 pence pence 52 weeks ended 27 July 2025 56,642 50.1 47.3 52 weeks ended 28 July 2024 33,037 27.5 26.4 28 ANNUAL REPORT AND FINANCIAL STATEMENTS 2025 J D WETHERSPOON PLC NOTES TO THE FINANCIAL STATEMENTS 8. Cash used in/generated from operations 52 weeks 52 weeks ended ended 27 July 28 July 2025 2024 £000 £000 Profit for the period 67,991 48,785 Adjusted for: Tax (note 6) 21,351 11,835 Share-based charges (note 4) 12,466 11,021 Loss on disposal of property, plant and equipment (note 3) 3,313 14,978 Disposal of capitalised leases and Lease premiums (note 3) (162) (1,519) Net impairment charge (note 3) (4,939) 19,098 Interest receivable (note 5) (1,064) (1,765) Interest payable (note 5) 48,438 52,482 Lease interest receivable (note 5) (307) (267) Lease interest payable (note 5) 15,567 14,738 Separately disclosed interest (note 5) (9,410) (16,131) Amortisation of bank loan issue costs (note 5) 1,382 439 Depreciation of property, plant and equipment (note 13) 72,205 63,496 Amortisation of intangible assets (note 11) 2,003 1,937 Depreciation on investment properties (note 12) 218 176 Aborted properties costs 140 336 Foreign exchange movements 1,299 (1,294) Amortisation of right-of-use assets (note 22) 39,939 36,773 270,430 255,118 Change in inventories (2,654) 6,154 Change in receivables 56 707 Change in payables (13,392) (29,072) Cash generated from operations 254,440 232,907 J D WETHERSPOON PLC ANNUAL REPORT AND FINANCIAL STATEMENTS 2025 29 NOTES TO THE FINANCIAL STATEMENTS 9. Analysis of change in net debt 30 July 28 July 27 July Cash Non Cash Non 2023 2024 2025 flows cash flows cash £000 £000 £000 £000 £000 £000 £000 Borrowings Cash and cash equivalents 87,173 (29,940) – 57,233 (18,551) – 38,682 Other loan receivable 803 (87) – 716 87 – 803 Asset-financing obligations (4,200) 4,245 (45) – – – – Current net borrowings 83,776 (25,782) (45) 57,949 (18,464) – 39,485 Bank loans (629,783) 8,948 (394) (621,229) (43,586) (1,336) (666,151) Other loan receivable 1,986 (691) (101) 1,194 (870) 1 325 Private placement (97,860) – (45) (97,905) – (46) (97,951) Non-current net borrowings (725,657) 8,257 (540) (717,940) (44,456) (1,381) (763,777) Net debt (641,881) (17,525) (585) (659,991) (62,920) (1,381) (724,292) Derivatives NC Interest-rate swaps asset 11,944 (14,783) 2,839 – – – – Current Interest rate swaps liability (78) – (623) (701) – 701 – NC Interest-rate swaps liability – – (4,073) (4,073) – (3,990) (8,063) Total derivatives 11,866 (14,783) (1,857) (4,774) – (3,289) (8,063) Net debt after derivatives (630,015) (32,308) (2,442) (664,765) (62,920) (4,670) (732,355) Leases Current Lease assets 1,361 (976) 973 1,358 (1,063) 1,372 1,667 Non- current Lease assets 8,449 – 411 8,860 – (61) 8,799 Current Lease obligations (51,486) 40,183 (38,279) (49,582) 39,371 (41,831) (52,042) Non-current Lease obligations (391,794) – 23,134 (368,660) – 13,499 (355,161) Net lease liabilities (433,468) 39,207 (13,761) (408,024) 38,308 (27,021) (396,737) Net debt after derivatives and lease liabilities (1,063,483) 6,899 (16,203) (1,072,790) (24,612) (31,691) (1,129,092) Lease obligations represent long-term payables, while lease assets represent long-term receivables – both are, therefore, disclosed in the table above. The non-cash movement in bank loans and the private placement relate to the amortisation of loan issue costs. The amortisation charge for the year of £1,382,000 (2024: £439,000) is disclosed in note 5. The movement in interest-rate swaps relates to the change in the ‘mark to market’ valuations for the year for swaps. See note 21 for further detail. Non-cash movement in net lease liabilities (note 22) 27 July 28 July 2025 2024 £000 £000 Recognition of new leases (22,016) (8,617) Recognition of new lease assets 1,399 1,900 Remeasurements of existing leases liabilities (16,123) (22,458) Remeasurements of existing leases assets (88) (516) Disposals and derecognised leases – 2,081 Lease transfers to property, plant and equipment 9,732 14,179 Exchange differences 75 (330) Non-cash movement in net lease liabilities (27,021) (13,761) 30 ANNUAL REPORT AND FINANCIAL STATEMENTS 2025 J D WETHERSPOON PLC NOTES TO THE FINANCIAL STATEMENTS 10. Dividends paid and proposed The board proposes, subject to shareholders’ consent, to pay a final dividend of 8.0p (2024: 12.0p) per share, on 27 November 2025, to those shareholders on the register on 24 October 2025, giving a total dividend for the year of 12.0p per share. 52 weeks 52 weeks ended ended 27 July 28 July 2025 2024 £000 £000 Dividends on ordinary shares declared and paid during the year: Final for 2024 - 12.0p 14,807 - Interim for 2025 - 4.0p 4,653 - 19,460 - Proposed for approval by shareholders at the AGM: Final for 2025 - 8.0p 9,043 14,807 9,043 14,807 Dividend per share (p) 12.0 12.0 Dividend cover 4.01 3.90 Dividend cover is calculated as diluted EPS before separately disclosed items over dividend per share. 11. Intangible assets Computer software Assets under and development construction Total £000 £000 £000 Cost At 30 July 2023 36,771 2,113 38,884 Additions 2,505 101 2,606 Transfers 2,114 (2,114) – Exchange differences (4) – (4) Disposals (2,516) – (2,516) At 28 July 2024 38,870 100 38,970 Additions 2,957 989 3,946 Transfers 100 (100) – At 27 July 2025 41,927 989 42,916 Accumulated amortisation and impairment At 30 July 2023 (32,379) – (32,379) Provided during the period (1,937) – (1,937) Exchange differences 4 – 4 Disposals 1,275 – 1,275 At 28 July 2024 (33,037) – (33,037) Provided during the period (2,003) – (2,003) At 27 July 2025 (35,040) – (35,040) Net book amount at 27 July 2025 6,887 989 7,876 Net book amount at 28 July 2024 5,833 100 5,933 Net book amount at 30 July 2023 4,392 2,113 6,505 Examples of computer software and development include the development costs of the Wetherspoon customer-facing app and other bespoke company applications. J D WETHERSPOON PLC ANNUAL REPORT AND FINANCIAL STATEMENTS 2025 31 NOTES TO THE FINANCIAL STATEMENTS 12. Investment property The company owns six (2024: six) freehold investment properties, occupied by tenants. Total £000 Cost At 30 July 2023 24,544 At 28 July 2024 24,544 Additions 17 Transfers from property, plant and equipment 5,842 Transfers to held for sale (2,186) At 27 July 2025 28,217 Accumulated depreciation and impairment At 30 July 2023 (5,804) Provided during the period (176) Impairment loss (347) Reversal of impairment loss 73 At 28 July 2024 (6,254) Provided during the period (218) Transfers from property, plant and equipment (31) Reversal of impairment loss 786 Transfers to held for sale 49 At 27 July 2025 (5,668) Net book amount at 27 July 2025 22,549 Net book amount at 28 July 2024 18,290 Net book amount at 30 July 2023 18,740 Rental income received from investment properties in the period was £1,432,000 (2024: £1,205,000) In the prior year, investment properties were independently valued.Corresponding impairment charges and reversals were made in the prior year to adjust their net book values. 32 ANNUAL REPORT AND FINANCIAL STATEMENTS 2025 J D WETHERSPOON PLC NOTES TO THE FINANCIAL STATEMENTS 13. Property, plant and equipment Freehold and Equipment long leasehold Short-leasehold fixtures and Assets under property property fittings construction Total £000 £000 £000 £000 £000 Cost At 30 July 2023 1,494,053 272,584 763,384 64,890 2,594,911 Additions 36,085 4,347 52,105 22,367 114,904 Transfers from capitalised leases (1,753) – – – (1,753) Transfers 21,880 1,225 6,414 (29,519) – Exchange differences (917) (43) (168) (183) (1,311) Transfer to held for sale (7,335) – – – (7,335) Disposals (42,970) (10,892) (6,601) – (60,463) Reclassifications 8,661 (8,661) – – – At 28 July 2024 1,507,704 258,560 815,134 57,555 2,638,953 Additions 38,821 6,377 57,708 10,186 113,092 Transfers from capitalised leases (418) – – – (418) Transfers from held for sale 300 – – – 300 Transfers to investment property (5,842) – – – (5,842) Transfers 16,774 2,234 11,258 (30,266) – Exchange differences 1,900 92 314 5 2,311 Disposals (11,983) (2,307) (4,044) – (18,334) Reclassifications 8,935 (8,935) – – – At 27 July 2025 1,556,191 256,021 880,370 37,480 2,730,062 Accumulated depreciation and impairment At 30 July 2023 (425,107) (170,576) (620,811) (601) (1,217,095) Provided during the period (19,844) (8,184) (35,468) – (63,496) Transfers to capitalised leases 211 – – – 211 Exchange differences 35 12 91 – 138 Impairment loss (16,335) (1,237) (2,362) (5,334) (25,268) Reversal of impairment losses 6,612 584 386 – 7,582 Transfers to held for sale 4,847 – – – 4,847 Disposals 13,379 7,202 4,171 3,993 28,745 Reclassifications (5,725) 5,725 – – – 1 At 28 July 2024 (441,927) (166,474) (653,993) (1,942) (1,264,336) Provided during the period (24,025) (8,268) (39,912) – (72,205) Exchange differences (179) (37) (231) – (447) Transfers (586) – – 586 – Transfers to investment property 31 – – – 31 Impairment loss (4,403) (78) (473) – (4,954) Reversal of impairment losses 6,890 622 294 – 7,806 Disposals 4,512 843 2,262 1,191 8,808 Reclassifications (6,710) 6,710 – – – At 27 July 2025 (466,397) (166,682) (692,053) (165) (1,325,297) Net book amount at 27 July 2025 1,089,794 89,339 188,317 37,315 1,404,765 Net book amount at 28 July 2024 1,065,777 92,086 161,141 55,613 1,374,617 Net book amount at 30 July 2023 1,068,946 102,008 142,573 64,289 1,377,816 Reclassifications relate to assets transferred from short leasehold property to freehold and long leasehold property as a result of a freehold reversion. J D WETHERSPOON PLC ANNUAL REPORT AND FINANCIAL STATEMENTS 2025 33 NOTES TO THE FINANCIAL STATEMENTS 14. Inventories Bar, food and non-consumable stock held at pubs and the national distribution centre. 27 July 28 July 2025 2024 £000 £000 Goods for resale at cost 31,058 28,404 15. Receivables This category relates to situations in which third parties owe the company money. Prepayments relate to advance payments for certain services, eg insurance and TV licences. 27 July 28 July 2025 2024 £000 £000 Current (due within one year) Other loan receivables 803 716 Other receivables 7,254 7,115 Rebate receivable 1,809 1,015 Prepayments 16,654 17,730 26,520 26,576 Non-current (due after one year) Other loan receivables 325 1,194 Total other non-current assets 325 1,194 Credit risk 27 July 28 July 2025 2024 £000 £000 Due from suppliers – not due 5,028 6,648 Due from suppliers – overdue 447 447 5,475 7,095 Credit risk is the risk that a counterparty does not settle its financial obligation with the company. At the period’s end, the company has assessed the credit risk on amounts due from suppliers, based on historic experience, meaning that the expected lifetime credit loss was immaterial. 16. Assets held for sale These relate to situations in which the company had exchanged contracts to sell a property, but the transaction is not yet complete. As at 27 July 2025, one investment property was classified as held for sale (2024: four sites). 27 July 28 July 2025 2024 £000 £000 Assets held for sale 2,137 2,488 17. Cash and cash equivalents 27 July 28 July 2025 2024 £000 £000 Cash and cash equivalents 38,682 57,233 Cash at bank earns interest at floating rates, based on daily bank deposit rates. Cash and cash equivalents are also subject to the impairment requirements of IFRS9 – no impairment loss was identified. 34 ANNUAL REPORT AND FINANCIAL STATEMENTS 2025 J D WETHERSPOON PLC NOTES TO THE FINANCIAL STATEMENTS 18. Trade and other payables This category relates to money owed by the company to third parties. 27 July 28 July 2025 2024 £000 £000 Trade payables 131,205 137,281 Other payables 15,454 16,019 Other tax and social security 67,956 66,698 Accruals 72,842 77,102 Deferred Income 1,747 959 289,204 298,059 Trade payables are obligations to pay for goods and services which are of a trade nature while other payables are of a non- trade nature. Other tax and social security includes VAT and other liabilities due to HMRC. Accruals and other payables relate to allowances made by the company for future anticipated payments, eg. payments to suppliers, employees’ wages and interest payments due to lenders . Deferred income comprises money received in advance for future hotel bookings. 19. Borrowings 27 July 28 July 2025 2024 £000 £000 Current (due within one year) Other Interest accrual 18,619 - Lease liabilities (note 22) 52,042 49,582 Total current borrowings 70,661 49,582 Non-current (due after one year) Variable-rate facility 671,000 626,000 Unamortised variable-rate facility issue costs (4,849) (4,771) Private placement 98,000 98,000 Unamortised private placement issue costs (49) (95) Lease liabilities (note 22) 355,161 368,660 Total non-current borrowings 1,119,263 1,087,794 Total borrowings (excluding interest accrual & lease liabilities) 764,102 719,134 Total borrowings (excluding lease liabilities) 782,721 719,134 Total borrowings 1,189,924 1,137,376 Lease liabilities The carrying amounts of lease liabilities and the movements during the period are outlined in note 22. Asset-financing obligations Asset-financing obligations relate to asset finance leases of equipment in pubs. Variable-rate facility The secured revolving credit facility is £840 million (28 July 2024: £840 million). As at 27 July 2025, £671 million was drawn down (2024: £626 million). There are 14 participating lenders. The company re-financed last financial year. The current facility of £840 million matures in June 2028. An extension option was exercised in the year for £800m of the facility from June 2028 to June 2029. The company has hedged its interest-rate liabilities to its banks by swapping the floating-rate debt into fixed-rate debt, see note 21. Unamortised bank loan issue costs Unamortised bank loan issue costs relate primarily to refinancing, securing and extending the variable-rate facility. Private placement The fixed-rate facility relates to senior secured notes of £98 million. The notes mature in August 2026. The company has an overdraft facility of £10 million. J D WETHERSPOON PLC ANNUAL REPORT AND FINANCIAL STATEMENTS 2025 35 NOTES TO THE FINANCIAL STATEMENTS 20. Provisions 27 July 28 July 2025 2024 £000 £000 Opening 3,047 2,395 Charged to the income statement: – Additional charges 1,223 2,499 – Used during year (2,767) (1,847) Closing 1,503 3,047 Legal claims The amounts represent a provision for ongoing legal claims brought against the company in the normal course of business, by customers and employees. Owing to the nature of the business, the company expects to have a continuous provision for outstanding employee and public liability claims. All claim provisions are considered current and are therefore not discounted. 21. Financial instruments Fair values The company has the following financial instruments. IFRS13 requires disclosure of fair value measurements for each instrument, using the following fair value measurement hierarchy, known as levels: ◼ Level 1: Quoted prices in active markets for identical assets or liabilities ◼ Level 2: Inputs other than quoted prices included in level 1 which are observable for the asset or liability, either directly or indirectly ◼ Level 3: Inputs for the asset or liability which are not based on observable market data 27 July 27 July 28 July 28 July 2025 2025 2024 2024 Hierarchy Book value Fair value Book value Fair value £000 £000 £000 £000 Financial assets at amortised cost 1 Cash and cash equivalents 1 38,682 38,682 57,233 57,233 Trade and other receivables (excluding 1 1 10,191 10,191 10,040 10,040 prepayments) Lease assets 3 10,466 10,466 10,218 10,218 59,339 59,339 77,491 77,491 Financial liabilities at amortised cost Trade and other payables (excluding 1 1 (219,501) (219,501) (230,402) (230,402) deferred income and other taxes) Private placement 2 (97,951) (93,057) (97,905) (92,335) Borrowings 2 (684,770) (658,072) (621,229) (620,357) (1,002,222) (970,630) (949,536) (943,094) Derivatives – cash flow hedges Non-current derivative financial liability 2 – – (701) (701) Current interest-rate swap liabilities 2 (8,063) (8,063) (4,073) (4,073) (8,063) (8,063) (4,774) (4,774) 1 Fair value determined to be in line with book value – this is considered to be a reasonable approximation. The fair value of derivatives has been calculated by discounting all future cash flows by the market yield curve. The fair value of borrowings and the private placement has been calculated by discounting the expected future cash flows at the year end’s prevailing interest rates. The borrowings are deemed to be short-term for the purposes of the fair value calculations (see note 19 for split), given the drawdown nature of the revolving credit facility. The fair value of investment properties has been disclosed in note 12 (hierarchy level 3). 36 ANNUAL REPORT AND FINANCIAL STATEMENTS 2025 J D WETHERSPOON PLC NOTES TO THE FINANCIAL STATEMENTS 21. Financial instruments (continued) Maturity profile of financial liabilities The table below presents the maturity profile of the company’s financial liabilities using the contractual undiscounted cash flows. Within More than 1 year 1–2 years 2–5 years 5 years Total £000 £000 £000 £000 £000 At 27 July 2025 Borrowings 42,245 42,245 707,790 – 792,280 Private placement 3,645 98,250 – – 101,895 Trade and other payables 219,501 – – – 219,501 Derivatives 127 127 556 – 810 Lease liabilities 52,042 48,277 115,677 335,449 551,445 As at 28 July 2024 Borrowings 45,542 45,542 711,203 – 802,287 Private placement 3,645 3,645 98,250 – 105,540 Trade and other payables 230,402 – – – 230,402 Derivatives 1,334 3,887 5,979 – 11,200 Lease liabilities 49,582 46,018 125,626 335,859 557,085 Capital risk management The company’s capital structure comprises shareholders’ equity and loans. The objective of capital management is to ensure that the company is able to continue as a going concern and provide shareholders with returns on their investment, while managing risk. The company does not have a specific measure for managing capital structure; instead, the company plans its capital requirements and manages its loans, dividends and share buy-backs accordingly. The company measures loans using a ratio of net debt to EBITDA. Liquidity rate risk management Outlined in note 19 are the facilities entered into to meet the short and long-term liquidity needs of the business. The objective is to ensure that the company has sufficient financial resources to meet working capital requirements as well as funds for reinvestment and development. The company’s borrowings depend on the meeting of financial covenants, which if breached, could result in funding being withdrawn. Credit risk management The company does not have a significant concentration of credit risk, as the majority of its revenue is in cash. There is little associated credit risk assigned to derivative financial assets as contracts are held with commercial bank counterparties. I nterest rate risk management The company is exposed to interest rate risk through variable rates on external borrowings. The company’s interest-rate swap agreements are in place to mitigate this risk. Under these agreements, the company pays a fixed interest charge and receives variable interest income which matches the variable interest payments made on the company’s borrowings. The company has hedged its interest rate liabilities to its banks by swapping the floating-rate debt into fixed-rate debt and has currently fixed £400 million of these borrowings at 4.23% and £80 million at 4.14%. These interest-rate swaps are accounted for at fair value through profit or loss. The effective weighted average interest rate of the swap agreements used during the year is 4.20% (2024: 4.71%), fixed for a weighted average period of 2.5 years (2024: 2.5 years). In addition, the company has entered into forward-starting interest-rate swaps, detailed in the table below. Weighted average interest-rate swap From To Total swap value £m Weighted average interest % 06/02/2025 06/02/2028 400 4.23 06/02/2025 06/02/2028 200 4.14 07/02/2028 06/02/2030 500 4.00 J D WETHERSPOON PLC ANNUAL REPORT AND FINANCIAL STATEMENTS 2025 37 NOTES TO THE FINANCIAL STATEMENTS 21. Financial instruments (continued) Interest-rate sensitivity The amounts drawn under this agreement can be varied, depending on the requirements of the business. The floating-rate borrowings are interest-bearing borrowings at rates based on SONIA, fixed for periods of up to one month. During the 52 weeks ending 27 July 2025, if the interest rates on UK-denominated borrowings had been 1% higher, with all other variables constant, the interest charge would have increased by £2.9 million and therefore reduced the pre-tax profit for the year. Similarly, the change in fair value of interest-rate swaps would have increased by £12.7million (2024: £5.5 million) and therefore increased the post-separately disclosed profit for the year. This assumes that no hedge accounting is applied. The movement in the P&L arises from a change in the ‘mark to market’ valuation of the interest-rate swaps into which the company has entered, calculated by a 1% shift of the market yield curve. The company notes that an increase in borrowings of 1% would also increase interest charges. The company considers that a 1% movement in interest rates represents a reasonable sensitivity to potential changes. However, this analysis is for illustrative purposes only. An analysis of the interest-rate profile of financial liabilities is set out below: 27 July 28 July 2025 2024 £000 £000 Analysis of interest-rate profile of financial liabilities Floating rate due after one year 666,151 621,229 666,151 621,229 Private placement Fixed rate due after one year 97,951 97,905 97,951 97,905 764,102 719,134 Hedging interest-rate swaps The below table outlines the movements during the year in fair value among the hedging reserve, comprehensive income and the income statement. 27 July 28 July 2025 2024 Interest-rate swaps £000 £000 Carrying value of derivative financial instruments liability (8,063) (4,774) Change in fair value of continuing derivatives (3,289) 4,774 Change in fair value of discontinued derivatives - 11,866 Hedge gains recognised in comprehensive income in respect of continuing hedges - (38) Losses recognised in P&L in respect of hedges held at fair value through the profit or loss 3,290 1,894 Transaction proceeds received in respect of terminated hedges (net of termination fees) - 14,783 Amortisation to P&L of cashflow hedge reserve relating to discontinued hedge relationship (12,700) (18,025) Hedging reserve balance in respect of discontinued hedges (1,094) (13,794) Hedging reserve Opening (13,794) (31,781) Hedging gains recognised in comprehensive income - (38) Amortisation to P&L of cashflow hedge reserve relating to discontinued hedge relationships 12,700 18,025 Closing (1,094) (13,794) At the beginning of the reporting period, the company had two designated hedge relationships, each of which held several interest-rate swaps. Hedge relationships refer to interest-rate swaps entered into at the same time. No hedge accounting was applied to the above interest-rate swaps. The following changes have taken place during the 52 weeks ended 27 July 2025: • On 21 January 2025, two new interest-rate swaps were entered into, with a nominal value of £200 million and £500 million. Management elected not to apply hedge accounting to the hedge relationships from inception, as they did not meet the company’s risk strategy. • On 6 January 2025, one interest rate swap with a nominal value of £200 million matured. The liability of £8.1 million (28 July 2024: £4.8 million) comprises of three active interest-rate swaps for which hedge accounting does not apply. The hedge reserve of £1.1 million is made up of fair value relating to hedges which have previously been derecognised/discontinued (28 July 2024: £13.8 million). 38 ANNUAL REPORT AND FINANCIAL STATEMENTS 2025 J D WETHERSPOON PLC NOTES TO THE FINANCIAL STATEMENTS 22. Leases The following amounts, relating to lease cashflows, were debited/ (credited) to the income statement during the period. 27 July 28 July 2025 2024 £000 £000 Cash outflows relating to capitalised leases 54,940 54,921 Expense relating to short-term leases 446 593 Expense relating to variable element of concessions 17,579 16,905 Total rent cash outflows for period 72,965 72,419 Cash inflows relating to capitalised leases (1,372) (1,243) Income relating to lessor sites (2,746) (2,711) Total rent cash Inflows for period (4,118) (3,954) The balance sheet shows the following amounts relating to leases. These have been reconciled in sections (a) to (d) below: 27 July 28 July 2025 2024 £000 £000 1 Right-of-use asset (a) 363,562 373,338 Non-current lease asset 8,799 8,860 Current lease assets 1,667 1,358 2 Total lease assets (b) (d) 10,466 10,218 Current lease liability (52,042) (49,582) Non-current lease liability (355,161) (368,660) 1 Total lease liability (c) (d) (407,203) (418,242) 1 Right-of-use assets and lease liabilities relate to leasehold properties occupied by J D Wetherspoon. 2 Lease assets relate to leasehold properties sublet by J D Wetherspoon. J D WETHERSPOON PLC ANNUAL REPORT AND FINANCIAL STATEMENTS 2025 39 NOTES TO THE FINANCIAL STATEMENTS 22. Leases (continued) (a) Right-of-use assets Set out below are the carrying amounts of right-of-use assets recognised and the movements during the period: £000 Net book amount as at 28 July 2024 373,338 Additions 22,200 Disposals due to new subleases (1,276) Remeasurement 16,741 Freehold reversions transferred to property, plant and equipment (8,829) Disposals and derecognised leases – Impact of lease adjustments 28,836 Amortisation and impairment Provided during the period (39,939) Exchange differences 21 Impairment loss (415) Reversal of impairment losses 1,721 Amortisation and impairment (38,612) Net book amount at 27 July 2025 363,562 During the period, additions related to 11 new signed lease contracts and one new signed sublease contract. 16 leases were remeasured as a result of changes in the agreed payments under the lease contracts and changes in the lease terms. Exchange differences occur as a result of translating the capitalised leases in the Republic of Ireland. Eight freehold reversions took place in the year, there were no disposals or derecognised leases. In the year ended 27 July 2025, lease additions totalled £22,200,000 and depreciation £39,939,000. (b) Sublet properties £000 Lease asset as at commencement of period 10,218 Additions 1,399 Remeasurements of leases (88) Interest due in period 307 Total cash inflow for leases in period (1,370) At 27 July 2025 10,466 The incremental borrowing rate applied to lease liabilities and assets was 1.94 – 5.75% depending on the lease’s length. Set out below are the carrying amounts of the lease assets recognised and the movement during the period. The company sublets several of its leases, with lease assets being the capitalised future rent receivable from sublet sites. 40 ANNUAL REPORT AND FINANCIAL STATEMENTS 2025 J D WETHERSPOON PLC NOTES TO THE FINANCIAL STATEMENTS 22. Leases (continued) (c) Lease liability Set out below are the carrying amounts of lease liabilities and the movements during the period: 27 July 28 July 2025 2024 £000 £000 Lease liability as at commencement of period (418,242) (443,280) Additions (22,016) (8,617) Freehold reversions transferred to property, plant and equipment 9,732 14,179 Remeasurements of leases (16,123) (22,458) Disposals and derecognised leases - 2,081 Exchange differences 75 (330) Lease liabilities before payments (446,574) (458,425) Interest payable in period: Interest expense in period (discounting element) (15,567) (14,738) Total cash outflow for leases in period: Lease payment commitments for period 54,938 54,921 Net principal payments 39,371 40,183 Lease liability as at closing of period (407,203) (418,242) Future rent payments could change as a result of open-market rent reviews or options being exercised to terminate a lease early. Any changes in the minimum unavoidable lease payments will be included as a remeasurement of the lease liability. The accounting policies (page 45) further describe the policy in relation to the termination of leases. (d) Lease maturity profile Set out below are the remaining maturities (period between the balance sheet date and the end of the lease) of the lease liabilities and lease assets, which are undiscounted: Lease liabilities Lease assets 27 July 28 July 27 July 28 July 2025 2024 2025 2024 £000 £000 £000 £000 Within one year 52,042 49,582 (1,667) (1,358) Between one and five years 163,954 171,644 (5,599) (5,130) After five years 335,449 335,859 (4,477) (5,270) Lease commitments payable/receivable 551,445 557,085 (11,743) (11,758) Discounting (144,242) (138,843) 1,277 1,540 Lease liability/lease asset 407,203 418,242 (10,466) (10,218) 23. Capital commitments At 27 July 2025, the company had £0.1 million (2024: £2.8 million) of capital commitments, relating to the purchase of one site (2024: two), for which no provision had been made in respect of property, plant and equipment. The company had some other sites in the property pipeline; however, any legal commitment is contingent on planning and licensing. Therefore, there are no commitments at the balance sheet date. J D WETHERSPOON PLC ANNUAL REPORT AND FINANCIAL STATEMENTS 2025 41 NOTES TO THE FINANCIAL STATEMENTS 24. Related party disclosures J D Wetherspoon is the owner of the share capital of the following companies: Country of incorporation Ownership Status Company name J D Wetherspoon (Scot) Limited Scotland Wholly owned Dormant J D Wetherspoon Property Holdings Limited England Wholly owned Dormant Moon and Spoon Limited England Wholly owned Dormant Moon and Stars Limited England Wholly owned Dormant Moon on the Hill Limited England Wholly owned Dormant Moorsom & Co Limited England Wholly owned Dormant Sylvan Moon Limited England Wholly owned Dormant Checkline House (Head Lease) Limited Wales Wholly owned Dormant All of these companies are dormant and contain no assets or liabilities and are, therefore, immaterial. As a result, consolidated accounts have not been produced. The company has an overseas branch in the Republic of Ireland. With the exception of J D Wetherspoon (Scot) Limited, whose registered office is stated below, the registered office of all of the above companies is the same as that for J D Wetherspoon plc, as disclosed on the final page of these accounts, J D Wetherspoon (Scot) Limited Brunton Miller, 22 Herbert Street Glasgow Scotland G20 6NB As required by IAS 24, the following information is disclosed about key management compensation. Key management compensation 2025 2024 £000 £000 Short-term employee benefits 3,530 3,580 Post-employment pension benefits 793 347 1 Share-based payment 386 725 4,709 4,652 1 Restated, see page 72 Key management comprises the executive directors, non-executive directors and management board, as detailed on page 64. For additional information about directors’ emoluments, please refer to the directors’ remuneration report on pages 67– 74. Directors’ interests in employee share plans Details of the shares held by executive members of the board of directors’ are included in the remuneration report on page 73 which forms part of these financial statements. 25. Share capital Number of Share shares capital 000s £000 Balance at 28 July 2024 (audited) 123,622 2,472 Repurchase of shares (10,579) (212) Balance at 27 July 2025 (audited) 113,043 2,260 The total authorised number of 2p ordinary shares is 500,000,000 (2024: 500,000,000). All issued shares are fully paid. During the year, the company purchased and cancelled 10,579,000 shares. While the memorandum and articles of association allow for preferred, deferred or special rights to attach to ordinary shares, no shares carried such rights at the balance sheet date. 26. Events after the balance sheet date There were no significant events after the balance sheet date. 42 ANNUAL REPORT AND FINANCIAL STATEMENTS 2025 J D WETHERSPOON PLC ACCOUNTING POLICIES Authorisation of financial statements and statement o f The Company has also performed a ‘reverse stress case’ compliance with IFRSs which shows that the Company could withstand a The financial statements of J D Wetherspoon plc (the significant reduction in sales from those assessed in the ‘Company’) for the 52 weeks ended 27 July 2025 ‘base case’ throughout the going concern period, before were authorised for issue by the board of directors on the covenant levels would be exceeded towards the end of 2 October 2025, and the balance sheet was signed the review period. The directors consider this scenario to on the board’s behalf by John Hutson and Ben Whitley. be extremely remote. Furthermore, in such a scenario, the Company could take additional mitigating actions to J D Wetherspoon plc is a public limited company, prevent any covenant breach. incorporated and domiciled in England and Wales. The Company’s ordinary shares are traded on the London After due consideration of the matters set out above, the Stock Exchange. directors have satisfied themselves that the Company will continue in operational existence for the foreseeable Basis of preparation future. For this reason, the Company continues to adopt The Company’s financial statements have been prepared the going-concern basis in preparing its financial in accordance with UK-adopted international accounting statements. standards and have been prepared in accordance with the requirements of the Companies Act 2006. Important judgements The key judgements made in preparing the financial The financial statements have been prepared on the statements are detailed below. going-concern basis, using the historical cost convention, except for the revaluation of financial instruments. Separately disclosed items A degree of judgement is required in determining whether The principal accounting policies adopted by the Company certain transactions merit separate presentation to allow are set out on pages 43–48. The accounting policies which shareholders to further understand financial performance follow set out those policies which apply in preparing the in the year, when compared with that of previous years financial statements for the 52 weeks ended 27 July 2025. and trends. These policies have been consistently applied to all of the Important estimates years presented, unless otherwise stated. The areas in which the Company has made significant estimates are listed below. Going concern The directors have made enquiries into the adequacy of Impairment of property, plant and equipment and right of the Company’s financial resources, through a review of the use assets Company’s budget and medium-term financial plan, Impairment tests are performed at the end of each including capital expenditure plans and cash flow reporting period, when there are indicators to do so. forecasts. Impairments are made at the higher of future cash flows less carrying value of assets or fair value less costs of In line with accounting standards, the going concern disposal for trading pubs. Assets under construction and assessment period is the 12-months from the date of investment properties are impaired using fair value less approval of this report. costs of disposal. The Company has modelled a ‘base-case’ forecast in For the purposes of calculating value in use, each pub is which recent momentum of sales, profit and cash flow treated as a separate cash generating unit. Management growth is sustained. The base case scenario indicates that exercises judgement in determining the key assumptions the Company will have sufficient resources to continue to used to calculate value in use, being historic performance settle its liabilities as they fall due and operate within its and Company average sales growth. Management also leverage covenants for the going concern assessment considers the following information when determining period. whether a pub should be impaired: A more cautious but plausible scenario has been analysed, ◼ historic sales and profit growth in which lower sales growth is realised. The Company has ◼ operational changes reviewed, and is satisfied with, the mitigating actions which ◼ the impact of climate change it could take if such an outcome were to occur. Such ◼ recent reinvestment scheme actions could include reducing discretionary expenditure ◼ prospects of the local town/city and/or implementing price increases. Under this scenario, the Company would still have sufficient resources to settle A growth rate is applied to cash flows. The short-term liabilities as they fall due and sensible headroom within its growth rate is based on board-approved forecasts and the covenants through the duration of the going concern long-term rate is in line with UK inflation. Cash flows are review period. discounted by the Company’s weighted average cost of capital (WACC) of 11.7% (2024: 12%). For leasehold pubs, a combination is used of both the WACC and the internal borrowing rate (IBR) per specific lease. Both WACC and IBR are calculated independently. J D WETHERSPOON PLC ANNUAL REPORT AND FINANCIAL STATEMENTS 2025 43 fdfdfds ACCOUNTING POLICIES In some instances, management recognises impairment Within notes 11, 12 and 13: intangible assets, investment through determining the fair value less costs of disposal for properties and property, plant and equipment, fixed assets an individual pub. Fair value less costs of disposal is are categorised as: estimated internally, taking account of the pub’s location, Asset Description Depreciation policy type of building and comparable local property category (straight line) transactions. These are unobservable inputs, in line with Freehold Land, buildings and The acquisition value is split level 3 of the fair value hierarchy, as outlined in IFRS 13. and long- structural/building 70:30 between buildings leasehold improvement assets and land. Buildings are Sensitivity analysis has been performed to determine the property at freehold and long- depreciated over 50 years. theoretical impact on impairment should alternative leasehold pubs. Land is not depreciated. scenarios occur. Short- Structural/building Depreciated over the leasehold improvement assets shorter of the lease period These sensitivities have been applied to the properties property at leasehold pubs. and estimated useful life. impaired during the period: Equipment, Assets in pubs Depreciated over three to fixtures and including kitchen, bar 10 years. ◼ A 3% reduction in the short term growth rate would lead fittings and cellar equipment, to a potential increase to the impairment charge made in furniture, IT software the year of £10.6 million to be reviewed as a result of and IT hardware. further pubs flagging for impairment. Assets Assets at sites which Assets are not depreciated ◼ An increase in the WACC of 1% would lead to an under are not yet trading until they are ready for use. additional potential impairment charge of £6.4 million to be construction and/or extension reviewed as a result of further pubs flagging for works to existing pubs. impairment. Impairment reversals are made if future cash flows are Residual values and useful economic lives are reviewed higher than the carrying value of assets and the previous and adjusted, if appropriate, at each balance sheet date. impairments made. Profits and losses on disposal of fixed assets reflect If a previously recognised impairment charge is reversed, the difference between the net selling price and the the value of the pub will be increased to the lower of the carrying amount at the date of disposal. The carrying value of fixed assets is reviewed annually when there is an book value as if the asset had not been impaired and the future cash flows which the pub would generate. indicator of impairment. Accounting policies Assets held for sale Segmental reporting Assets held for sale are valued at the lower of book value The Company operates predominantly one type of and fair value, less any costs of disposal, and are no longer depreciated. It is the view of management that the business (pubs) in the United Kingdom and the Republic of Ireland. The Company does not separately disclose the Company is not committed to selling a site until a contract results of the hotel business or Republic of Ireland trading for sale has been exchanged, at which point, the asset given the size, nature and level of review by the board. value is moved to assets held for sale. Separately disclosed items Inventories The Company presents, on the face of the income Inventories are stated at the lower of cost and net statement, items of income and expense which, because realisable value. Cost is calculated on a weighted average of the nature and magnitude of the event giving rise to basis, with net realisable value being the estimated selling them, merit separate presentation to allow shareholders to price, less any costs of disposal. further understand the elements of financial performance in the year. This helps to compare with previous years and Provisions are made for obsolete, slow-moving or to further assess trends in financial performance. damaged inventory, where appropriate. Bar and food inventory is recognised as an expense when sold. Impairment charges, reversals of fixed assets and fair value movements in interest-rate swaps and property Provisions gains and losses are reported as separately disclosed, Provisions are recognised when the Company has regardless of magnitude, to provide consistency of a present legal or constructive obligation as a result of a treatment with previous years and a further understanding past event and it is probable that an outflow of resources will be required to settle the obligation and a reliable for the financial statement’s users. estimate can be made of that obligation’s amount. Fixed assets Fixed assets include property, plant and equipment, Revenue recognition intangible assets and investment properties. These are all Revenue is recognised when bar and food products stated at cost, less accumulated depreciation and any are served to customers, after deducting discounts and impairment in value. sales-based taxes. Cost of assets includes acquisition costs, as well as other Slot/fruit machine sales are recognised as the net directly attributable costs in bringing the asset into use. proceeds taken from the machines, after deducting gaming duty. 44 ANNUAL REPORT AND FINANCIAL STATEMENTS 2025 J D WETHERSPOON PLC fdfdfds ACCOUNTING POLICIES Revenue from hotel rooms is recognised when rooms are Lessor accounting occupied and services provided, after deduction of Leases, where the lessor retains substantially all of the discounts and sales-based taxes. asset’s risks and benefits of ownership, are classified as operating leases. If the operating lease is subject to fixed The Company operates a gift card scheme – revenue from uplifts over the term of the lease, rental payments are these cards is deferred until the card is redeemed in pubs. charged to the income statement on a straight-line basis, over the period of the lease, in line with adopted Except for hotel revenue, which is generally received in accounting standards. If the operating lease is subject to advance of occupation, all other payments for goods and open-market rents, rental payments are charged at the services are received at the point of sale.There are no prevailing rates. significant judgements or estimations made in calculating and recognising revenue. Revenue is not materially Leases where the lessor transfers substantially all of the accrued or deferred between one accounting period and asset’s risks and benefits of ownership are classified as the next. lease assets. This occurs when the Company sublets a leasehold site. The lease asset is measured initially at the Government grants present value of lease receipts, discounted at the Monetary and non-monetary resources transferred to the Company’s incremental borrowing rate. The lease assets Company by government, government agencies or similar are presented as a separate line in the balance sheet. bodies are recognised at fair value, when the Company receives the grant. Grants will be recognised net in the Modifications income statement, on a systematic basis, over the same When the Company agrees to a term extension or there is period during which the expenses, for which the grant was a change in consideration which is not part of the original intended to compensate, are recognised. terms of the lease, the lease liability or asset will be remeasured on that date; the resulting increase or Leases decrease to the asset or liability will be accounted for with The Company has leases for properties across the UK and an offsetting adjustment to the right-of-use asset. the Republic of Ireland. There are no other material leases recognised under other IFRS 16 categories. Modifications are completed at the new incremental borrowing rate. Any adjustment which reduces the right-of- Lessee accounting use asset below zero will be credited to the income On completion of a contract (the point at which a contract statement. becomes legally binding), the Company assesses whether the contract is or contains a lease. A lease is present Termination and break of leases where the contract conveys, over a period of time, the right Where the Company notifies the landlord to purchase the to control the use of an identified asset in exchange for freehold of a leasehold site, the lease is derecognised at a consideration. nil gain/nil loss. Where the Company notifies the landlord of the intention to terminate (break) a lease early, the lease Where a lease is identified, the Company recognises a is remeasured. right-of-use asset and a corresponding lease liability. Lease assets are presented as a separate line in the Borrowing costs balance sheet. Leases with terms of under one year are These are recognised as an expense in the period in which not capitalised. they are incurred, unless the requirements by the adopted accounting standards for the capitalisation of borrowing The lease liability is measured initially at the present value costs relating to assets are met. For the purpose of cash of lease payments over the term of the lease which is flow reporting, interest paid and received is considered determined as the end of the lease, unless the Company is to be operating cash flows. reasonably certain that a break clause or purchase option will be exercised. These payments are discounted at the Taxation Company’s incremental borrowing rate. For sites at which Current tax assets and liabilities are measured at the rent is payable as a percentage of revenue, the lease amount expected to be recovered from, or paid to, the liability is measured at the present value of the taxation authorities, based on tax rates and laws which are unavoidable minimum guarantee payments over the term enacted or substantively enacted by the balance sheet of the lease, while any amounts above this minimum date. amount will be expensed to the income statement. Deferred tax is recognised on all temporary differences Right-of-use asset arising between the tax bases of assets and liabilities and The right-of-use asset comprises the initial measurement their carrying amounts in the financial statements, with the of the corresponding lease liability, any initial direct costs following exceptions: and the cost of any obligation to restore the site at the end of the lease. It is subsequently measured at cost less ◼ Where the temporary difference arises from an accumulated depreciation and impairment losses. Right-of- asset or liability in a transaction which, at the time of the use assets are depreciated over the term of the lease. transaction, affects neither accounting nor taxable profit or loss. J D WETHERSPOON PLC ANNUAL REPORT AND FINANCIAL STATEMENTS 2025 45 fdfdfds ACCOUNTING POLICIES ◼ Deferred tax assets are recognised only to the extent Financial liabilities that it is probable that taxable profit will be available The Company classifies its financial liabilities as other against which the deductible temporary differences, financial liabilities. These are measured at fair value on carried-forward tax credits or tax losses can be utilised. initial recognition and subsequently measured at amortised cost, using the effective-interest method. Deferred tax assets and liabilities are measured at the tax rates which are expected to apply when the related asset Bank loans and borrowings is realised or liability settled, based on tax rates and laws Interest-bearing bank loans and other borrowings are enacted or substantively enacted at the balance sheet recorded initially at fair value of consideration received, net date. of direct issue costs. Borrowings are subsequently recorded at amortised cost, with any difference between Tax is charged or credited directly to the income the amount recorded initially and the redemption value statement, comprehensive income or equity. The tax recognised in the income statement over the period of the charged or credited will follow the accounting treatment of bank loans, using the effective- interest method. the underlying item which has given rise to the tax charged or credited. Bank loans and loan notes are classified as current liabilities, unless the Company has an unconditional right The Company has determined that the global minimum to defer settlement of the liability for at least 12 months top-up tax - which it is required to pay under Pillar Two after the balance sheet date. legislation - is an tax in the scope of IAS 12. The temporary, mandatory exception to the requirement to Derivative financial instruments and interest-rate recognise deferred tax assets and liabilities related to Pillar swaps Two top-up taxes has been applied. Any top-up tax will be Derivative financial instruments used by the Company are accounted for as a current tax when it is incurred. stated at fair value on initial recognition and at subsequent balance sheet dates. Financial instruments Financial assets and liabilities are recognised on the date Interest-rate swaps are used to mitigate the Company’s on which the Company becomes party to the contractual exposure to variable interest rate risks on borrowings. provisions of the instrument giving rise to the asset or They qualify for hedge accounting only where, at inception, liability. there is formal designation and documentation of the hedging relationship, there is an economic relationship Financial assets held at amortised cost between the item being hedged and the hedging derivative Financial assets held at amortised cost are non-derivative and credit risk does not dominate the economic financial assets which are held within a business model relationship. where the objective is to collect the contractual cash flow at the same time as the contractual terms give rise to cash A hedging ratio of 1:1 is adopted between the interest-rate flows which are solely payments of principal and interest. swaps and the Company’s floating-rate borrowings, They are included in current assets, except for maturities meaning that floating interest rates paid should be identical greater than 12 months after the balance sheet date. to those amounts received for a given amount of These are classified as non-current assets. borrowings. Other receivables When hedge accounting applies, the Company tests Other receivables are recognised initially at transaction hedge effectiveness prospectively, at reporting periods, value and carried at amortised cost less any expected using the hypothetical derivative method and compares the credit losses. The Company has a small number of changes in the fair value of the hedging instrument with receivables at any one time; these are generally with those in the fair value of the hedged item attributable to the companies with which the Company has an established hedged risk. trading relationship. Hedges could be deemed ineffective if the: Cash and cash equivalents ◼ period over which the borrowings were drawn were Cash and short-term deposits in the balance sheet and changed. This could result in the borrowings being made cash flow statement comprise cash at bank and in hand. at a different floating rate than the interest-rate swap. Bank overdrafts are shown within current financial liabilities on the balance sheet. Cash and cash equivalents include ◼ gross amount of borrowings were less than the value recognition of amounts for cash in transit, including swapped. electronic card payments not yet receipted as these are ◼ impact of LIBOR reform were to cause a mismatch highly liquid and low credit risk. between the interest rate of the swaps and that of the Company’s debt. Credit risk Credit risk losses arise when debtors fail to pay their As disclosed in note 21, there are currently no swaps obligation to the Company. The Company assesses credit designated for hedge accounting. For those swaps risk, based on historic experience. terminated which were previously designated for hedge accounting, an assessment is made to determine the The Company has no significant history of non-payment; future cashflows of the hedged item and the amount to be as a result, the expected credit losses on financial assets recycled from other comprehensive income to the income are not material. statement. 46 ANNUAL REPORT AND FINANCIAL STATEMENTS 2025 J D WETHERSPOON PLC fdfdfds ACCOUNTING POLICIES Management makes judgements in forecasting future Share-based payments borrowings. These forecasts affect the rate at which the The Company has an employee share incentive plan fair value previously recognised and frozen in other which awards shares to qualifying employees; there is also comprehensive income is recycled to the income a deferred bonus scheme which awards shares to statement. directors and senior managers, subject to specific performance criteria. The effective element of any gain or loss from remeasuring the derivative designated as the hedging instrument is The cost of the awards in respect of these plans is recognised in other comprehensive income with the measured by reference to the fair value at the date at ineffective element recognised immediately in the income which they are granted and is amortised as an expense statement. over the vesting period. In assessing the initial fair value, no account is taken of any vesting conditions, other than Hedge accounting is discontinued when the hedge expires, market conditions linked to the price of the shares of the is sold, terminated or no longer meets the Company’s risk Company. management objective. The Company currently has no other share-based Share capital transactions. Ordinary shares are classified as equity. Incremental costs directly attributable to the issue of new shares or options Shares purchased for share-based payment awards are are shown in equity as a deduction, net of tax, from the held in equity at historic cost, until the awards vest, when proceeds. they are transferred to employees. When the Company repurchases its own shares, the cost Further information on the fair value of awards can be of the shares purchased and associated transaction costs found in note 4. are taken directly to equity and deducted from retained New accounting standards adopted in the year earnings. The nominal value of shares purchased is The adoption of these standards has not had a significant transferred from share capital to the capital redemption impact on the Company’s results, financial position or reserve. disclosures: Foreign currencies ◼ Classification of liabilities as current or non-current (IAS Transactions denominated in foreign currencies are 1 – Non-current liabilities with covenants) recorded at the rates of exchange prevailing at the transaction date. Monetary assets and liabilities are ◼ Supplier financing arrangements (IAS 7 and IFRS 7) translated at year-end exchange rates, with the resulting ◼ Lease liability in a sale and lease back (IFRS 16) exchange differences taken to the income statement. New accounting standards in issue, but not yet The Irish branch’s results are translated at the average effective exchange rate for the reporting period; the balance sheet New accounting standards and interpretations which are in is translated at the year-end exchange rate. Resulting issue but not yet effective are listed below. The Company exchange differences are recognised in comprehensive is assessing the impact of the following new and amended income. standards, which have been issued or are awaiting endorsement by the UK Endorsement Board. The Revaluation gains and losses on the long-term financing of Company has chosen not to adopt these early: the Irish branch are recognised in comprehensive income. ◼ IFRS 18 Presentation and disclosure in financial Retirement benefits statements Contributions to personal pension schemes are recognised ◼ Lack of exchangeability (IAS 21) in the income statement in the period in which they fall due. All contributions are in respect of a defined ◼ Classification and measurement of financial instruments contribution scheme. Once the contributions have been (IFRS 9 and IFRS 7) paid, the Company has no future payment obligations. Alternative performance measures The Company uses several alternative performance Dividends measures (APMs) throughout the annual report and Dividends recommended by the board, but unpaid at each accounts which are not defined by International Financial period end, are not recognised in the financial statements Reporting Standards (IFRS). APMs are used in until they are paid (in the case of the interim dividend) or conjunction with IFRS measures in reporting financial approved by shareholders at the annual general meeting information and assessing performance, but are not given (in the case of the final dividend). greater prominence. Management believes that APMs provide a helpful comparison of performance from one Changes in net debt period to another. The APMs used have been defined These are both the cash and non-cash movements below, alongside reconciliations to IFRS measures: of the year, including movements in asset-financing, borrowings, cash and cash equivalents. J D WETHERSPOON PLC ANNUAL REPORT AND FINANCIAL STATEMENTS 2025 47 fdfdfds ACCOUNTING POLICIES ◼ Free cash flow - the calculation of free cash flow is based on the net cash generated by business activities and available for investment in new pub developments an d extensions to current pubs, after funding interest, corporation tax, lease principal payments, loan issue cost s , all reinvestment in information technology, head office an d pubs trading at the start of the period (excluding extensions) and the purchase of own shares under the employee share incentive plan. See reconciliation on pag e 17. ◼ Like for like – compares year on year performance of pubs and hotels which were trading in the equivalent weeks in both FY25 and FY24. ◼ Before separately disclosed items – this measure excludes separately disclosed items, which are presented separately to allow shareholders to further understand financial performance in the year, when compared with that of previous years and trends. See separately disclosed items reconciliation on page 21. ◼Net debt excluding derivatives and lease liabilities – excluding both derivatives and lease liabilities allows shareholders to understand the core debt held by the Company. A reconciliation is provided on page 30. 48 ANNUAL REPORT AND FINANCIAL STATEMENTS 2025 J D WETHERSPOON PLC fdfdfds STRATEGIC REPORT Strategy Employees The Company’s strategy is to seek a return on capital in All employees are encouraged to participate in the excess of the cost of the capital which will provide funds business, with some examples being: for developments, dividends and reinvestment. ◼ Several Company initiatives to encourage employees to suggest small and continuous improvements to the running Business model of their pubs The Company operates pubs in the UK and the Republic of Ireland and aims to sell high-quality products, at ◼ ‘Tell Tim’ suggestion scheme for all employees allowing reasonable prices, in well-maintained premises. them to be involved in the decision-making process for key business issues Business review and future trends ◼ Pub managers, area managers and other pub A review of the Company’s business and the employees attending and contributing to weekly operations key measures of its performance, sometimes called key meetings, hosted by the chairman or chief executive performance indicators (KPIs), can be found in the chairman’s statement under the financial performance ◼ Area managers invited to meet the board of directors section. The chairman’s statement also discusses those (before each board meeting) trends and factors likely to affect the future development, and performance of the Company. Environmental KPIs can ◼ Regular liaison meetings held with employees, at all be found on page 54. levels, to gain feedback on aspects of the business and ideas for improvement Social matters ◼ Directors and senior management completing regular Wetherspoon provides jobs for over 42,000 people, paying visits to pubs a reasonable percentage of its profits as bonus for those working in the pubs and at head office, training large ◼ The appointment of two employee directors to the full numbers of staff and paying a significant percentage of our board of the Company and two associate employee sales as taxes to the government. directors ◼ Weekly e-mail from the chief executive to all employees Further information about these policies are published on: jdwetherspoon.com ◼ Head-office staff completing regular pub and kitchen shifts (both front of house and in the kitchen) to help in Human rights understanding any staff/customer issues The Company is committed to respecting human rights Employee diversity across the business by complying with all relevant laws The table below shows the breakdown of directors, senior and regulations. The Company prohibits any form of managers and employees as at the reporting date. discrimination, forced, trafficked or child labour and is committed to safe and healthy working conditions for all Male Female individuals, whether employed by the Company directly or Directors 15 3 by a supplier. Senior managers 505 361 Legal and ethical conduct All employees 21,042 21,771 The Company has comprehensive measures to meet its statutory requirements across all areas of its operation and The Company recognises that it does not yet meet all of also those expected by customers and employees, as the board diversity targets as set out by the Financial necessary, for the long-term success of the business. Conduct Authority (FCA), in that, at the Company’s Risks in this area can occur from corruption, bribery and reference date of 27 July 2025 (its year end), under 40% human rights abuses, including discrimination, harassment of the board members are female and there is not a female and bullying. in one of the senior board positions. The Company has training programmes for all employees. Wetherspoon values the experience of its current board It also has a documented whistleblowing programme, directors and has strengthened this experience in recent written processes and procedures and a supply chain audit years by appointing four worker directors. Two of the programme. worker directors sit on the board, one of whom is female and one of whom is from a minority ethnic background. The other two worker directors are associate directors who attend all board meetings, one of whom is female. No board appointments have been made since the FCA’s targets came into force. When making future recruitment decisions, the Company will continue to consider the FCA’s targets and related guidance. J D WETHERSPOON PLC ANNUAL REPORT AND FINANCIAL STATEMENTS 2025 49 fdfdfds STRATEGIC REPORT Section 172 statement Section 172 of the Companies Act 2006 requires that ◼ Most of the Company’s employees are customers and directors of a Company act in good faith to promote the many are shareholders. The Company encourages its success of the Company for all stakeholders. employees to feed back their views, as well as those of their friends and family. The Company operates a In the period, all directors of the Company have acted in a suggestion scheme through the ‘Tell Tim’ initiative manner most likely to achieve the long-term success of the whereby any employee can send in ideas and/or make a business for its shareholders, employees, customers, recommendation for improving the Company. suppliers and the wider community in which the Company ◼ Details of the Company’s employment policy are operates. disclosed on page 80. Information on employee engagement can be found above. In the period, the directors have made decisions in several areas, often after comprehensive consultation with pub ◼ Where possible, the Company forms long-term teams and the wider management teams. Examples relationships with suppliers, so that all parties have a more include the various pricing and promotion decisions taken, certain environment in which to operate. The Company’s the share buybacks made in the year, the timing around responsible retailing policy is published on the website. hedging utility costs, the investment decisions relating to ◼ The Company communicates with its customers through new and existing pubs, and the extent to which pay rates its website and Wetherspoon News. were increased throughout the year. Further risks have been outlined in the risk section on pages 51-52. ◼ Information on human rights, environmental and social matters, food safety, cyber security and reputational Examples of the Company’s engagement with matters is provided in this strategic report, while further stakeholders are: information is published on the Company’s website. ◼ Wherever practical, directors consult widely among the Non-financial and sustainability information statement Company’s employees, about decisions made about the The climate-related risks and opportunities of the Company. The directors believe that wide consultation and Company are outlined on pages 53-55 and have been a management team with extensive industry experience considered as part of the going concern review. All other are likely to result in the best long-term decisions. The required information is included in relevant sections of the Company’s senior management team regularly engages annual report and accounts. with pub-based employees through meetings and pub visits. 50 ANNUAL REPORT AND FINANCIAL STATEMENTS 2025 J D WETHERSPOON PLC fdfdfds STRATEGIC REPORT Principal risks and uncertainties facing the Company In the course of normal business, the Company continually assesses significant risks, categorised based on impact and likelihood. The following risks, while not intended to be a comprehensive analysis, constitute (in the opinion of the board) the principal risks and uncertainties currently facing the Company. Business strategy Supply chain disruption Risk’s description . Risk’s description The Company is aware that, in operating in a Being unable to supply our pubs with products, consumer-facing business, its business reputation, when required, at a competitive price. established over many years, can be damaged in a significantly shorter time frame. The Company faces further risks through the competitive nature of the industry and wider retail markets and believes it’s important to stay ‘in fashion’. Changes during the year Changes during the year • Supermarkets pay zero VAT on food and are able to • Availability of products owing to disruptions in global benefit by selling alcohol at a discounted price. supply chains, eg free range eggs. • Changing consumer habits, as a result of rising costs. • The introduction of ‘producer responsibility obligations’ • Increasing number of empty units on the high street. which is a tax on the supply chain. Residual risk and impact on the business Residual risk and impact on the business Failure to execute the right strategy could lead to lower sales The Company’s reputation could be damaged if menu items and/or damage reputation and adversely affect profitability. are unavailable. Negative consumer reaction to increasing prices, potentially leading to reduced profits, or narrowing profit margins. Risk’s mitigation Risk’s mitigation • Challenging incorrect publications about the Company. • The Company works closely with its supply chain to • Tax Equality Day advertising the tax disparity which maintain product availability. exists between pubs/restaurants and supermarkets. • Dual supply of key menu items. • Staying relevant to customers in regards to products, • The Company conducts regular audits of its supply pub design and pricing. chain. • Monitoring competitors’ actions. • Long-term contracts with suppliers provide more • Consultative approach to strategy from all levels of the certainty of supply and pricing. business. Health and safety Legal and compliance Risk’s description Risk’s description The safety of customers, employees and Failure to comply with legislative requirements contractors is at risk if processes are not followed and taxation policies, including environmental in relation to food-handling, equipment usage, legislation. maintaining a safe working environment and the use of hazardous substances. Changes during the year Changes during the year • Continued focus on food hygiene and allergen • Minimum wage rate changes. awareness. • National insurance contribution changes. • The introduction of ‘producer responsibility obligations’. Residual risk and impact on the business Residual risk and impact on the business Ineffective health and safety practices could result in harm to Non-compliance could result in financial penalties, individuals, prosecution, closure of pubs and reputational prosecution and reputational damage. damage. Risk’s mitigation Risk’s mitigation • Target for all pubs to achieve a 5 food hygiene rating. • Policies and processes in place to ensure compliance • Internal audits of pubs and processes. in all areas. • All employees are provided with regular training in • Regular updates are provided to the business on health and safety, allergens and food hygiene matters. changes to legislation, eg tax changes following • Pubs are provided with the necessary resources and government budget statements. support to ensure that safe working practices are • Continued professional development through training, maintained. completion of qualifications and communication with • Buildings are well maintained to ensure a safe third-party specialists. operating environment. J D WETHERSPOON PLC ANNUAL REPORT AND FINANCIAL STATEMENTS 2025 51 fdfdfds STRATEGIC REPORT Technology, cyber security, data security People Risk’s description Risk’s description Loss of key information or business disruption Not attracting the right people with through system failures, cyber-attacks and data sufficient experience to ensure the Company’s breaches. future success. Changes during the year Changes during the year • Increasing frequency of cyber-attacks across all UK • Increasing labour costs. businesses. • Managerial length of service has continued to increase. • Decreasing staff turnover. Residual risk and impact on the business Residual risk and impact on the business Any prolonged or significant failure of business systems Failure to retain or attract the right people would lead to a could pose a risk to trading, eg reduced profits, reputational diminished customer experience, higher staff turnover rates, damage and loss of personal information. less experience among the workforce, higher recruitment costs and lower productivity levels. Risk’s mitigation Risk’s mitigation • Ensuring appropriate technologies, policies and • The Company offers a comprehensive remuneration procedures are in place, including disaster-recovery package (eg staff discounts, bonuses, free shares and plans and system backups/updates. free meals when on duty), as well as genuine • The Company continually assesses the risks posed by opportunities to progress within the business. cyber threats and makes changes to its technologies, • The Company’s policy is to recruit from within the policies and procedures to mitigate identified risks. business, where possible. Business continuity, crisis management and disaster Liquidity and financing recovery Risk’s description Risk’s description Unexpected events such as fires, floods and Inability to maintain cash flows to meet the needs pandemics will affect the Company’s ability to and/or the debt covenants of the business. operate. Changes during the year Changes during the year • There have been no material changes during the year. • Improvement in overall Company performance. • Continued share buybacks in the year. • Payment of dividends for the first time since COVID-19. Residual risk and impact on the business Residual risk and impact on the business These risks are outside of the Company’s control, therefore Insufficient funding or breaches of financing arrangements without sufficient disaster-recovery plans, the impact could could affect the Company’s ability to trade freely. be material. Risk’s mitigation Risk’s mitigation • Mitigating actions taken by the Company will depend on • Sales, profitability, cashflow movements and the nature of the event, how much forewarning the investment decisions are reviewed and agreed by the Company has and the reaction of the wider economic management team. community. • Interest rates and energy costs are fixed to give • Disaster-recovery plans are in place which seek to increased certainty of future cash flows. minimise such incidents’ impact. • Maintenance of sufficient levels of cash to sustain • Communication platforms exist with the ability to send periods of economic uncertainty. instant messages to the workforce population. Climate change risk discussed on pages 53-55. Risk change year on year: increased unchanged decreased By order of the board Nigel Connor Company Secretary 2 October 2025 52 ANNUAL REPORT AND FINANCIAL STATEMENTS 2025 J D WETHERSPOON PLC fdfdfds STRATEGIC REPORT – ENVIRONMENTAL MATTERS This report outlines the assessment performed by the Company in establishing the key climate-related risks and opportunities identified to date. This disclosure and supporting documentation are reviewed annually, and are deemed compliant. Governance The Wetherspoon board of directors is responsible for the Company’s overall environment strategy. The Company’s audit committee is responsible for providing oversight of the financial reporting, audit and internal control processes, ensuring that these comply with the law and various applicable regulations. The Company’s risk register, which includes a climate change section, is reviewed regularly at the Company’s board and audit committee meetings. The Company has four environmental working groups, focusing on waste and recycling, supply chain, data and reporting and operations/property. The groups track the Company’s progress against environmental targets, including its carbon-reduction targets which have been approved by the Science Based Target initiative (SBTi). Initiatives discussed by the groups are communicated to the wider business via environment champions assigned to each of the pubs. These champions are responsible for communicating energy, environment, waste and recycling best-practice. All Company employees receive regular training and updates on environmental matters. Risk management The Company’s internal audit department is responsible for the day-to-day management of the risk register. Eight of the Company’s identified risks are reported on pages 51-52. Each risk area is owned by a particular department including the identification and assessment of the principal risks. Risks are categorised according to the probability of occurrence and severity of impact. Strategy The Company recognises that it faces both risks and opportunities relating to climate change. The strategic focus in this area has been specifically towards: carbon taxes; the availability of electricity; changes to transport networks; possible changes in customers’ behaviour; coastal erosion; flooding; supply chain disruption; product availability/pricing. In the section below, the Company has expanded on three of the risks and two opportunities. However, all of the above risks have been fully reviewed by the board of directors. The Company assesses the effect of climate change over the short, medium and long term and estimates the financial impact. As climate change evolves, management will adapt its strategic focus accordingly. Risks and opportunities Risk / opportunity Time Impact Mitigations Risk type Chronic Financial horizon or acute impact Risk: Lack of product Medium A lack of product availability Seek additional Physical/ Chronic High availability in the may increase costs, affect suppliers and transitional supply chain due to product quality and lower ensure contingency weather conditions. profitability. plans are in place. Risk: Increased Medium Pub closures would affect the Use of flood Physical Acute Medium likelihood of flooding profitability of the Company, defences, where from more rain and through lower sales, potential necessary and due rising sea levels. rising insurance premiums and consideration when the relocation of staff. acquiring new premises. Risk: Introduction of Short Carbon taxes could lead to a Adherence to Transitional N/A Medium carbon taxes and direct additional cost to the decarbonisation plan legislative changes. Company if it is unable to and working with reduce emissions. Any external consultants legislative non-compliance and bodies to could increase costs and monitor legislative create reputational damage. change. Opportunity: Warmer Long If temperatures were to rise by N/A N/A N/A N/A average temperatures 2°C or more, produce such as may result in produce tomatoes, oranges and grapes previously produced in for wine could be grown in the warmer-climate UK. This could lower the regions being grown Company’s carbon footprint, locally. while reducing produce costs through lower transportation and import fees. Opportunity: Increased Medium The use of solar power on pub N/A N/A N/A N/A sunlight would provide roofs and surrounding land more opportunity for would reduce the Company’s the use of solar power. energy costs. J D WETHERSPOON PLC ANNUAL REPORT AND FINANCIAL STATEMENTS 2025 53 fdfdfds STRATEGIC REPORT – ENVIRONMENTAL MATTERS Key 2 Risk type Chronic or acute Time horizon Financial impact Physical Risks due to longer-term Chronic physical risks refer to longer- Long 25 years + High >£25m shifts in climate term shifts in climate patterns (eg Medium 10-25 years Medium £5-25m patterns, such as sustained higher temperatures) which Short 0-10 years weather disruption. may cause sea levels to rise or chronic Low <£5m Transitional Risks in transitioning to a heat waves. 2 Annual impact lower-carbon economy, Acute physical risks refer to those eg new policies or which are event driven, including regulations. increased severity of extreme weather events, eg cyclones/hurricanes/floods. Metrics and targets The Company has been recognised for reducing its greenhouse gas emissions and is listed in the 2025 FT-Statista Europe’s Climate Leaders list, highlighting companies which, over a five-year period, have achieved the greatest reduction in emissions. The Company is a member of ‘Zero Carbon Forum’, whose purpose is to support the hospitality sector in meeting its carbon- reduction targets. Progress towards achieving ‘net zero’ has been detailed in the section below. The Company’s near-term, long-term and science-based net-zero targets were validated by the SBTi. These are listed on the SBTi’s website. The Company’s main environmental targets are: Overall net-zero target J D Wetherspoon commits to reach net-zero greenhouse gas emissions across the value chain by FY2050. Near-term targets J D Wetherspoon commits to reduce absolute scope 1 and 2 GHG emissions by 80% by FY2033 from a FY2019 base year. JD Wetherspoon commits to reduce absolute scope 3 GHG emissions 59% by within the same timeframe. Long-term targets J D Wetherspoon commits to reduce absolute scopes 1,2 and 3 GHG emissions by 90% by FY2050 from a FY2019 base year. Other targets not approved by the SBTi Recycle 95% of recyclable waste. Zero waste to landfill. The Company has reported its greenhouse gas emissions (GHG) publicly since 2014. Fuel GHG emissions Scope 1 Scope 2 Scope 3 Total Turnover Intensity (car) Tonnes Tonnes Tonnes Tonnes Tonnes Tonnes CO 2 e Unit £m CO 2 e CO 2 e CO 2 e CO 2 e CO 2 e / £m revenue 2025 36,410 80,008 740,987 797 858,202 2,128 403.3 2024 26,431 58,280 708,625 967 794,303 2,035 390.3 2019 – base year 47,358 94,016 1,295,991 1,034 1,438,399 1,819 790.8 The 2019 data in the table above is calculated by taking consumption data and converting it using conversion factors published by the Department for Business, Energy & Industrial Strategy. The data relied heavily on assumptions and averages. Since then, the Company has improved data accuracy alongside reduction efforts. The Company has chosen not to revise its 2019 baseline figures and, instead, is focused on improving accuracy of reporting year by year. The 2024 data was previously calculated using the above method, but since then, more accurate information has been obtained. Therefore, the 2024 data has been updated. Definitions: • Scope 1 – direct emissions (from controlled sources, such as fuels used in pubs, hotels and at head office; also includes emissions from company vehicles, excluding logistics). • Scope 2 – indirect emissions (from purchased sources, such as the generation of electricity used in pubs, hotels and at head office). • Scope 3 – indirect emissions (which occur in a company’s supply chain, but are not from sources which the company owns or controls) Scope 3 emissions are the largest contributor to the Company’s overall carbon emissions. Measuring carbon emissions in the supply chain, where the bulk of scope 3 emissions are generated, is a complex task. As our starting point, carbon emissions are allocated to every product sold. Where detailed data is not currently available, assumptions are made based on industry averages. Over time, the quality of data should improve. Reducing scope 3 emissions will rely ultimately on a partnership approach with the Company’s worldwide suppliers and on their own plans to reduce carbon emissions themselves. The Company regularly trials energy-saving technology to reduce consumption and CO 2 emissions. During the financial year, these initiatives have included: ◼ LED lights – an upgrade to all lighting at the Company’s head office building. ◼ Electric kitchens – new pubs now have fully electric kitchens, removing the need for gas supply. ◼ Voltage optimisation – a trial is ongoing and we are reviewing options for a wider business implementation. ◼ Solar panels – at the early stages of a project to increase the amount of solar power generated across the estate. 54 ANNUAL REPORT AND FINANCIAL STATEMENTS 2025 J D WETHERSPOON PLC fdfdfds STRATEGIC REPORT – ENVIRONMENTAL MATTERS Contribution to the environment In the year, J D Wetherspoon has contributed £16.7m to government environmental schemes as outlined below: 2025 2024 £000 £000 Climate change levies 13,918 10,243 Fuel duty 1,893 2,022 Extended Producer Responsibility (EPR) 816 - Plastic packaging tax 119 510 The Company aims to reduce its impact on the environment. Below are two areas where progress has been made: RECYCLABLE WASTE 4,574 tonnes 498 tonnes 696 tonnes 1,987 tonnes 35 tonnes of cardboard and paper, of metal, including of plastic, including of cooking oil, collected of waste electrical and including packaging and drinks cans and milk bottles and in the original reused electronic equipment boxes baked bean tins packaging containers and (WEEE) converted to biodiesel for agricultural use 10,083 tonnes 21,339 tonnes 19,683 tonnes of food waste collected, 100% diverted of glass waste collected, 100% diverted of general waste collected, 99.8% from landfill from landfill diverted from landfill The pubs and head office segregate waste into a minimum of seven streams: glass, tin/cans, cooking oil, paper/cardboard, plastic, lightbulbs and general waste. In addition, food waste is also separated and sent for anaerobic digestion. Any remaining non-recyclable waste is sent to waste-to-energy power plants which reduce CO 2 and the use of fossil fuels. The Company aims to send no waste to landfill and to remove all unnecessary single-use plastics. The Company has a dedicated recycling centre at its national distribution centre. As part of the delivery process, collections are made of mixed recycling, used cooking oil, textiles and aluminium. BIODIESEL CONVERSION 31,058 tonnes of cooking oil has been collected from pubs since 2012. Biodiesel is a renewable fuel created from refining used cooking oil. It is used in transportation and machinery and has a lower Kg CO 2 e than regular diesel. If used cooking oil is not disposed of correctly, it can harm the environment by polluting rivers, blocking drains and sewers and could lead to flooding. J D WETHERSPOON PLC ANNUAL REPORT AND FINANCIAL STATEMENTS 2025 55 INDEPENDENT AUDITORS’ REPORT Opinion • Obtaining management’s base case, downside Our opinion on the financial statements is unmodified scenario and reverse stress test scenario for the We have audited the financial statements of J D period until 31 October 2026, together with supporting Wetherspoon plc (the ‘company’) for the 52 weeks ended evidence for all key trading, working capital and cash 27 July 2025, which comprise the Income statement, the flow assumptions and challenging the reasonableness Statement of comprehensive income, the Cash flow of those key assumptions; statement, the Balance sheet, the Statement of changes in • Assessing the robustness and accuracy of forecasts equity and notes to the financial statements, including prepared by comparison to forecasts made in prior material accounting policy information. The financial periods, including assessing management’s historic reporting framework that has been applied in their ability to forecast, in light of our understanding of the preparation is applicable law and UK-adopted international company’s operations; accounting standards. • Assessing reverse stress tests performed by In our opinion, the financial statements: management and determine if they are plausible; • give a true and fair view of the state of the company’s affairs as at 27 July 2025 and of its profit for the 52 • Assessing forecast compliance with financial weeks then ended; covenants within the facilities for the period to 31 • have been properly prepared in accordance with and October 2026 and assessed available headroom in the UK-adopted international accounting standards; and forecast period; • have been prepared in accordance with the • Performing arithmetical accuracy procedures on each requirements of the Companies Act 2006. of management’s forecast scenarios, including forecast liquidity and covenant calculations; and Basis for opinion • Assessing the disclosures made within the financial We conducted our audit in accordance with International statements for consistency with management’s Standards on Auditing (UK) (ISAs (UK)) and applicable assessment of going concern and whether they are in law. Our responsibilities under those standards are further line with the accounting standards. described in the ‘Auditor’s responsibilities for the audit of In our evaluation of the directors’ conclusions, we the financial statements’ section of our report. We are considered the inherent risks associated with the independent of the company in accordance with the ethical company’s business model including effects arising from requirements that are relevant to our audit of the financial macro-economic uncertainties such as the recent statements in the UK, including the FRC’s Ethical Standard inflationary environment. In determining the impact of this, as applied to listed public interest entities, and we have we assessed and challenged the reasonableness of fulfilled our other ethical responsibilities in accordance with estimates made by the directors and the related these requirements. We believe that the audit evidence we disclosures and analysed how those risks might affect the have obtained is sufficient and appropriate to provide a company’s financial resources or ability to continue basis for our opinion. operations over the going concern period. Conclusions relating to going concern In auditing the financial statements, we have concluded We are responsible for concluding on the appropriateness that the directors’ use of the going concern basis of of the directors’ use of the going concern basis of accounting in the preparation of the financial statements is accounting and, based on the audit evidence obtained, appropriate. whether a material uncertainty exists related to events or conditions that may cast significant doubt on the Based on the work we have performed, we have not company’s ability to continue as a going concern. If we identified any material uncertainties relating to events or conclude that a material uncertainty exists, we are required conditions that, individually or collectively, may cast to draw attention in our report to the related disclosures in significant doubt on the company’s ability to continue as a the financial statements or, if such disclosures are going concern for a period of at least twelve months from inadequate, to modify the auditor’s opinion. Our when the financial statements are authorised for issue. conclusions are based on the audit evidence obtained up to the date of our report. However, future events or In relation to the company’s reporting on how it has applied conditions may cause the company to cease or continue the UK Corporate Governance Code, we have nothing as a going concern. material to add or draw attention to in relation to the directors’ statement in the financial statements about Our evaluation of the directors’ assessment of the whether the directors considered it appropriate to adopt company’s ability to continue to adopt the going concern the going concern basis of accounting. basis of accounting included: • Updating our understanding of management’s Our responsibilities and the responsibilities of the directors budgeting and forecast process relevant to the with respect to going concern are described in the relevant assessment of going concern in line with ISA 570. sections of this report. 56 ANNUAL REPORT AND FINANCIAL STATEMENTS 2025 J D WETHERSPOON PLC INDEPENDENT AUDITORS’ REPORT Our approach to the audit Overview of our audit approach Overall materiality: £10,000,000, which represents approximately 0.5% of the company’s revenue. A key audit matter was identified as the impairment of property, plant and equipment and right of use assets (same as previous period). Key audit Materiality matters There have been no changes in the key audit matter for the company since the prior period. Scoping Key audit matters Key audit matters are those matters that, in our professional judgement, were of most Description Audit response significance in our audit of the financial statements of the current period and include the most significant assessed risks of material misstatement (whether or not due to fraud) that we identified. These matters included those that had the greatest effect on: the KAM overall audit strategy; the allocation of resources in the audit; and directing the efforts of the engagement team. These matters were addressed in the context of our audit of Our results / Key the financial statements as a whole, and in forming our opinion thereon, and we do not Disclosures observations provide a separate opinion on these matters. In the graph below, we have presented the key audit matters, significant risks and other risks relevant to the audit High Impairment of property, plant Management and equipment Occurrence of revenue override of and right of use Potential – items not identified as controls assets financial notable from data analytics statement impact Low Low Extent of management judgement High Key audit matter Significant risk J D WETHERSPOON PLC ANNUAL REPORT AND FINANCIAL STATEMENTS 2025 57 INDEPENDENT AUDITORS’ REPORT Key Audit Matter How our scope addressed the matter The impairment of property, plant and In responding to the key audit matter, our audit procedures included the following: equipment (“PPE”) and right of use assets • Challenged the accounting policy for impairment of assets for compliance with (“ROU assets”) IAS 36 and checked that the application of the policy by the company is We identified the impairment of PPE and ROU consistent with the stated policy; assets as one of the most significant assessed risks of material misstatement due to fraud and or • Updated our understanding of the impairment process and controls and error. performed walkthroughs to evaluate the design and implementation of relevant At 27 July 2025, the carrying value of PPE was controls; £1.4bn (28 July 2024: £1.4bn), which represented • Verified that the identification of the CGUs and the allocation of assets and costs the largest account in the balance sheet. Additionally, the carrying value of the ROU assets to these CGUs are appropriate based on our understanding of the business; was £0.4bn (28 July 2024: £0.4bn). • Verified the arithmetic accuracy and integrity of the impairment model, ensuring The directors consider each individual pub to be a all pubs were included in the assessment and validated the inputs to source separate cash generating unit (“CGU”). The documents; and directors are required to undertake an impairment assessment where events indicate that the carrying • Challenged the appropriateness of the methodology employed by management to value of the cash generating unit may not be identify indicators of impairment in reference to IAS 36, corroborating any recoverable. changes from prior period. The process for measuring and recognising • For those pubs with indicators of impairment, we performed the following audit impairment under International Accounting procedures: Standard 36 ‘Impairment of Assets’ (“IAS 36”) is complex and requires significant judgement, • Challenged the appropriateness of key assumptions, such as discount rate, including assumptions within management’s growth rate, and cash flow assumptions such as sales, gross margin, and cost assessment of the impact of the geopolitical and base; inflationary factors on future trading activity for each pub, the determination of the appropriate • Engaged our auditors’ valuation experts to corroborate inputs into the discount discount rate to be applied to those cashflows, as rate calculation, benchmarking the figures against other comparable companies; well as management’s projections for the future • Compared management’s assumptions against uncertainties inherent within the financial performance of each pub and where appropriate, the underlying market value of the current economic environment and industry data; pub. • Obtained corroborative evidence supporting management’s judgements used, Management identifies pubs which have an with additional consideration on pubs identified in the significant risk categories, indicator of impairment (management’s “Watchlist” specifically focusing on historical, current and anticipated financial performance, of pubs). correspondence with pub or area managers and evidence of operational changes We have pinpointed our significant risk on pubs that had: made; • Where the impairment assessment was based on a fair value approach, we • A negative profit and a proposed impairment obtained the property valuation from management and corroborated the valuation greater than the average using external market data, including recent market transactions, recent desktop • Or met all of the three following criteria: valuations from external parties and/or indicative offers from third parties. o Impairment greater than the average • Assessed the sensitivity analysis performed by management and performed our o Net book value greater than the average own sensitivity analysis to consider the impact of changes in the key assumptions o Profit further away from the profit required (the profit which would result in the pub not such as discount rate, sales price increase and inflation rates on cost elements of being impaired) than the average the pubs; This is on the basis that the risk of material • Checked that appropriate disclosures have been included in the financial misstatement on these pubs is higher, with statements, especially those regarding key estimates, and challenged performance being behind that of the rest of the pub estate, with a larger potential quantum of management where necessary. impairment due to the net book value of the property Relevant disclosures in the Annual Report and Key observations Financial Statements 2025 We identified that additional impairments were required in relation to the impairment • Financial statements: Note 3 of PPE and ROU assets. Management have considered and accepted these further • Financial Statements: Note 13 impairments and adjustments were made. • Accounting Policies: Important estimates, impairment of PPE and ROU assets • Corporate Governance: Significant financial reporting items 58 ANNUAL REPORT AND FINANCIAL STATEMENTS 2025 J D WETHERSPOON PLC INDEPENDENT AUDITORS’ REPORT Our application of materiality We apply the concept of materiality both in planning and performing the audit, and in evaluating the effect of identified misstatements on the audit and of uncorrected misstatements, if any, on the financial statements and in forming the opinion in the auditor’s report. Materiality was determined as follows: Materiality measure Company Materiality for financial We define materiality as the magnitude of misstatement in the financial statements that, individually or statements as a whole in the aggregate, could reasonably be expected to influence the economic decisions of the users of these financial statements. We use materiality in determining the nature, timing and extent of our audit work. Materiality threshold £10,000,000 (2024: £7,000,000), which represents approximately 0.5% of the company’s revenue. In determining materiality, we made the following significant judgements: Significant judgements made by auditor in • We evaluated a range of benchmarks, including revenue, profit before tax and total assets. determining the Consistent with the prior year we disclose materiality as a percentage of revenue above. materiality • The benchmark in determining materiality has been selected taking into account the industry as a whole and the comparison with competitors in terms of size and business model. We consider revenue to be the most appropriate benchmark in line with prior periods due to its prominence in the financial statements and its significance to key users of the accounts. Additionally, revenue serves as a stable benchmark and provides a consistent basis for comparison across different companies in the industry. Performance We set performance materiality at an amount less than materiality for the financial statements as materiality used to a whole to reduce to an appropriately low level the probability that the aggregate of uncorrected drive the extent of our and undetected misstatements exceeds materiality for the financial statements as a whole. testing Performance materiality £7,500,000 (2024: £5,250,000), which is 75% (2024: 75%) of financial statement materiality. threshold Significant judgements In determining performance materiality, we made the following significant judgements: made by auditor in determining the • Whether there were any significant adjustments made to the financial statements in prior periods performance materiality • Whether there were any significant control deficiencies identified in prior periods or changes to the control environment; • Whether there were any changes in senior management during the period; and • Whether there were any significant changes in business objectives / strategy. Specific materiality We determine specific materiality for one or more particular classes of transactions, account balances or disclosures for which misstatements of lesser amounts than materiality for the financial statements as a whole could reasonably be expected to influence the economic decisions of users taken on the basis of the financial statements. Specific materiality We determined a lower level of specific materiality for the following areas: • Directors’ remuneration; and • Related parties Communication of We determine a threshold for reporting unadjusted differences to the audit committee. misstatements to the audit committee Threshold for £500,000 (2024: £350,000), which represents 5% of financial statement materiality, and communication misstatements below that threshold that, in our view, warrant reporting on qualitative grounds. J D WETHERSPOON PLC ANNUAL REPORT AND FINANCIAL STATEMENTS 2025 59 INDEPENDENT AUDITORS’ REPORT Overall materiality The graph below illustrates how performance materiality interacts with our overall materiality and the threshold for communication to the audit committee. Revenue, £2,127,524k FSM £10,000k, 0.5% FSM £10,000k, PM £7,500k TfC £500k 0.5% An overview of the scope of our audit We performed a risk-based audit that requires an understanding of the company’s business and in particular matters related to: Understanding the company and its environment, including controls The engagement team obtained an understanding of the company and its environment, including the controls and the assessed risks of material misstatement. We performed interim and advanced audit procedures as well as an evaluation of the internal control environment, including the company’s IT systems and controls. Work to be performed on financial information of the company (including how it addressed the key audit matters) An audit of the financial information of the Company has been completed to financial statement materiality (full-scope audit), with specific focus on impairment of property, plant and equipment and right of use assets, which was identified as key audit matter. Performance of our audit We performed the majority of our work on-site and undertook substantive testing on significant transactions and material account balances, including the procedures outlined above in relation to key audit matters. Changes in approach from previous period The scope of the audit for the current year in broadly consistent with the scope applied in the previous year’s audit. Other information The other information comprises the information included in the annual report and financial statements, other than the financial statements and our auditor’s report thereon. The directors are responsible for the other information contained within the annual report and financial statements. Our opinion on the financial statements does not cover the other information and, except to the extent otherwise explicitly stated in our report, we do not express any form of assurance conclusion thereon. Our responsibility is to read the other information and, in doing so, consider whether the other information is materially inconsistent with the financial statements or our knowledge obtained in the audit or otherwise appears to be materially misstated. If we identify such material inconsistencies or apparent material misstatements, we are required to determine whether there is a material misstatement in the financial statements themselves. If, based on the work we have performed, we conclude that there is a material misstatement of this other information, we are required to report that fact. We have nothing to report in this regard. 60 ANNUAL REPORT AND FINANCIAL STATEMENTS 2025 J D WETHERSPOON PLC INDEPENDENT AUDITORS’ REPORT Our opinions on other matters prescribed by the Companies Act 2006 are unmodified In our opinion, the part of the directors’ remuneration report to be audited has been properly prepared in accordance with the Companies Act 2006. In our opinion, based on the work undertaken in the course of the audit: • the information given in the strategic report and the directors’ report for the financial year for which the financial statements are prepared is consistent with the financial statements and those reports have been prepared in accordance with applicable legal requirements; • the information about internal control and risk management systems in relation to financial reporting processes and about share capital structures, given in compliance with rules 7.2.5 and 7.2.6 in the Disclosure Rules and Transparency Rules sourcebook made by the Financial Conduct Authority (the FCA Rules), is consistent with the financial statements and has been prepared in accordance with applicable legal requirements; and • information about the company’s corporate governance code and practices and about its administrative, management and supervisory bodies and their committees complies with rules 7.2.2, 7.2.3 and 7.2.7 of the FCA Rules. Matter on which we are required to report under the Companies Act 2006 In the light of the knowledge and understanding of the company and its environment obtained in the course of the audit, we have not identified material misstatements in: • the strategic report or the directors’ report; or • the information about internal control and risk management systems in relation to financial reporting processes and about share capital structures, given in compliance with rules 7.2.5 and 7.2.6 of the FCA Rules. Matters on which we are required to report by exception We have nothing to report in respect of the following matters in relation to which the Companies Act 2006 requires us to report to you if, in our opinion: • adequate accounting records have not been kept, or returns adequate for our audit have not been received from branches not visited by us; or • the financial statements and the part of the directors’ remuneration report to be audited are not in agreement with the accounting records and returns; or • certain disclosures of directors’ remuneration specified by law are not made; or • we have not received all the information and explanations we require for our audit; or • a corporate governance statement has not been prepared by the company. Corporate governance statement We have reviewed the directors’ statement in relation to going concern, longer-term viability and that part of the Corporate Governance Statement relating to the group’s compliance with the provisions of the UK Corporate Governance Code specified for our review by the Listing Rules. Based on the work undertaken as part of our audit, we have concluded that each of the following elements of the Corporate Governance Statement is materially consistent with the financial statements or our knowledge obtained during the audit: • the directors' statement with regards to the appropriateness of adopting the going concern basis of accounting and any material uncertainties identified set out on page 66; • the directors’ explanation as to their assessment of the company’s prospects, the period this assessment covers and why the period is appropriate set out on page 66; • the directors’ statement on whether they have a reasonable expectation that the company will be able to continue in operation and meets its liabilities set out on page 66; • the directors' statement on fair, balanced and understandable set out on page 65; • the board’s confirmation that it has carried out a robust assessment of the emerging and principal risks set out on page 51; • the section of the annual report that describes the review of the effectiveness of risk management and internal control systems set out on page 79; and • the section describing the work of the audit committee set out on page 78. J D WETHERSPOON PLC ANNUAL REPORT AND FINANCIAL STATEMENTS 2025 61 INDEPENDENT AUDITORS’ REPORT Responsibilities of directors As explained more fully in the directors’ responsibilities statement set out on page 65, the directors are responsible for the preparation of the financial statements and for being satisfied that they give a true and fair view, and for such internal control as the directors determine is necessary to enable the preparation of financial statements that are free from material misstatement, whether due to fraud or error. In preparing the financial statements, the directors are responsible for assessing the company’s ability to continue as a going concern, disclosing, as applicable, matters related to going concern and using the going concern basis of accounting unless the directors either intend to liquidate the company or to cease operations, or have no realistic alternative but to do so. Auditor’s responsibilities for the audit of the financial statements Our objectives are to obtain reasonable assurance about whether the financial statements as a whole are free from material misstatement, whether due to fraud or error, and to issue an auditor’s report that includes our opinion. Reasonable assurance is a high level of assurance but is not a guarantee that an audit conducted in accordance with ISAs (UK) will always detect a material misstatement when it exists. Misstatements can arise from fraud or error and are considered material if, individually or in the aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of these financial statements. Irregularities, including fraud, are instances of non-compliance with laws and regulations. The extent to which our procedures are capable of detecting irregularities, including fraud, is detailed below: • We obtained an understanding of the legal and regulatory frameworks applicable to the Company and determined that the following laws and regulations were most significant: UK-adopted international accounting standards, IFRIC Interpretations, Companies Act 2006, Listing Rules and the UK Corporate Governance Code; • Additionally, we conducted enquiries regarding known or suspected fraud with management, the board of directors, the finance team, Head of Legal and the Audit Committee and assessed the company's policies and procedures for compliance with laws, detection of fraud risks, and the establishment of internal controls; • We obtained an understanding of how the company is complying with those legal and regulatory frameworks by making enquiries of management, those responsible for legal and compliance procedures and the company secretary. Our findings were corroborated by review of the board minutes and papers provided to the Audit Committee; • We assessed the susceptibility of the company’s financial statements to material misstatement, including how fraud might occur. Audit procedures performed by the engagement team included: - Obtaining an understanding of how those charged with governance considered and addressed the potential for override of controls or other inappropriate influence over the financial reporting process; - Challenging assumptions and judgements made by management in its significant accounting estimates; - Identifying and testing journal entries with a focus on journals indicating large or unusual transactions or account combinations based on our understanding of the business, including material journal entries impacting the profit and loss accounts as well as journal entries posted by key management personnel; - Applying audit data analytics techniques across the revenue population to match revenue recorded to cash receipts and investigating and corroborating any unexpected exceptions; - Applying audit data analytics techniques across the costs of goods sold population to match revenue recorded to cost of goods sold and investigating and corroborating any unexpected exceptions; - Assessing matters reported through the company’s whistleblowing programme and the results of management’s investigation of such matters; and - Identifying and assessing the design and implementation of controls management has in place to prevent and detect fraud. • These audit procedures were designed to provide reasonable assurance that the financial statements were free from fraud or error. The risk of not detecting a material misstatement due to fraud is higher than the risk of not detecting one resulting from error and detecting irregularities that result from fraud is inherently more difficult than detecting those that result from error, as fraud may involve collusion, deliberate concealment, forgery or intentional misrepresentations. Also, the further removed non-compliance with laws and regulations is from events and transactions reflected in the financial statements, the less likely we would become aware of it; • We communicated relevant laws and regulations and potential fraud risks to all engagement team members, including internal specialists, and remained alert to any indications of fraud or non-compliance with laws and regulations throughout the audit; and 62 ANNUAL REPORT AND FINANCIAL STATEMENTS 2025 J D WETHERSPOON PLC INDEPENDENT AUDITORS’ REPORT • The engagement partner assessed the appropriateness of the collective competence and capabilities of the engagement team, by considering the engagement team’s understanding of, and practical experience with, audit engagements of a similar nature and complexity. We communicated relevant laws and regulations and potential fraud risks to all engagement team members and remained alert to any indications of fraud or non-compliance with laws and regulations throughout the audit. A further description of our responsibilities for the audit of the financial statements is located on the Financial Reporting Council’s website at: www.frc.org.uk/auditorsresponsibilities. This description forms part of our auditor’s report. Other matters which we are required to address We were appointed by the shareholders at the Annual General Meeting (AGM) on 21 November 2024 to audit the financial statements for the 52 weeks ending 27 July 2025. Our total uninterrupted period of engagement is 8 years, covering the years ended 29 July 2018 to 27 July 2025. The non-audit services prohibited by the FRC’s Ethical Standard were not provided to the company and we remain independent of the company in conducting our audit. Our audit opinion is consistent with the additional report to the audit committee. Use of our report This report is made solely to the company’s members, as a body, in accordance with Chapter 3 of Part 16 of the Companies Act 2006. Our audit work has been undertaken so that we might state to the company’s members those matters we are required to state to them in an auditor’s report and for no other purpose. To the fullest extent permitted by law, we do not accept or assume responsibility to anyone other than the company and the company’s members as a body, for our audit work, for this report, or for the opinions we have formed. Stephen Osborne FCA Senior Statutory Auditor for and on behalf of Grant Thornton UK LLP Statutory Auditor, Chartered Accountants London 2 October 2025 J D WETHERSPOON PLC ANNUAL REPORT AND FINANCIAL STATEMENTS 2025 63 NON-EXECUTIVE MANAGEMENT EMPLOYEE EXECUTIVE BOARD ASSOCIATE EMPLOYEE DIRECTORS BOARD DIRECTORS DIRECTORS DIRECTOR S DIRECTORS AND OFFICERS Tim Martin, Chairman, aged 70 John Hutson, Chief Executive Officer, aged 60 Founded the Company in 1979, having previously studied law at Joined in 1991 and was appointed to the board in 1996. He is a Nottingham University and qualified as a barrister. He became graduate of Exeter University. chairman in 1983. Ⓑ Ⓜ Ⓑ James Ullman, Personnel and Retail Auditor Director, aged 54 Ben Whitley, Finance Director, aged 47 Joined in 1994 and was appointed to the board in 2022. He is a Joined in 1999 and was appointed to the board in 2015. He is a graduate of Brighton University and Birmingham City University. graduate of Durham University and qualified as a chartered He became a chartered internal auditor in 2011. management accountant in 2012. Ⓑ Ⓜ Ⓑ Ⓜ Hudson Simmons, Employee Director, aged 53 Deborah Whittingham, Employee Director, aged 56 Joined in 1997 and was appointed to the board in 2021 and is Joined in 1992 and was appointed to the board in 2021. She is area manager for the Sheffield area. He is a graduate of regional manager for the West Midlands. Nottingham Trent University. Ⓑ Ⓑ Ben Thorne, Senior Independent Director, aged 66 Harry Morley Non-Executive Director, aged 60 Appointed to the board in 2020, he is the senior independent Appointed to the board in 2016 and is chair of the audit committee. director and chair of the nomination committee. He is a graduate He is a graduate of Oxford University. He is a non-executive of Westminster University. He qualified as a solicitor in 1985. He is director of Cadogan Group Limited and of Schroder Mid Cap Fund a consultant to Zeus Capital. plc. He is a trustee of the Ascot Authority. He qualified as a chartered accountant in 1991. Ⓑ Ⓐ Ⓝ Ⓡ Debra van Gene, Non-Executive Director, aged 71 Ⓑ Ⓐ Ⓝ Ⓡ Appointed to the board in 2006 and is chair of the remuneration committee. She is a graduate of Oxford University. She has previously been a partner at Heidrick and Struggles Inc and a commissioner with the Judicial Appointments Commission. Ⓑ Ⓐ Ⓝ Ⓡ Nigel Connor, Company Secretary and Legal Director, aged 56 David Capstick, IT Director, aged 64 Joined in 2009 and was appointed company secretary in 2014. He Joined in 1998 and was appointed to the management board in is a graduate of Newcastle University and qualified as a solicitor in 2003. He is a graduate of the University of Surrey. 1997. Ⓜ Ⓑ Ⓜ Martin Geoghegan, Operations Director, aged 56 Paul Brimmer, Purchasing Director, aged 50 Joined in 1994 and was appointed as operations director in 2004. Joined in 2006 and was appointed to the management board in Ⓜ 2022. He became a member of the Chartered Institute of Michael Barron, Commercial Director, aged 39 Procurement and Supply in 2002. Joined in 2011 and was appointed to the management board in Ⓜ 2022. He is a graduate of Sheffield University and qualified as a Jonanthan Yates, Marketing Director, aged 50 chartered accountant in 2010. Joined in 2004 and was appointed to the management board in Ⓜ 2024. He is a graduate of the University of Manchester and Tom Ball, People Director, aged 49 postgraduate of Leeds University Business School. Joined in 2009 and was appointed to the management board in Ⓜ 2022. He is a graduate of Bournemouth University. Ⓜ Will Fotheringham, Associate Employee Director, aged 50 Emma Gibson, Associate Employee Director, aged 38 Joined in 1998. Appointed as an associate employee director in Joined in 2004. Appointed as an associate employee director in 2021. He is general manager for northwest England and north 2021. She is pub manager of The Imperial, Exeter. Wales. Key Board Management Audit Nomination Remuneration Ⓑ Ⓜ Ⓐ Ⓝ Ⓡ member board committee committee committee 64 ANNUAL REPORT AND FINANCIAL STATEMENTS 2025 J D WETHERSPOON PLC DIRECTORS’ REPORT Directors There are no other significant agreements to which The directors of the Company who were in office during the Company is party which may be subject to change-of- the year and up to the date of signing the financial control provisions. statements are listed on page 64. There are no agreements with the Company’s directors or Dividends employees which provide for compensation for loss of The board proposes, subject to shareholders’ consent, office or employment which occurs because of a takeover to pay a final dividend of 8.0p (2024: 12.0p) per share, bid. on 27 November 2025, to those shareholders on the register on 24 October 2025, giving a total dividend for Statement of directors’ responsibilities the year of 12.0p per share. The directors are responsible for preparing the annual report, the directors’ remuneration report and the financial Return of capital statements, in accordance with applicable law and At the annual general meeting of the Company, held on regulations. 21 November 2024, the Company was given authority to make market purchases of up to 18,543,329 of its own Company law requires the directors to prepare financial shares. During the year to 27 July 2025, 4,833,478 shares statements for each financial year. Under that law, the were purchased for share-based payments and directors have elected to prepare the financial statements 10,579,081 purchased for cancellation. in accordance with international accounting standards in conformity with the requirements of the Companies Act Directors’ interest in contracts 2006. Under company law, the directors must not approve No director has any material interest in any contractual the financial statements unless they are satisfied that they agreement, other than an employment contract, subsisting give a true and fair view of the state of affairs and profit or during or at the end of the year, which is, or may be, loss of the Company for that period. In preparing these significant to the Company. financial statements, the directors are required to: Takeover directive disclosures ◼ select suitable accounting policies and then apply them The Company has an authorised share capital comprising consistently. 500,000,000 ordinary shares of 2p each. As at 27 July ◼ make judgements and accounting estimates which are 2025, the total issued share capital comprised reasonable and prudent. 113,043,115 fully paid-up shares of 2p each. The rights to ◼ state whether applicable UK-adopted international these shares are set out in the Company’s articles of accounting standards (IASs) in accordance with the association. There are no restrictions on the transfer of requirements of the Companies Act 2006 have been followed, subject to any material departures disclosed and these shares or their attached voting rights. Details of explained in the financial statements. significant shareholdings at year end and as at 27 July ◼ prepare the financial statements on the going-concern 2025 are given on page 81. basis, unless it is inappropriate to presume that the Company will continue in business. No person holds shares with specific rights regarding control of the Company. The directors are responsible for keeping adequate accounting records which are sufficient to show and The Company operates an employee share incentive plan. explain the Company’s transactions and disclose with However, no specific rights with respect to the control of reasonable accuracy at any time the financial position of the Company are attached to these shares. In addition, the the Company and to enable them to ensure that the Company operates a deferred bonus scheme, whereby, financial statements and the directors’ remuneration report should a takeover occur, all shares held in trust would be comply with the Companies Act 2006. They are also transferred to the employee immediately. responsible for safeguarding the assets of the Company and hence for taking reasonable steps for the prevention The Company is not aware of any agreements among and detection of fraud and other irregularities. holders of securities known to the Company which may The directors confirm that: result in restrictions on the transfer of securities or voting rights. ◼ so far as each director is aware, there is no relevant audit information of which the Company’s auditor is The Company has the power to issue and buy back shares unaware. ◼ they have taken all of the steps which they ought to as a result of resolutions passed at the annual general have, as directors, to make themselves aware of any meeting in 2024. It is the Company’s intention to renew relevant audit information and to establish that the these powers; the resolutions approving them are found in Company’s auditor is aware of that information. the notice of the annual general meeting for 2025. The directors are responsible for preparing the annual In the event of a change of control, the Company is obliged report in accordance with applicable law and regulations. to notify its main bank lenders. The lenders shall not be The directors consider that the annual report and financial obliged to fund any new borrowing requests; facilities will statements, taken as a whole, provide the information lapse 10 days after the change of control, if the terms on necessary to assess the Company’s performance, which they can continue have not been agreed on. business model and strategy and are fair, balanced and Any borrowings, including accrued interest, will become understandable. immediately repayable on such lapse. J D WETHERSPOON PLC ANNUAL REPORT AND FINANCIAL STATEMENTS 2025 65 DIRECTORS’ REPORT The directors are responsible for the maintenance and The directors’ assessment has been made with reference integrity of the corporate and financial information included to the Company’s current position, financial plan and its on the Company’s website. Legislation in the United principal risks and uncertainties set out on pages 51–52, Kingdom governing the preparation and dissemination of specifically economic, regulatory, reputational and interest- financial statements may differ from legislation in other rate risks. The details of these risks and uncertainties are jurisdictions. the result of internal risk management and control processes, with further details set out in the audit To the best of our knowledge: committee’s report on pages 78. ◼ the financial statements, prepared in accordance with To assess the impact of the Company’s principal risks and UK-adopted international accounting standards, give a true uncertainties on its long-term viability, scenarios were and fair view of the assets, liabilities, financial position and applied to the Company’s financial forecasts in the form of profit or loss of the Company and the undertakings reduced like-for-like sales compared with those of FY25. It included in the consolidation taken as a whole; and is assumed that the Company’s financial plans would be adjusted in response. Such actions could include reducing ◼ the strategic report and directors’ report include a fair discretionary expenditure and/or implementing price review of the development and performance of the increases. business and the position of the Company and the undertakings included in the consolidation taken as a The directors have determined that, over the period of the whole, together with a description of the principal risks and viability assessment, there is not expected to be a uncertainties which they face. significant impact resulting from climate change. Business relations Going concern Information on the Company’s relations with customers Refer to page 43 in Accounting Policies. and suppliers is disclosed in the strategic report on page Financial instruments 50. The Company’s policy on the use of financial instruments is set out in note 21. Employment policies Information on the Company’s employment policies, Overseas branches including the appointment and replacement of directors, is The Company has an overseas branch in the Republic of disclosed in the corporate governance report on pages 79– Ireland. 80. Listing Rule 9.8.6 R Streamlined energy and carbon reporting (SECR) Information required by this rule to be disclosed (starting Environmental disclosures can be found on pages 53–55. on page indicated, if applicable): Articles of association ◼ Details of long-term incentive schemes, on pages 68-69, The Company’s articles of association may be amended ◼ Provision of services by a controlling shareholder, on only by special resolution at a general meeting of the pages 67-74, shareholders. ◼ Agreements with controlling shareholders (as complied with LR 6.2.3), on page 42, Directors’ indemnities ◼ Corporate governance (DTR 7.2.9 R), on pages 75-80. As permitted by the articles of association, the directors have the benefit of an indemnity which is a qualifying third- Future developments party indemnity provision, as defined by section 234 of the The Company intends to continue to operate pubs and Companies Act 2006. The indemnity was in force hotels throughout the UK and Ireland. The Company aims throughout the last financial year and is currently in force. to continue to provide customers with good-quality food Throughout the financial year, the Company also and drinks, served by well-trained and friendly staff, at purchased and maintained, directors and officers’ liability reasonable prices. insurance, in respect of itself and its directors. Events after the reporting period Viability statement There were no significant events after the balance sheet In accordance with provision 31 of the UK Corporate date. Governance Code 2018, the directors confirm that they have a reasonable expectation that the Company will By order of the board continue to operate and meet its liabilities, as they fall due, until the financial year ended 2028. The directors have determined that a three-year period is an appropriate time over which to assess viability, as it Nigel Connor aligns with the Company’s capital investment plans and Company Secretary gives a greater certainty over the forecasting assumptions 2 October 2025 used. 66 ANNUAL REPORT AND FINANCIAL STATEMENTS 2025 J D WETHERSPOON PLC DIRECTORS’ REMUNERATION REPORT Annual statement Pension Dear shareholder Under the aligned all-employee pension scheme introduced in 2022, executive directors received pension Salary increases and awards made to executive board contributions of 12%. The CEO and personnel & retail members this year are in accordance with the audit director received a further 4% of additional remuneration policy agreed by shareholders at the contributions because of their lengths of service. The Company’s Annual General Meeting (AGM) in November finance director received a further 2%. These additional 2023. contributions are available to all employees with over 25 years’ service with the Company. Salary In the year ending 27 July 2025 the salary of the CEO was In setting remuneration for the executive board, the increased by 2.5%. The salary of committee takes into account wider workforce the finance director was increased by 5.0% and the remuneration policies throughout the Company. Many of personnel and retail audit director’s salary was increased the elements of executive board remuneration outlined by 10.0%. above extend throughout much of the Company, at varying levels. For the coming year the committee is proposing an increase of 2.5% for the CEO. This compares with a 7.1% increase for the general workforce. The committee also proposes increases of 6.9% for the finance director and 9.0% for the personnel and retail audit director. The salaries of both of these executives are still well below the median of their peer group. Debra van Gene Chair of the Remuneration Committee Annual cash bonus 2 October 2025 Despite a profit growth year on year of 10.2%, it has been agreed with the executive board that there will be no annual bonus awarded at executive board level this year. Deferred bonus scheme As was agreed last year, this year the Committee again agreed that deferred bonus scheme (DBS) awards for the year ending July 2025 would be based solely on growth in earnings per share relative to FY2019. As a result, there will be no deferred bonus award again this year. Company share incentive plan (SIP) The Company SIP is open to all employees in the Company, at varying levels, according to each individual’s seniority and length of service. Executive directors received an amount equivalent to 25% of their salary in shares. The CEO, personnel & retail audit director, and finance director each received additional awards equivalent to 10%, 10% and 5% respectively of their salaries, because of their lengths of service. These additional awards are available to all employees with over 25 years’ service with the Company. J D WETHERSPOON PLC ANNUAL REPORT AND FINANCIAL STATEMENTS 2025 67 fdfdfds DIRECTORS’ REMUNERATION REPORT Remuneration policy The committee reviews the executive directors’ remuneration packages at least annually. The aim of the remuneration policy is to: ◼ provide attractive and fair remuneration for directors ◼ align directors’ long-term interests with those of shareholders, employees and the wider community ◼ incentivise directors to perform to a high level In agreeing on remuneration, account is taken of the pay levels at Wetherspoon, as well as those in the hospitality industry in general, along with other comparisons and reports. The committee aims to take a fair and commonsense approach. This statement of our remuneration policy was approved by shareholders at the Company’s AGM on 16 November 2023. The policy is put forward to shareholders’ for approval every three years. Component Reason Operation, maximum achievable and performance criteria Base salary Provide attractive Salaries are reviewed at least annually, with any changes normally taking effect from 1 August and fair each year. remuneration for directors. Salary increases are awarded at the discretion of the remuneration committee. When considering salary levels and whether an increase should be offered, the committee takes account of a variety of factors, including Company performance, individual performance, experience and responsibilities, market information and the level of increase being offered to other employees. Benefits Provide attractive A range of taxable benefits is available to executive directors. These benefits comprise and fair principally the provision of a car allowance, life assurance, private medical insurance and fuel remuneration expenses. for directors. In addition, an allowance equivalent to 5% of salary is paid for a set number of calls to monitor service and standards in pubs, predominantly in the evening and at weekends. This is paid quarterly. The cost of benefits provided changes in accordance with market conditions. The committee monitors the overall cost of the package periodically. Pension Provide attractive The Company does not operate any defined benefit pension schemes. and fair remuneration The Company’s pension contributions are based on length of service. The contributions for directors. detailed below are applicable to all scheme members, in pub and head-office positions, including directors, subject to minimum employee contributions being satisfied. Length of service Company pension contribution (%) Less than one year 3 Over one year 4 Over five years 5 Over 10 years 6 Over 15 years 8 Over 20 years 12 After 25 years’ service, all employees in the Company, including executive directors, receive additional pension payments of 2% of their salary. This rises by a further 2% after each additional five years’ service. Executive directors may receive a salary supplement in lieu of pension, at the discretion of the remuneration committee. Annual bonus Incentivise Annual bonus payments are paid in cash, at the discretion of the remuneration committee. plan directors to perform to a high The bonus is based on profit growth, multiplied by a factor of 1.5 and paid to a maximum of level. 45% of salary. Profit growth is calculated on profit before tax, property gains/losses and separately disclosed items. 68 ANNUAL REPORT AND FINANCIAL STATEMENTS 2025 J D WETHERSPOON PLC DIRECTORS’ REMUNERATION REPORT Component Reason Operation, maximum achievable and performance criteria Share incentive Align directors’ The SIP allocates shares equivalent to 5% of salary to all Company employees after an 18- plan (SIP) interests with month qualifying period. Shares do not vest for at least three years under this plan – and tax- those free returns are possible, if shares are held for five years or more. of shareholders, employees and The Company offers extra shares under this scheme to some employees: the wider pub managers receive an extra 5% annual award; head-office staff 10–15%; directors, community. including executive board directors, 20%. After 25 years’ service, all employees, including directors, receive additional SIPs of 5% of salary. This rises by a further 5% after each additional five years’ service. Awards under this scheme are not based on financial or other targets. The Company believes that excessive use of financial targets can lead to distortions in companies’ behaviour and that it is important for there to be some share awards which can be accumulated gradually, the value of which depends on the overall success of the Company. The aim is for all employees to be able to accumulate shares over time, to encourage loyalty and joint purpose. Awards are made twice yearly throughout the Company. Directors must be in office when the shares vest. If changes are made to SIPs which apply to all employees in the schemes, these may be applied to executive directors, at the discretion of the remuneration committee. Deferred Align directors’ The Company does not operate a shareholding scheme with a minimum vesting or holding bonus scheme interests with period of five years. (DBS) those of shareholders, The deferred bonus scheme may award shares to all senior managers, including executive employees and directors. Bonus awards are made under the scheme, annually, at the discretion of the the wider remuneration committee. community Bonus awards are satisfied in shares. One-third of a participant’s shares will immediately vest to the participant on calculation of the initial award (and can be paid in cash), one-third will vest after one year and the remaining third will vest after two years. In each case, vests will be subject to the participant being employed by the Company at the release date. Performance criteria for the scheme have been simplified to be based purely on growth in earnings per share. The performance criteria for executive directors are the same as those for senior managers eligible for the scheme. Awards are made using a multiple based on an employee’s grade. The maximum bonus to be earned under the scheme is 100% of annual salary. Awards for the year ending July 2025 will be based on earnings per share performance relative to the year ending July 2019 rather than July 2024. That target will remain in place until it is surpassed, at which point the target becomes the previous year’s performance. Any changes made to the deferred bonus scheme for eligible senior managers may be applied to executive directors, at the discretion of the remuneration committee. Non-executive Provide attractive The fees paid to non-executive directors are determined by the executive board, taking directors’ fees and fair account of the level of fees for similar positions in the market and the time commitment which remuneration each non-executive director makes. for directors. The non-executive directors receive no other remuneration or benefits from the Company. J D WETHERSPOON PLC ANNUAL REPORT AND FINANCIAL STATEMENTS 2025 69 DIRECTORS’ REMUNERATION REPORT Shareholdings Approach to recruitment remuneration Executive directors are required to maintain a minimum When agreeing on components of a remuneration package shareholding. Minimum holding requirements, which for incoming directors, the remuneration committee takes include shares awarded which have not yet vested, are set into account individual’s experience, the nature of the role by the remuneration committee for each director and being offered and their existing remuneration package. reviewed every three years, when the remuneration policy is reviewed. Relocation expenses or allowances may be paid, as appropriate. To the extent that any executive director holds under the required number of shares, at least 50% of any shares The committee may, at its discretion, offer cash, share- from the share incentive plan must be retained, until the based elements or additional pension contributions, as required shareholding is attained. necessary, to secure an appointment, although it does not usually do so. Shareholders will be informed of any such On ceasing to be an executive director, a minimum holding payments at the time of appointment. of 50% of the previous requirement must be maintained for a minimum period of 12 months. Our main principle is that payments made to prospective directors as compensation for loss of benefits at a previous This guideline applies to shares which vest following the Company are inherently unfair, since it would be extremely adoption of this guideline. Any shares purchased by rare for anyone below board level to receive this sort of executives would not be subject to the guideline. compensation. The application of the minimum shareholding requirement Chairman and directors’ service contracts is at the discretion of the remuneration committee. The executive directors are employed on rolling contracts, requiring the Company to give up to one year’s notice of The current minimum shareholding requirements are 200% termination, while the director may give six months’ notice. 1 of base salary , calculated on a £15.71 share price at the start of FY19, when this holding requirement was In the event of gross misconduct, the Company may introduced. terminate a director’s employment without notice or compensation. In the event of termination of employment Number of shares with the Company, without the requisite period of notice, Minimum Shares held Requirement 1 as at 27 July 2025 2 executive directors’ service contracts provide for the payment of a sum equivalent to the net value of salary and B Whitley 28,000 65,414 benefits to which the executive would have been entitled J Hutson 76,000 329,031 during the notice period. 3 J Ullman 22,916 74,813 The Company’s policy on termination payments, in the T Martin 41,000 30,382,253 event of a director’s departure, is as follows: 1 Base salary is as per the date that the policy was agreed 2 As per directors and connected persons’ interests in ◼ The Company will seek to ensure that no more is paid shares in the table on page 73. than is warranted in each individual case. 3 Base salary for newly appointed directors Is to use the ◼ Salary payments will be limited to notice periods. basic salary at the time of appointment, at the share price ◼ There is no entitlement to bonus paid (or associated of £15.71 deferred shares or SIPs) following notice of termination. ◼ The committee’s normal policy is that, where the Difference between the policy for directors and that for individual is considered a ‘good leaver’, a prorated bonus employees may be paid. Members of the wider management team may receive ◼ The Company may enable the provision of outplacement each of the components of remuneration awarded to the services to a departing director. executive directors, although the amounts due for each The executive is required to mitigate their loss and such component may vary, depending on their level of seniority. mitigation may be taken into account in any payment made. The Company’s policies on the duration of directors’ Non-executive directors are not entitled to any component, service contracts, notice periods and termination payments other than fees. The Company’s wider employee are all in accordance with industry best practice. population will receive remuneration which is considered appropriate to their level of responsibility and performance. The commencement dates for executive directors’ service contracts are as follows: Withholding and recovery of awards Awards made under the bonus scheme and the deferred Tim Martin – 20 October 1992 bonus scheme may be reclaimed, in exceptional John Hutson – 4 September 1996 circumstances of misstatement or misconduct. Ben Whitley – 2 November 2015 James Ullman – 4 May 2022 The remuneration committee, using their judgement can stop bonuses from being paid and prevent share awards All executive directors will be standing for re-election at the from vesting. AGM. Their current service contracts do not have an explicit expiry date. 70 ANNUAL REPORT AND FINANCIAL STATEMENTS 2025 J D WETHERSPOON PLC DIRECTORS’ REMUNERATION REPORT Non-executive directors The performance bonus values include: The non-executive directors hold their positions, pursuant ◼ the cash bonus which may be achievable. to letters of appointment dated 1 November 2023, with a term of 12 months. ◼ an average achieved in respect of the deferred bonus scheme over the last five years In the case of ‘expected’, If their appointment is terminated early, non-executive an average percentage achieved over the seven years directors are entitled to the fees to which they would have before FY20, FY23, FY24 and FY25 have been used. been entitled up to the end of their term. They do not Retirement policy participate in the Company’s bonus or share schemes. The Company does not have a mandatory retirement age. Their fees are determined by the executive directors, Employees wishing to retire should be aged at least 55 following consultation with professional advisers, as years at the date of leaving (the minimum age a person appropriate. can access a workplace pension) and serve their contractual notice period. Retiring employees are Employee directors permitted to retain any unvested shares held in any Employee directors hold their positions, pursuant to letters Company scheme. of appointment dated 9 December 2021, with a term of three years. Consideration of shareholders’ views Any views in respect of directors’ remuneration expressed External appointments to the Company by shareholders have been, and will be, Executive directors are not allowed to take external taken into account in the formulation of the directors’ appointments without the prior consent of the Company. remuneration policy The Company has not released any executive directors to serve as non-executive director elsewhere. Illustration of the application of the remuneration policy The charts below set out the composition of the chairman and executive directors’ remuneration packages in £000, . at a minimum, a reasonable expectation target and as a possible maximum: Tim Martin Maximum 100% £340 Expected 100% £340 Minimum 100% £340 £0 £100 £200 £300 John Hutson Maximum 41% 15% 11% £2,105 Expected 53% 4% 32% £1,666 Minimum 78% 22% £1,099 £0 £400 £800 £1,200£1,600£2,000£2,400 Ben Whitley Maximum 40% 15% 12% £863 Expected 51% 5% 13% £680 Minimum 77% 23% £444 £0 £200 £400 £600 £800 £1,000 James Ullman Maximum 40% 17% 11% £687 Expected 54% 5% 32% £547 Minimum 80% 20% £368 £0 £200 £400 £600 £800 Fixed Performance Bonus Other items The fixed annual values include: ◼ fixed annual salary, benefits and allowances, in line with those outlined in the policy section, and based on the salaries applicable as at 27 July 2025. J D WETHERSPOON PLC ANNUAL REPORT AND FINANCIAL STATEMENTS 2025 71 DIRECTORS’ REMUNERATION REPORT Annual report on remuneration The table below sets out in a single figure the total amount of remuneration awarded to each director for the year ended 27 July 2025. Single-figure table – audited Taxable Performance Share Pension Salary/fees 1 2,4 2 3 Total Total fixed Total variable benefits bonus incentive plan contributions 2025 2024 2025 2024 2025 2024 2025 2024 2025 2024 2025 2024 2025 2024 2025 2024 £000 £000 £000 £000 £000 £000 £000 £000 £000 £000 £000 £000 £000 £000 £000 £000 Executive directors J Hutson 694 677 56 52 – 10 240 230 110 108 1,100 1,077 860 837 240 240 B Whitley 289 275 35 31 – 4 85 66 36 35 445 411 360 341 85 70 J Ullman 220 200 30 27 – 3 73 57 43 28 366 315 293 255 73 60 1,203 1,152 121 110 – 17 398 353 189 171 1,911 1,803 1,513 1,433 398 370 Non-executive directors and chairman T R Martin 324 324 15 15 – – – – 339 339 339 339 – – B Thorne 59 56 – – – – – – 59 56 59 56 – – D van Gene 59 56 – – – – – – 59 56 59 56 – – H Morley 59 56 – – – – – – 59 56 59 56 – – D Whittingham 8 8 – – – – – – 8 8 8 8 – – H Simmons 8 8 – – – – – – 8 8 8 8 – – 517 508 15 15 – – – 532 523 532 523 – – Total 1,720 1,660 136 125 – 17 398 353 189 171 2,443 2,326 2,045 1,956 398 370 1) Taxable benefits include car allowances and a contribution towards rail travel for Tim Martin, as well as private health, device allowance and fuel expenses for executive directors. In respect of the element for pub visits made to monitor standards, 5% was paid, in line with policy. 2) The resultant percentages against each of the bonus measures achieved are shown below. Details of targets applicable during the year are disclosed in the directors’ remuneration policy statement. These items are awarded to the executive directors only. The share incentive plan refers to SIPs awarded during the period as part of the employee share scheme. This was previously referred to as ‘other items’. Further information can be found in the remuneration policy on pages 68-69. Maximum Awarded B Whitley J Hutson J Ullman % % £ £ £ Profit growth 45% 0.0% - - - Total performance bonus 45% 0.0% - - - Employee share scheme 25% 25% 70,455 171,269 52,484 1 Employee share scheme – long service 5% 5% 14,091 - - 2 Employee share scheme – long service 10% 10% - 68,509 20,994 3 Deferred bonus scheme 100% 0% - - - Total performance bonus and other items 84,546 239,778 73,478 1 Ben Whitley received an additional 5%, as he has completed 25 years’ service with the Company. 2 John Hutson and James Ullman received an additional 10%, as each has completed 30 years’ service with the Company. 3 As per the remuneration policy on page 69, the DBS vests in three tranches. 3) Existing executive directors receive either pension contributions, equivalent to 12% of salary, to the stakeholder pension plan or salary in lieu of pension contributions. Additional pension payments are made, equivalent to 2% of salary for 25-29 years’ service, a further 2% for 30-34 years’ service and so on for every additional five years’ service. John Hutson, Ben Whitley and James Ullman took, in salary, the portion of their Company pension contribution which was above the annual cap. 4) Performance bonus for 28 July 2024 has been restated to show figures on an ‘award basis’. The prior year disclosure included performance bonuses awarded in financial year 2023 of £89,000, that were paid within financial year 2024. 72 ANNUAL REPORT AND FINANCIAL STATEMENTS 2025 J D WETHERSPOON PLC B Whitley J Hutson J Ullman 1 Share incentive plan includes shares granted in October 2024 and March 2025. These where awarded at an average share price of £6.43, three days before grant; shares will vest three years after grant. All awards have no further performance conditions attached, except to be employed by the Company at the vesting date. Partnership shares Partnership shares are shares which can be purchased by individuals who work in the Company for a duration of time. John Hutson, Ben Whitley and Deborah Whittingham are participants of the partnership share scheme, each acquiring 272 Value of hypothetical £100 holding (£) DIRECTORS’ REMUNERATION REPORT Share scheme awards in the year – audited Number of shares Fair value in £ Jul-08 Jul-09 Share Deferred Share Deferred Jul-10 incentive Jul-11 1 plan Jul-12 Jul-13 bonus scheme Jul-14 Jul-15 incentive bonus Total plan scheme Total 13,396 – 13,396 84,546 – 84,546 37,935 – 37,935 269,777 – 269,777 11,676 – 11,676 73,478 – 73,478 63,007 – 63,007 427,801 – 427,801 Participants can elect to purchase these shares which come out of each employee’s payroll. shares in the year.The market price of the shares purchased ranged 560–780p. Directors and connected persons’ interests in shares – audited: The total interests of the directors in the shares of the Company, as at 27 July 2025, were as follows: Share incentive Deferred bonus Ordinary shares of 2p each Shares 1 plan 2 scheme 3 2025 T R Martin 30,382,253 - - 30,382,253 J Hutson 184,074 112,220 32,737 329,031 B Whitley 17,806 34,532 13,076 65,414 J Ullman 36,254 29,329 9,230 74,813 H Simmons 2,163 5,226 - 7,389 D Whittingham 6,365 11,074 4,616 22,055 B Thorne 2,050 - - 2,050 D van Gene 3,777 - - 3,777 H Morley 15,000 - - 15,000 1 Shares included are all of those vested as at 27 July 2025. 2 Share incentive plan includes unvested awarded shares under the Company’s share incentive plan. 3 Deferred bonus scheme includes tranche three of the 2023 award which has been awarded and accrued, but not yet vested. Performance graph – non-audited information This graph shows the total shareholder return (with dividends reinvested) of a holding of the Company’s shares against a hypothetical holding of shares in the FTSE All-Share Travel & Leisure sector index. The directors selected this index, as it contains most of the Company’s competitors and is considered to be the most appropriate index for the Company. Growth in the value of a hypothetical £100 holding since July 2008, based on 30-trading-day average values 700.0 620.0 540.0 460.0 380.0 300.0 220.0 140.0 60.0 JD Wetherspoon FTSE All-Share Travel and Leisure J D WETHERSPOON PLC ANNUAL REPORT AND FINANCIAL STATEMENTS 2025 Jul-16 Jul-17 Jul-18 Jul-19 Jul-20 Jul-21 Jul-22 Jul-23 Jul-24 73 Jul-25 DIRECTORS’ REMUNERATION REPORT Chief executive officer’s remuneration and 75th percentile employees. This method is called option B in The Companies (Miscellaneous Reporting) Single figure Performance bonus Scheme shares Regulation 2018. of total payment achieved vesting against remuneration against maximum maximum possible possible It is believed that using a methodology consistent with that of gender pay reporting will produce the most John Hutson £000 % % understandable ratios. 2025 1,099 - 100 1 2024 1,077 3 100 Remuneration committee 1 2023 1,710 18 100 The remuneration committee comprises the following 2022 1,017 - 100 independent directors: Debra van Gene (chair), Ben 2021 813 - 100 Thorne and Harry Morley. 2020 738 - 100 2019 1,035 10 100 The committee meets regularly and considers executive directors’ remuneration annually. It approves all 2018 1,490 29 100 contractual and compensation arrangements for the 2017 1,698 85 100 executive directors, including performance-related 2016 1,187 21 100 payments. 2015 1,202 10 100 2014 741 19 100 Shareholders’ vote on 2023 directors’ See employee share scheme details on page 69. remuneration policy 1 Restated see point 4 of single figure table above. The table below shows the voting outcomes at the 16 November 2023 AGM for the directors’ remuneration The following table compares the change in remuneration policy. of all the directors, non-executive directors and chairman Number of % of with that of all employees votes votes Change in Change in Change in For 81,130,088 90.22 annual annual taxable benefits salary bonus Against 8,454,641 9.40 % % % Abstentions 336,550 0.38 Ben Whitley 5.0 11.4 -100 Total cast 89,921,279 100.00 John Hutson 2.5 7.7 -100 James Ullman 10.0 14.3 -100 Tim Martin - 5.3 - Shareholders’ vote on 2024 directors’ Ben Thorne 3.7 - - remuneration report Debra Van Gene 3.7 - - The table below shows the voting outcomes at the 21 Harry Morley 3.7 - - November 2024 AGM for the directors’ remuneration Deborah Whittingham 3.0 - - report. Hudson Simmons 3.0 - - Number of votes % of votes All employees 7.1 35.7 -18.3 For 81,013,104 95.75 Against 3,558,619 4.20 Change in total employees’ salary is calculated based on Abstentions 40,002 0.05 the amounts paid to all employees adjusted for redundancy and employer’s national insurance payments, Total cast 84,611,725 100.00 divided by the number of hours worked by employees. The resolution at last year’s AGM seeking the re-election Comparison of increases in remuneration, of Debra van Gene received 78.39% of total votes cast. dividends and share buy-backs 2025 2024 Change The Company has stated, on numerous occasions, its view £000 £000 % that it benefits from the experience of directors who have Dividends 19,460 - served more than nine years and does not agree that it affects the individual’s independence. Share buy-backs 66,778 39,505 69 Total employee remuneration 838,044 786,130 6.6 The Company has continued to engage with shareholders regarding its views on board composition and intends on Chief executive’s pay ratios The table below shows the chief executive’s total doing so in the future. remuneration, as disclosed in the single-figure table, compared with that of full-time equivalent employees’ median (50th), 25th and 75th percentiles in the UK. By order of the board Pay ratios table Nigel Connor Year Method 25th 50th 75th Company Secretary 2025 Option B 49:1 47:1 43:1 2024 Option B 52:1 50:1 45:1 2 October 2025 The 2024 figures have been restated, in line with the single figure table. The Company has used the same data used for gender pay reporting to determine the median, 25th 74 ANNUAL REPORT AND FINANCIAL STATEMENTS 2025 J D WETHERSPOON PLC CORPORATE GOVERNANCE Introduction For this reason, it is believed best for the Company to This section of the report sets out how the Company has continue with its current system of ‘self-evaluation’. applied the relevant principles and provisions of the 2018 code and identifies and explains where it has not. 36 – Long-term shareholdings 1. Board leadership and Company purpose (below) To promote long-term shareholdings by executive directors 2. Division of responsibilities (pages 76-77) and to align their interests with shareholders, the code 3. Composition, succession and evaluation (page 80) requires that any share awards given to executive directors 4. Audit, risk and internal control (pages 78-79) should have a minimum vesting period of five years. The 5. Remuneration (pages 67-74). executive directors receive shares under schemes which are open to other employees and have vesting periods of Statement of compliance under five years. The Company has disclosed details of The board believes that the Company has been compliant the share award schemes in the remuneration policy on with the code throughout the 52 weeks ended 27 July pages 68–69. To promote long-term shareholding by 2025, except as described below. executive directors, the Company requires directors to hold a minimum number of shares as disclosed on page 70. 3 – Dialogue with shareholders Restrictions are in place on the sale of shares, if directors have not achieved the minimum holding. The code indicates that the chairman should discuss governance and strategy with major shareholders. The 38 – Alignment of pension contribution rates of executive chairman has had many discussions with shareholders directors with wider workforce since the Company’s flotation in 1992, although corporate governance has rarely been raised. The majority of The code states that pension contribution rates for discussions with major shareholders now takes place executive directors and payments in lieu, should be among the CEO, finance director and shareholders. These aligned with those available to the workforce. As set discussions are relayed to, and considered by, the board. out in the 2020 remuneration policy, the Company took The chairman is available for discussion with major the decision that existing executive directors would shareholders, when requested. continue to receive 12% of base salary on the basis that it had never been excessive, is lower than the average 10 – Non-executive directors’ independence for a FTSE 250 company and is not disproportionate to that of the wider workforce. In August 2022, the Company Debra van Gene has served more than nine years on the changed its employee pension policy to reward long board and so may not be considered independent under service, rather than being based on rank/job title. As the the code. The board considers that her performance as a relevant executive directors have the required long-service non-executive director continues to be effective. entitlements, their existing pension contributions are now aligned with the policy applicable to the wider workforce. She contributes significantly as a director through her individual skills, considerable knowledge and experience of A full version of the code is available on the official website the Company. She demonstrates strong independence in of the Financial Reporting Council: frc.org.uk how she discharges her responsibilities. Consequently, the board has concluded that, despite the length of tenure, Board leadership and Company’s purpose there is no association with management which could compromise her independence. The board of directors ◼ Tim Martin, Chairman 19 – Chairman’s term ◼ John Hutson, Chief Executive Officer ◼ Ben Whitley, Finance Director Tim Martin has served more than nine years as chairman ◼ James Ullman, Personnel and Retail Auditor Director of the board. The board considers that his considerable ◼ Debra van Gene, Non-Executive Director knowledge and experience from founding the Company ◼ Harry Morley, Non-Executive Director and leading it for over 40 years have had a positive effect ◼ Ben Thorne, Non-Executive and Senior Independent on its performance. Director ◼ Deborah Whittingham, Employee Director The board believes that it is in the interest of the Company ◼ Hudson Simmons, Employee Director and its shareholders for Tim Martin to remain as chairman. Will Fotheringham and Emma Gibson attend board 21 – External board evaluation meetings in their capacity as associate employee directors. A requirement of corporate governance is a The board considers each of Debra van Gene, Ben Thorne recommendation for a third party to evaluate the and Harry Morley to be independent. functioning of the board. Delegation of a key task of the chairman and of the directors of the board itself to a third Biographies of all board directors are on both page 64 and party, often with little or no connection with the Company’s the Company’s website: jdwetherspoon.com business and with a very limited knowledge of the directors, may be a dangerous step for a board to take. It is the function of the board itself to evaluate its own The chairman meets non-executive directors regularly and performance – and that performance is most evident from evaluates the performance of the board, its committees the results of the underlying business. and its individual directors. J D WETHERSPOON PLC ANNUAL REPORT AND FINANCIAL STATEMENTS 2025 75 CORPORATE GOVERNANCE ◼ Operating budgets The Company’s purpose and how it establishes its values  Approval of a budget for investments and capital and culture through engagement with employees are projects disclosed on page 49.  Changes in major supply contracts Directors’ conflicts of interest ◼ Finance  Raising new capital and confirmation The board expects the directors to declare any conflicts of of major facilities interest and does not believe that any material conflicts of  The entry into asset-financing transactions interest exist.  Specific risk-management policies, including insurance, hedging and borrowing limits Relations with shareholders  Final approval of annual and interim accounts and The board ensures that all of its members are kept aware accounting policies of both the views of major shareholders and changes in  Appointment of external auditors the major shareholdings of the Company. Efforts made to ◼ Legal matters accomplish effective communication include:  Institution of legal proceedings, where costs ◼ Annual general meeting, considered to be an important exceed certain values forum for shareholders to raise questions with the board ◼ Secretarial ◼ Regular feedback from the Company’s stockbrokers  Call of all shareholders’ meetings  Delegation of board powers ◼ Interim, full and ongoing announcements circulated to  Disclosure of directors’ interests shareholders ◼ General ◼ Any significant changes in shareholder movement being  Board framework of executive notified to the board by the company secretary, when remuneration and costs necessary Culture and values ◼ The company secretary maintaining procedures and The board monitors the culture and the values of the agreements for all announcements to the stock market Company in several ways: ◼ A programme of regular meetings between investors  Appointing employee directors to the board and Company directors  Meeting and talking to employees from the pubs during pub visits, regional meetings and at weekly head-office meetings Matters reserved for the board  Area managers attending the opening section of board meetings to discuss issues relating to pub The following matters are reserved for the board: operations and the Company generally  Reviewing the outcome of weekly discussion ◼ Board and management meetings of selected pub and area managers led  Structure and senior management responsibilities by senior Company employees  Nomination of directors  Reviewing whistleblowing reports and outcomes  Appointment and removal of chairman and via the audit committee company secretary Division of responsibilities ◼ Strategic matters  Strategic, financing or adoption of new business It is not helpful, in a company like Wetherspoon, for there plans, in respect of any material aspect of the to be high barriers or exaggerated distinctions between the Company role of chairman and that of chief executive officer. ◼ Business control  Agreement of code of ethics and business practice However, some general distinctions are outlined overleaf  Internal audit  Authority limits for heads of department 76 ANNUAL REPORT AND FINANCIAL STATEMENTS 2025 J D WETHERSPOON PLC CORPORATE GOVERNANCE Chairman’s responsibility Chief executive officer’s responsibility The chairman is responsible for the smooth running of The chief executive officer is responsible for the smooth daily the board and ensuring that all directors are fully running of the business informed of matters relevant to their roles Delegated responsibility of authority from the Company to Developing and maintaining effective management controls, exchange contracts for new pubs and to sign all contracts planning and performance measurements with suppliers Providing support, advice and feedback to the chief Maintaining and developing an effective organisational structure executive officer Supporting the Company’s strategy and encouraging the External and internal communications, in conjunction with the chief executive officer with that strategy’s development chairman, on any issues facing the Company Chairing general meetings, board meetings, operational Implementing and monitoring compliance with board policies meetings and agreeing on board agendas and ensuring that adequate time is available for discussion of agenda items Management of the chief executive officer’s contract, Timely and accurate reporting of the above to the board appraisal and remuneration, by way of making recommendations to the remuneration committee Providing support to executive directors and senior Recruiting and managing senior managers in the business managers of the Company Helping to provide the ‘ethos’ and ‘vision’ of the Developing and maintaining effective risk-management Company, after discussions and debates with employees and regulatory controls of all levels, customers and shareholders. Helping to provide information on customers and Maintaining primary relationships with shareholders and investors employees’ views by calling on pubs Helping to make directors aware of shareholders’ Chairing the management board responsible for implementing the concerns Company’s strategy Helping to ensure that a culture of openness and debate exists in the Company Ensuring compliance with the London Stock Exchange and legal and regulatory requirements, in consultation with the board and the Company’s external advisers The board has several established committees as set out below. The board met nine times during the year ending 27 July 2025. Attendance of the directors,non-executives, employee and associate employee directors where appropriate, is shown below. Board Audit Remuneration Nomination Number of meetings held in the year 9 4 3 1 Tim Martin 8 N/A N/A N/A John Hutson 8 N/A N/A 1 Ben Whitley 9 4 N/A 1 Debra van Gene 9 4 3 1 Harry Morley 8 4 3 0 Nigel Connor 9 4 N/A N/A Ben Thorne 9 4 3 1 James Ullman 9 4 N/A 1 Deborah Whittingham 9 N/A N/A N/A Will Fotheringham 9 N/A N/A N/A Hudson Simmons 8 N/A N/A N/A Emma Gibson 9 N/A N/A N/A J D WETHERSPOON PLC ANNUAL REPORT AND FINANCIAL STATEMENTS 2025 77 CORPORATE GOVERNANCE Audit, risk and internal control ◼ The provision for the impairment of fixed assets – several judgements are used in making this calculation, Audit committee The committee’s primary role is to assist the board primarily on expected future sales and profits. The in the provision of effective governance over the committee received reports and questioned management Company’s financial reporting, risk management and on the calculations made and the assumptions used internal control; in particular, it performs the ◼ Significant one-off items of expense or income are following activities: reported as separately disclosed on the face of the income statement. All separately disclosed items are reviewed by ◼ Assumes direct responsibility for the appointment, the committee compensation, resignation and dismissal of the external auditors, including review of the external audit, its cost and ◼ The committee reviewed the financial plans, modelled effectiveness scenarios and assumptions made by the Company in support of the presentation of the financial statements on a ◼ Reviews the independence of the external auditors, going concern basis including consideration of the level of non-audit work carried out by them Non-audit services During the year, the Company made no use of specialist ◼ Reviews the scope and nature of the work to be teams from Grant Thornton UK LLP, relating to accounting performed by the external auditors, before the audit or tax services. The fees paid to Grant Thornton UK LLP commences for non-audit services were £76,000 (2024: £72,000), ◼ Reviews the half-year and annual financial statements relating to interim review procedures. The use of Grant Thornton UK LLP for non-audit work is monitored regularly, ◼ Ensures compliance with accounting standards and to achieve the necessary independence and objectivity of monitors the integrity of the financial statements and the auditors. The only non-audit services provided by formal announcements relating to the financial Grant Thornton UK LLP are those that are appropriate for performance of the Company and supports the board in its the audit team to deliver. See note 2 on page 20, for a responsibility to ensure that the annual financial breakdown of the auditor’s remuneration for audit and non- statements are fair, balanced and understandable audit services. ◼ Reviews the internal audit plan, which is updated to External auditors reflect the changing needs of the business and the The audit committee is responsible for making concerns of management and the audit committee recommendations to appoint, reappoint or remove external ◼ Reviews and raises questions on all internal audit auditors. Following a review by the audit committee, the reports and requests management to adjust the board agreed to recommend, at the AGM in November prioritisation of mitigating actions, as needed. Areas 2025, the reappointment of Grant Thornton UK LLP as reviewed this year included supply chain and distribution external auditors. centre, pub closures, system security, IT, cyber-crime, changes in business environment, decline in like-for-like Audit-tendering and rotation sales volume and escalating labour costs The audit committee keeps under review the regulatory requirements on audit-tendering and rotation. ◼ Reviews, with the support of specialists as required, The Company will be required to change its audit firm for controls over access to the IT systems used around the the year ending 25 July 2038, at the latest. The audit was business and agrees with management on the timing of last tendered in 2018 – and Grant Thornton UK LLP has any mitigating actions to be carried out been in place as the Company’s auditor for eight financial ◼ Reviews and monitors procedures in relation to the periods, including this year. Company’s whistleblowing policy The disclosures provided in this report constitute the ◼ Reviews and questions the effectiveness of Company’s statement of compliance with the requirement all risk-management and internal control systems of the statutory audit services for large companies market investigation (mandatory use of competitive tender ◼ Reviews the retail audit director’s statement on processes and audit committee responsibilities) order internal controls on completed audits 2014. ◼ Considers the overall impact on the business of the Effectiveness of external auditors matters arisen from the various reviews described above The audit committee assesses the ongoing effectiveness and any other matters which the auditors, internal or of the external auditors and audit process, on the basis of external, may bring to the attention of the committee meetings and internal reviews with finance and other ◼ Ensures that all matters, where appropriate, are raised senior executives. and brought to the attention of the board In reviewing the independence of the external auditors, the audit committee considers several factors. These include Significant financial reporting items the standing, experience and tenure of the external The accounting policies of the Company and the estimates auditors, the nature and level of services provided and and judgements made by management are assessed by confirmation from the external auditors that they have the committee for their suitability. The following areas are complied with relevant UK independence standards. The those considered by the committee, to be the most terms of reference of the audit committee are available on significant: the Company’s website. 78 ANNUAL REPORT AND FINANCIAL STATEMENTS 2025 J D WETHERSPOON PLC CORPORATE GOVERNANCE Risk management The Company has an internal audit function The board is responsible for the Company’s risk- which is discharged as follows: management process. ◼ Regular audits of the Company’s stock The internal audit department, in conjunction with feedback ◼ Unannounced visits to pub sites from senior management of the business functions, ◼ Monitoring systems which control the Company’s cash produces a risk register annually. ◼ Health and safety visits, ensuring compliance with The identified risks are assessed, based on the likelihood Company procedures of a risk occurring and the potential impact to the business, should the risk materialise. ◼ Reviewing and assessing the impact of legislative and regulatory change The retail audit director determines and reviews the ◼ Risk-management process, identifying key risks facing risk-assessment process and will communicate the the business timetable annually. The Company has key controls, as follows: The audit committee reviews the risk register at each ◼ Authority limits and controls over cash-handling, meeting, with a schedule of audit work agreed on, on a purchasing commitments and capital expenditure rolling basis. The purpose of this work is to review, on behalf of the Company and the board, those key risks and ◼ A budgeting process, with a detailed 12-month operating the systems of control necessary to manage such risks. plan and a mid-term financial plan, both approved by the board Where recommendations are made for changes in ◼ Business results reported weekly, with a report systems or processes to reduce risk, internal audit will compared with budget and the previous year follow up regularly to ensure that those recommendations are implemented. ◼ Forecasts prepared regularly throughout the year, for review by the board No significant failings of internal control were identified during these reviews. ◼ Complex treasury instruments are not used. The Company, from time to time, as stated in this report and A summary of the financial risks and treasury policies can accounts, enters into swap arrangements which fix interest be found on pages 51–52, together with other risks and rates at certain levels for a number of years and enters into uncertainties. supply arrangements with fixed prices for electricity and gas, for example, which run for between one and three Emerging risks years The Company monitors emerging risks through the receipt ◼ An annual review of the amount of external insurance of advice and feedback from head office and pub staff, which it obtains, bearing in mind the availability of such customers, suppliers, and several external advisers and by cover, its costs and the likelihood of the risks involved maintaining an awareness of the wider economic, political and social environment. ◼ Regular evaluation of processes and controls, in relation to the Company’s financial reporting requirements Any potential risks identified will be discussed in the The directors confirm that they have reviewed the relevant internal meetings, where any potential impact on effectiveness of the system of internal control. the business will be considered. Any significant risks identified will be added to the Company’s risk register. Remuneration and nomination Internal control Remuneration committee During the year, the Company provided an internal audit The committee is responsible for determining the and risk-management function. The creation of a system of remuneration received by executive directors and senior internal control and risk mitigation is a key part of the managers. When setting levels of remuneration, the Company’s operations and culture. The board is committee seeks to ensure that they are sufficient to responsible for maintaining a sound system of internal attract and retain people with the necessary skills and control and reviewing its effectiveness. experience. The committee seeks to ensure that The function can only manage, rather than entirely remuneration is not excessive and is in line with amounts eliminate, the risk of failure to achieve business objectives. paid by comparable companies. In setting executive It can provide only reasonable, and not absolute, directors’ remuneration, the committee takes into account assurance against material misstatement or loss. wider workforce remuneration policies throughout the Company, with many elements extending throughout much Ongoing reviews, assessments and management of of the Company at varying levels according to seniority significant risks took place throughout the year under and service length. review and up to the date of the approval of the annual report. The remuneration policy operated as intended during the year – no changes were made and normally no discretion is applied. J D WETHERSPOON PLC ANNUAL REPORT AND FINANCIAL STATEMENTS 2025 79 CORPORATE GOVERNANCE The directors’ report on remuneration is set out on pages 67–74. The Company aims to create and maintain a working environment, terms and conditions of employment and Directors’ remuneration is clearly presented in the personnel and management practices which ensure that accounts. The remuneration policy is clearly stated, with no individual receives less favourable treatment on the the calculation of performance measures explained. The grounds of his or her race, religion or belief, nationality, remuneration policy does not rely overly on target-based ethnic origin, age, disability, gender (including gender incentives, with share awards usually given based on reassignment), sexual orientation, part-time status or profits, earnings per share and owners’ earnings growth, marital status. as well as some shares awarded without performance targets as part of a companywide scheme. However, Employees who become disabled will be retained, where during the current year no such award was given based on possible, and retrained, where necessary. such targets. The Company has established a range of policies, Awards made are predictable and within a range of values. covering issues such as diversity, employees’ well-being The remuneration committee can apply discretion in the and equal opportunities, aimed at ensuring that all application of awards. employees are treated fairly and consistently. The terms of reference of the remuneration committee are The Company has also established the following network available on the Company’s website. groups to foster discussion and generate ideas about these issues: Nomination committee ◼LGBTQIA+ The committee meets at least annually and: ◼Mental health and well-being ◼ reviews the board structure, size, diversity (including ◼Race and ethnic diversity gender), composition and successional needs, keeping ◼Women under review the balance of membership between executive and non-executive and the required blend Internal communications seek to ensure that staff are well of skills, experience, knowledge and independence informed about the Company’s progress, through the use on the board. of regular digital newsletters, and staff liaison meetings, at which employees’ views are discussed and taken into ◼ formally proposes any new executive or non-executive account. directors for the approval of the whole board, following a reasonable process for such an appointment. This includes All pub staff participate in bonus schemes related a review of skill set, industry knowledge and experience to to sales, profits, stocks and service standards. meet the strategic needs of the business. ◼ reviews the leadership and successional needs of the Approved by order of the board. organisation, with a view to ensuring the long-term success of the Company. ◼ ensures that all directors offer themselves for annual re- Nigel Connor election by shareholders. Company Secretary No director is involved in any decision about his or her own 2 October 2025 reappointment. In carrying out these activities, the non- executive directors follow the guidelines of the Chartered Governance Institute and comply with the code. The terms of reference of the nomination committee are available on the Company’s website. Employment policies Staff are encouraged to make a commitment to the Company’s success and to progress to more senior roles as they develop. In selecting, training and promoting staff, the Company has to take account of the physically demanding nature of much of its work. The Company is committed to equality of opportunity and to the elimination of discrimination in employment. 80 ANNUAL REPORT AND FINANCIAL STATEMENTS 2025 J D WETHERSPOON PLC INFORMATION FOR SHAREHOLDERS Ordinary shareholdings at 27 July 2025 Substantial shareholdings Number of % of total % of total Shares of 2p each Number shareholders shareholders shares held Up to 2,500 3,287 88.7 1,327,147 1.2 2,501–10,000 222 6.0 1,078,491 0.9 10,001–250,000 147 4.0 6,460,132 6.0 250,001–500,000 20 0.5 7,466,422 6.9 500,001–1,000,000 12 0.3 5,806,934 5.4 Over 1,000,000 19 0.5 86,203,989 79.6 3,707 100.0 108,343,115 100 Substantial shareholdings The Company has been notified of the following substantial holdings in its share capital at 27 July 2025: Number of % of ordinary share shares capital Tim Martin 29,156,323 25.8 J D Wetherspoon Company Share Plan (UK) 10,566,007 9.3 Fidelity Investments (Boston) 6,636,386 5.9 Ninety One (London) 6,383,067 5.6 Jupiter Asset Mgt (London) 5,333,365 4.7 Hargreaves Lansdown Asset Mgt (Bristol) 5,250,587 4.6 Phoenix Asset Mgt Partners (London) 4,514,748 4.0 azValor Asset Mgt (Madrid) 3,555,946 3.1 Vanguard Group (Philadelphia) 3,161,634 2.8 Interactive Investor (Manchester) 2,939,806 2.6 Source: Investec Bank plc. This schedule shows the consolidated shareholdings of individuals and companies, whereas the first table shows shareholdings by individual holding. This represents shares which have been purchased by the Company for the benefit of employees under the SIP. Please see pages 69. This includes vested shares held by employees. Share prices 29 July 24 749p Low 614p High 815p 25 July 25 791p Shareholders’ enquiries If you have a query about your shareholding, please contact the Company’s registrars directly: Computershare Investor Services plc: uk.computershare.com/investor 0370 707 1091 Annual report Paper copies of this annual report are available from the company secretary, at the registered office. E-mail: [email protected] This annual report is available on the Company’s website: investors.jdwetherspoon.com J D WETHERSPOON PLC ANNUAL REPORT AND FINANCIAL STATEMENTS 2025 81 COMPANY INFORMATION Registered office Wetherspoon House Central Park Reeds Crescent Watford WD24 4QL Company number 1709784 Registrars Computershare Investor Services plc PO Box 82 The Pavilions Bridgwater Road Bristol BS13 8AE Independent auditors Grant Thornton UK LLP Chartered Accountants and Statutory Auditors 8 Finsbury Circus London EC2M 7EA Solicitors Macfarlanes LLP 20 Cursitor Street London EC4A 1LT Bankers AIB Group (UK) p.l.c. Banco de Sabadell S.A. Barclays Bank PLC BNP Paribas Clydesdale Bank PLC Coöperatieve Rabobank U.A. Crédit Industriel et Commercial HSBC UK Bank Plc Lloyds Bank plc MUFG Bank, Ltd. National Westminster Bank Plc Santander UK plc The Governor and Company of the Bank of Ireland Financial advisers Investec Bank plc Rusche Advisors Stockbrokers Investec Bank plc 82 ANNUAL REPORT AND FINANCIAL STATEMENTS 2025 J D WETHERSPOON PLC GLOSSARY • Accrual = charge implemented to account for work which has been, or will be, done but not yet invoiced. • AGM = ‘annual general meeting’. Annual assembly of a company’s stakeholders. • Amortisation = the process of gradually releasing an initial cost or income to the income statement. • APM = ‘alternative performance measure’. Financial measure of historical/future financial performance, other than a financial measure defined or specified in the applicable financial reporting framework. • CAMRA = ‘Campaign for Real Ale’. Organisation which promotes real ales, ciders and perries as well as traditional UK pubs and clubs. • CEO = ‘chief executive officer’. Individual responsible for making managerial decisions in the company to which he or she is contracted to. • CJRS = ‘Coronavirus job retention scheme’. Initiative introduced by the UK Government allowing employers to access financial support to pay part of their employees’ wages. • CLBILS = ‘Coronavirus large business interruption loan scheme’. Financial support created by the UK Government during the COVID-19 pandemic. • COVID-19 = ‘Coronavirus disease’ is an infectious disease caused by the SARS-CoV-2 virus. • EBITDA = ‘earnings before interest, taxes, depreciation and amortisation’. An alternative performance measure (APM). • Emolument = Salary received as compensation for service of employment. • ESG = ‘environmental, social and governance’. Set of standards measuring a business’s impact on society. • EWSS = ‘Employment Wage Subsidy Scheme’. Financial support created by the ROI Government during the COVID-19 pandemic. • FRC = ‘Financial Reporting Council’. Independent regulator in the UK and Ireland responsible for regulating auditors, accountants and actuaries. It also sets the UK corporate governance and stewardship codes. • Freehold reversion = Term used when purchasing a property which had been leased prior to the purchase. • FTSE = ‘Financial Times Stock Exchange’. Index tracking the largest companies trading on the London Stock Exchange (by market capitalization). • FY = ‘financial year’. For Wetherspoon, the year being reported is 29 July 2024 – 27 July 2025. • GHG = ‘greenhouse gas’. A gas which absorbs and emits the radiant energy which causes the greenhouse effect. (Trapping heat in the atmosphere, therefore warming up the planet). • HMRC = ‘His Majesty’s Revenue and Customs’. Non-ministerial UK Government department responsible for collecting taxes and paying some forms of state support. • IAS = ‘international accounting standard’. Older accounting standard issued by the International Accounting Standards Board. IASs were replaced in 2001 by IFRSs. • IASB = ‘International Accounting Standards Board’. Private-sector body developing and approving the international financial reporting standards (IFRSs). • IBOR = ‘inter-bank offered rate’. Basic rate of interest used in lending among banks on the financial market and as a reference in setting interest rates on other loans. • IBR = ‘incremental borrowing rate’. Rate of interest which a lessee would have to pay to borrow the funds necessary to obtain an asset. • IFRIC = ‘international financial reporting standards interpretations committee’. Body which reviews accounting issues, on a timely basis, which have arisen within the context of current international reporting standards. • IFRS = ‘international financial reporting standards’. Accounting standards issued by the International Accounting Standards Board. • Impairment = Acknowledging a reduction in the recoverable value of a fixed asset. • ISA = ‘international standards on auditing’. Regulatory standards to be followed when auditing financial information, issued by the International Auditing and Assurance Standards Board. • KPI = ‘key performance indicators’. Measures which companies use to evaluate a company’s success in a particular activity in which it engages. • LGBTQIA+ = ‘lesbian, gay, bisexual, transgender, queer/questioning, intersex, asexual, pansexual and allies’. An inclusive term for people of various genders and sexualities. • LIBOR = ‘London inter-bank offered rate’. Basic rate of interest used in lending among banks on the financial market. • LLP = ‘limited liability partnership’. Type of ownership in which some or all partners have limited liabilities. • NIC = ‘national insurance contributions’. Type of income tax paid by both employees and employers. • Non-consumable = stock items that are not edible, for example, cleaning materials. • OECD = ‘The Organisation for Economic Co-operation and Development’ • Payable = Debts owed by the business; liabilities. • PAYE = ‘pay-as-you-earn tax’. Type of income tax paid by an employer on behalf of an employee, after being deducted from the employee’s salary. • Provision = an amount set aside for known, future liabilities. • Receivable = amounts owed to the business; assets. • Remuneration = total compensation received by an employee for service of employment. • RNS = ‘Regulatory News Service’. Service which transmits regulatory and non-regulatory information published by companies and organisations (eg share award) to the local market. • SAP = Accounting software used by Wetherspoon. • SIPs = ‘share incentive plan’. An approved, tax-efficient plan which employers can provide to employees to award their workforce in shares. • SONIA = ‘sterling overnight interbank average rate’. Interest rate paid by banks on unsecured transactions in the UK market – an alternative measure to LIBOR. • UK GAAP = ‘UK generally accepted accounting practice’. Body of accounting standards published by the UK’s Financial Reporting Council. • VAT = ‘value-added tax’. Form of tax paid to HMRC on a product/service at each stage of production, distribution and sale to the end customer. • WACC = ‘weighted average cost of capital’. Rate which a company is expected to pay, on average, to all of its security holders to finance its assets. J D WETHERSPOON PLC ANNUAL REPORT AND FINANCIAL STATEMENTS 2025 83 GLOSSARY J D Wetherspoon plc Wetherspoon House, Central Park Reeds Crescent, Watford, WD24 4QL 01923 477777 Jdwetherspoon.com J D WETHERSPOON PLC ANNUAL REPORT AND FINANCIAL STATEMENTS 2025 84

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