ZIGUP # We keep customers moving, smarter. ZIGUP plc | Annual Report and Accounts 2026 --- Strategic report Corporate governance Financial statements Other information ZIGUP plc | Annual Report and Accounts 2026 D What's inside # Integrated mobility, delivered smarter. We are focused on placing customers at the centre of our business, offering a broad range of services that can be flexed and tailored to each of their needs. ![img-0.jpeg](img-0.jpeg) In 2025, ZIGUP plc was recognised by the King's Award for Enterprise for Promoting Opportunity. This is the most prestigious business award programme in the country, with successful businesses able to use the esteemed King's Awards emblem for the next five years. Find out more on our website www.ZIGUP.com ## Strategic report - 01 Highlights of the year - 02 Our purpose framework - 03 ZIGUP at a glance - 05 Supporting our customers - 06 Why we win - 08 The evolution of our UK&I businesses - 10 Chairman's statement - 12 Chief Executive's review - 16 Our markets - 18 Our business model - 19 Our competencies and resources - 20 Delivering stakeholder value and positive impact - 22 Our strategy - 23 Sustainability overview - 24 Sustainability progress - 32 Key performance indicators - 34 Financial review - 42 GAAP reconciliation - 45 Identifying and managing risk - 49 Principal risks and uncertainties - 57 Viability statement - 58 TCFD and SECR Report - 68 Non-financial and sustainability information statement - 70 Section 172 statement ## Corporate governance - 74 Chairman's introduction to governance - 76 Governance at a glance - 78 Governance structure and responsibilities - 79 Board of directors - 80 Corporate governance - 84 Report of the Nominations Committee - 88 Report of the Audit Committee - 94 Introduction to the Remuneration Report - 97 Remuneration at a glance - 99 Directors' Remuneration report - 110 Report of the Directors - 114 Statement of Directors' responsibilities in respect of the financial statements - 115 Independent auditor's report to the members of ZIGUP plc ## Financial statements. - 123 Consolidated income statement - 124 Consolidated statement of comprehensive income - 125 Consolidated balance sheet - 127 Consolidated cash flow statement - 128 Notes to the consolidated cash flow statement - 130 Notes to the consolidated financial statements - 175 Company balance sheet - 176 Company statement of changes in equity - 177 Notes to the Company financial statements ## Other information - 188 Glossary - 192 Shareholder information ![img-1.jpeg](img-1.jpeg) --- Strategic report Corporate governance Financial statements Other information ZIGUP plc | Annual Report and Accounts 2026 01 Highlights of the year # Driving sustainable growth for all our stakeholders. Underlying financial highlights Revenue (excluding vehicle sales) £1,636.3m +5.2% Underlying EPS 53.1p -9.2% Operational highlights Fleet size ('000) 139.4 +5.9% Non-GAAP statement Throughout this report, we refer to underlying results and measures. The underlying measures allow management and other stakeholders to better compare the performance of the Group between the current and prior year without the effects of one-off or non-operational items. Underlying profit measures exclude intangible asset amortisation from acquisitions, certain adjustments to depreciation and certain one-off items such as those arising from restructuring activities and the tax impact thereon. Specifically, we refer to disposal profit(s). This is a non-GAAP measure used to describe the adjustment in depreciation charge made in the year for vehicles sold at an amount different to their net book value at the date of sale (net of attributable selling costs). A reconciliation of GAAP (reported or statutory) to non-GAAP (underlying) measures is included on pages 42 to 44. A further explanation of alternative performance measures and a glossary of terms used in this report can be found on pages 188 to 191. EBIT (excluding disposal profits) £164.0m +9.7% ROCE 11.2% -1.4ppt Colleague engagement 74% -1ppt Underlying profit before tax £160.1m -4.1% Steady state cash generation £95.7m +79.0m Net promoter score 66 +2 points Well placed in our markets Leveraging trends of outsourcing mobility needs and changing consumer expectations, together with adopting technology delivering resource efficiency and energy transition. Discover more Pages 16 to 17 Delivering with purpose A customer-centred focus on delivering mobility, smarter, supported by responsive delivery and measurable performance. Discover more Page 2 Driven by our people Our colleagues are our driving force – nurturing our talent through investment in learning and growing the skillsets of our people to fulfil our commitment to outstanding customer service delivery. Discover more Pages 28 to 29 --- Strategic report Corporate governance Financial statements Other information ZIGUP plc | Annual Report and Accounts 2026 02 Our purpose framework # Our vision and purpose are supported by our **strong culture**. Our vision. **To be the leading supplier of mobility solutions in the markets we serve.** Our purpose. **We keep customers moving, smarter.** We are focused on placing customers at the centre of our business, offering a broad range of services that can be flexed and tailored to each of their needs. Our culture. **Supported by a strong culture and identity.** Our corporate values promote an inclusive and supportive culture of teamwork, integrity and support. Read more on our culture Page 26 Our strategy **We leverage the strengths of our complementary businesses.** Together these deliver integrated mobility solutions across the vehicle lifecycle. See our Strategy Page 22 Remuneration **We align reward for our people with the success of the Group.** We review these against a range of relevant financial metrics, and where appropriate also against a number of personal and strategic objectives. Read our Remuneration report Pages 94 to 109 Stakeholders **We look to create long-term sustainable value.** Investing in the business for the benefit of our diverse stakeholder groups and our social environment. Read more on our stakeholders Pages 20 to 21 --- Strategic report Corporate governance Financial statements Other information ZIGUP plc | Annual Report and Accounts 2026 03 # ZIGUP at a glance # What we do. We are an integrated mobility provider delivering end-to-end vehicle solutions ranging from fleet rental and management to accident support, repairs and disposal – to keep our customers moving smarter. ![img-2.jpeg](img-2.jpeg) ## Vehicle provision Vehicle rental, service and maintenance across the UK, Ireland and Spain to a range of blue-chip, public sector, corporate fleets and SMEs. Wide range of fleet options including small to large panel vans, customised vans, e-LCVs and specialist vehicles including refrigerated, traffic management and support. ![img-3.jpeg](img-3.jpeg) ## Fleet support and services Management of the performance, compliance and maintenance of commercial fleets such as service scheduling, telematics, driver liaison, training, downtime management and EV fleet consulting. ![img-4.jpeg](img-4.jpeg) ## Claims support and accident management End-to-end handling of any accident claim on a UK customer fleet or policyholder's behalf from initial incident reporting to repair and insurer management. ![img-5.jpeg](img-5.jpeg) ## Replacement vehicle Replacement vehicle provision following an accident, either through credit hire arrangements or direct hire for insurer's own policyholders. Like-for-like replacement vehicles in event of a non-fault accident, or where customer has subscribed to an upgraded courtesy car policy. ![img-6.jpeg](img-6.jpeg) ## Bodyshop repair Vehicle damage repairs for cars and LCVs, including plastic welding, structural and aluminium body repairs, together with mobile repair, glass repair and replacement services. ![img-7.jpeg](img-7.jpeg) ## Vehicle disposal Extensive range of used vans and cars offered to businesses and individuals through retail sites in UK, Ireland and Spain and online auction platforms, with comprehensive after-sales support. Principal disposal route for the Group's fleet. Our e-auction platform is also used by other fleet operators to sell their vehicles. --- Strategic report Corporate governance Financial statements Other information ZIGUP plc | Annual Report and Accounts 2026 04 ZIGUP at a glance continued # Keeping customers mobile. We keep customers mobile through nationwide networks and partnerships. We are trusted by customers across many sectors and industries to support their regular mobility needs or by helping them when unforeseen events occur. Corporates We support corporates from blue-chip to SMEs across a broad range of industries from support services to infrastructure. Public sector Accredited through a number of framework agreements, as well as specialist services including emergency and highways services. Insurance and leasing Working with many of the UK's leading insurers and insurance brokers, as well as contract hire and leasing companies. Consumers Whilst our services are delivered principally through B2B relationships, we offer rental and incident claims handling through retail and partner channels. UK and Ireland ![img-8.jpeg](img-8.jpeg) Rental fleet 47,400 Rental locations 62 Repair locations 122 Colleagues 6,100 Spain ![img-9.jpeg](img-9.jpeg) Canary Islands Rental fleet 77,900 Rental locations 28 Repair locations 51 Colleagues 1,500 Vehicle fuel types ![img-10.jpeg](img-10.jpeg) Diesel Petrol EV and hybrid Total fleet 139,400 Total rental locations 90 Total repair locations 173 Total colleagues 7,600 Total Group sites of 185 include those where rental and repair centres are in a shared location. Repair locations include both workshop and bodyshop locations and where these are located at the same site, they are counted as separate locations. --- Strategic report Corporate governance Financial statements Other information ZIGUP plc | Annual Report and Accounts 2026 05 Supporting our customers # Supporting customer mobility. ![img-11.jpeg](img-11.jpeg) --- Strategic report Corporate governance Financial statements Other information ZIGUP plc | Annual Report and Accounts 2026 06 Why we win # Our competitive advantage. Our competitive advantage comes through our ability to deliver outstanding customer service nationwide across a breadth of products and services that deliver smarter on customer needs. It is this combination and unique breadth of offering which differentiates us from other providers. The complexity of delivering this at scale and through an integrated solution, is a meaningful barrier to new entrants. At the same time our investments in infrastructure, technology and training reinforces our market leading position and benefits the broadest range of customers. This is a compelling proposition for many businesses looking to grow with a long-term, trusted outsourcing mobility partner. It helps us retain contracts when up for renewal, and win new contracts when benchmarked against other providers. What our customers say about us Good staff customer professional work time efficient experience hire really quick car help recommend Word cloud created from Trustpilot reviews for FY2026 --- Strategic report Corporate governance Financial statements Other information ZIGUP plc | Annual Report and Accounts 2026 07 # Why we win continued # Simplified access to broadening fleet range Adding specialist vehicles to our fleet account platform ![img-12.jpeg](img-12.jpeg) # Trusted outsource partner for critical services Longstanding trusted partner for managing critical recovery on the UK's national road network ![img-13.jpeg](img-13.jpeg) # Mobile solutions as part of our integrated offering Bringing our services to the customer's doorstep ![img-14.jpeg](img-14.jpeg) # Reinforcing market leading position Investing in growth, delivering greater economic moat ![img-15.jpeg](img-15.jpeg) # Delivering smarter mobility insights Providing expert insights to keep customers moving, smarter ![img-16.jpeg](img-16.jpeg) # Improving productivity with infrastructure investment Increasing bodyshop productivity through investing in the latest technologies ![img-17.jpeg](img-17.jpeg) For more details of our case studies please see website www.ZIGUP.com/spotlight/whywewin --- Strategic report Corporate governance Financial statements Other information ZIGUP plc | Annual Report and Accounts 2026 08 # The evolution of our UK&I businesses Northgate Mobility combines all of our UK&I rental activities with a fleet of over 60,000 vehicles nationwide. From a broad range of LCVs to specialist traffic management and temperature controlled vehicles, and a replacement vehicle fleet for when customers' vehicles are off the road. Together, these keep our corporate customers and insurance partner policyholders mobile, supported on a nationwide basis with fleet management, value-added solutions and insights. Experts: in fleet management and maintenance Trusted adviser: on smart fleet choices, e-LCV transition and fleet management insights Nationwide scale: 57 branches with integrated workshops to quickly resolve any issues and keep customers mobile Excellent customer service: reflected in excellent Trustpilot scores and high customer loyalty # NORTHGATE Mobility Vehicle Hire Temperature Controlled Highways Insurance Services ![img-18.jpeg](img-18.jpeg) 61,500 total fleet 62 rental locations 57 Workshops --- Strategic report Corporate governance Financial statements Other information ZIGUP plc | Annual Report and Accounts 2026 09 # The evolution of our UK&I businesses FMG comprises our claims management and roadside solutions, together with our bodyshop operations. Together they provide end-to-end solutions for accident management, from roadside recovery through to bodyshop and mobile repair services. We are experts in managing complexity and challenging situations, recovering and getting a vehicle back on the road quickly following an incident, minimising repair and replacement vehicle costs for insurers and drivers alike. Experts: 200,000 repairs delivered annually by expert technicians using the latest repair technology Trusted adviser: by major UK insurers, fleet operators, lease / corporate customers as well as blue-light services Nationwide scale: 65 bodyshops, 38 mobile repair vehicles and a repair network of 500 third party bodyshops Excellent customer service: 24/7 driver support, digital and telephone claims journeys for all vehicle types ![img-19.jpeg](img-19.jpeg) ![img-20.jpeg](img-20.jpeg) ![img-21.jpeg](img-21.jpeg) +20m policyholders supported 65 bodyshops 500 bodyshops in our third party network --- Strategic report Corporate governance Financial statements Other information ZIGUP plc | Annual Report and Accounts 2026 10 # Chairman's statement # Continuing to deliver with momentum. 27.0p Dividend per share 66 Group NPS score **This has been another year of significant progress across the business, delivering on our vision of being the leading provider of integrated mobility solutions.** Avril Palmer-Lavery Chairman ![img-22.jpeg](img-22.jpeg) ## Overview This has been another year of significant progress across the business, delivering on our vision of being the leading provider of integrated mobility solutions. With strong performances across our rental business, together with contract extensions and new wins within the Claims & Services business, we are demonstrating our competitive advantage. Spain is experiencing substantial VOH growth as the market for flexible van rental grows, and the UK&I business model simplification is a key pillar in our evolution, making it easier for customers to contract with us and helping our business operate efficiently. I am delighted with the progress this programme has made to date. The focus on simplifying our customer experience has been reflected in industry leading Trustpilot and NPS scores, strong customer retention and new business growth. How we are perceived by our customers and partners really matters and is key to our market leading reputation and how we attract new customers. Equally, how we nurture staff and their development is critical to our long-term sustainable growth, and we place great emphasis on providing support across the career lifecycle, from our early careers induction, award-winning apprenticeship programme, to talent development and leadership training. ## Financial performance Our financial performance this year reflects the hard work of all colleagues across the business, and the strength of our diverse business model. The inflexion in steady state cash generation demonstrates the growing cash returns being delivered from our implemented fleet replacement cycle, and this is a pivotal position where the Board has broader optionality across growth opportunities and capital allocation. Having recovered from the vast majority of global supply chain challenges we faced during and after COVID-19 and a relatively stable market environment emerging, we have been able to invest for growth across fleet, infrastructure and technology this year. ## Strategic progress The strategic pillars of Enable, Deliver and Grow continue to resonate well across the business. In Spain, the team have continued to broaden their footprint and touchpoints with customers, managing substantial fleet growth over the past few years, including a new contract win with the national train infrastructure operator which went live in January 2026, whilst maintaining sustainable rental margins. The UK&I simplification touches all of these pillars, and brings together our experience and capabilities delivered to our customers with accelerated momentum. Planned as an 18-month programme to deliver tighter integration and efficiencies, substantial progress has been made in the first six months, including the rebranding under Northgate Mobility and FMG. The early phases of supplier consolidation are also bearing fruit and the business is on track to deliver £20m of annual cost benefit from the programme by FY2028. Our businesses operate in markets embracing structural change, and continue to benefit from secular trends such as greater outsourcing and connectivity. It is an exciting time for the automotive and mobility sectors and we are well positioned to benefit. --- Strategic report Corporate governance Financial statements Other information ZIGUP plc | Annual Report and Accounts 2026 11 ## Chairman's statement continued ### Capital allocation The Board sees significant opportunities to develop the underlying business, and has a strong balance sheet that can support both organic and inorganic growth. Our disciplined capital allocation and approach to leverage remains an important priority for the Board. It is an essential element of the capital structure, and together with growing steady state cash generation, brings substantial financial capacity and flexibility. Reflecting this strong cash generation, the Board has proposed a final dividend of 18.2p, which together with the interim dividend of 8.8p, represents an 2.3% increase over the prior year. Shareholder returns are important constituents within our capital allocation framework. ### Our people and sustainability On behalf of the Board, I would like to express our thanks to all of ZIGUP's colleagues who have worked tirelessly for the business and our customers over the past year, demonstrating our core values every day. We have been investing in training and technical skills across the businesses, and our award-winning apprenticeship programme is providing the skills needed for the future. Our talent development programme is also providing greater structure and clarity for those who we see as future leaders. We were proud to have achieved our carbon reduction targets ahead of schedule last year. This accomplishment, combined with our commitment to support our customers' decarbonisation efforts, encouraged us to establish new, more ambitious near term science-based targets across all Scopes, and we have submitted these targets to the SBTi for validation. The pathway we will take to achieve our near term targets and become net zero will be detailed in our Transition Plan, which is expected to be finalised in the coming months. ### CFO appointment Rachel Coulson joined us in August 2025 as CFO and we have very quickly benefitted from the insights she has brought from her senior finance roles in FTSE 100 businesses and strong background in technology transformation. She brings a clear perspective to the Board table and has made fast progress delivering change across finance, and technology, as well as supporting commercial business operations. ### Board and governance We benefit from the diverse skillset and experience of our Non-Executive Directors, including depth across automotive, technology and people. Our discussions are wide-ranging and the Non-Executive Board members provide constructive challenge and support to the executive team in equal measure. I will continue to explore further opportunities to enhance the breadth and skills of the Board, and was pleased to see ZIGUP leading the UK FTSE 250 Women Leaders Review rankings over the last five years on board gender diversity. ### Stakeholder engagement Last year we proposed a Value Creation Plan (VCP) which was approved by shareholders at our last AGM. Having consulted widely with our large shareholders, there was a clear endorsement of our proposals, taking into account the policy restrictions on some funds' ability to support such an innovative structure. Following the AGM, we engaged as normal with all our major shareholders as part of our interim results roadshow, where the VCP was regarded in nearly all meetings as being a positive initiative to align shareholder value. This year we expanded our in-person investor engagement activities with a US East Coast roadshow in January with three days of investor meetings. We also undertook several UK site visits for lenders, equity analysts and investors, where our operational teams were able to showcase our competitive advantage. The feedback was excellent and the attendees quickly realised the scale, depth and capabilities of the business and positioning in the market. The Group's investor relations programme has again been recognised this year as best in class: both for innovation in investor relations and for our corporate website for the third consecutive year in the UK and also as Best in Europe, which supports our efforts to raise awareness of how we are creating value. ### Looking forward Our rental markets continue to provide healthy demand for our service-led product offerings, and we are confident in the outlook for FY2027 with VOH growth expected in both geographies. In our FMG businesses we see a good pipeline of opportunities, high contract renewal rates and increasing repair productivity. We are well positioned to deliver growth in line with market expectations for profit for the year, which take into account the cost savings identified from our UK&I simplification and are tracking well towards our target of generating in excess of £200m in steady state cash in FY2028. ### Avril Palmer-Lavery Chairman 7 July 2026 ## Reinforcing market leading position Hear how we have expanded our fleet and supporting service solutions to grow our Spanish presence by over 25% over the past three years. Leaning into strong macro-economic growth, our Spanish team has developed a set of differentiated products which are centred around service-focused solutions. These are driving demand for fleet rental across both large corporate fleets and SMEs, both of which are looking for a solution which comes with a full service wrap so they can focus on their business. With over 50 locations in Spain we have a clear market leading position, through our ability to deliver at scale nationwide, and this differentiation continues to grow as we expand our fleet and presence. ![img-23.jpeg](img-23.jpeg) Find out more on our website www.ZIGUP.com/spotlight/whywewin --- Strategic report Corporate governance Financial statements Other information ZIGUP plc | Annual Report and Accounts 2026 12 # Chief Executive's review # Strengthening our leading position. +9.7% EBIT (excluding disposal profits) +5.2% Revenue (excluding vehicle sales) **This has been an excellent year and I am delighted with the progress made across our business as we strengthen our position as the leading integrated mobility solutions provider.** Chief Executive Officer ![img-24.jpeg](img-24.jpeg) ## Overview This has been an excellent year and I am delighted with the progress made across our business as we strengthen our position as the leading integrated mobility solutions provider. We delivered a near 10% growth in EBIT, excluding disposal profits, reflecting both the underlying strength of our offering and sustained demand. With the normalisation of supply dynamics supporting fleet replacement we have also seen an inflexion in our steady state cash generation and remain on track to generate in excess of £200m in steady state cash in FY2028. The UK&I simplification has been progressing at pace with both operational milestones and cost savings on track, with Northgate Mobility and FMG brands operating from 1 May 2026. Spain delivered stand-out performance, with underlying revenue up 16%, capitalising on our strong market position and favourable macro economic conditions. UK&I Rental also performed well, with new business wins and growth across specialist vehicles and additional services. Both rental businesses finished the year with good momentum in VOH growth. New supply and used vehicle markets have been stable, supporting the later stages of our fleet refreshment programme, with both rental fleets well within efficient average ages. As a result, the inflexion in steady state cash flow was seen as expected in the year, up to £96m from £17m in the prior year. Growth capex of over £130m reflects the excellent opportunities seen for driving both VOH and share growth, with the Group's fleet growing 7,800 vehicles in the year. Our differentiated business model continues to attract insurance partners to our integrated mobility platform. We secured a number of significant contract extensions and new signings, including National Highways, global insurance broker Howden Insurance and a multi-year renewal with Tesco Insurance. ## Well positioned in healthy market environments The markets we serve continue to embrace the structural trends of outsourcing and demonstrate an increasing preference for using a limited number of suppliers able to provide a breadth of product offering, combined with national scale and reach where appropriate. Larger customers in particular are looking for expertise and support from a long-term partner with a breadth of mobility solutions and greater digital integration. As mobility is a core need, our markets are also more resilient to macro-led volatility than many other support sectors. Our business model is therefore working well and we are extremely well placed in attractive markets as a top-three participant, where our scale and breadth of capabilities put us in an excellent competitive position. Over the course of the year we have looked to further our advantage, attracting and retaining customers with a differentiated and simplified proposition while increasing our capacity through productivity and efficiency. In Spain, we have highly competitive products for both minimum term and flexible product offerings, allowing us to lean into demand in a strong macro-environment and appealing to both large corporates and SMEs. In the UK, the breadth of our rental product range, including a growing range of specialist vehicles and range of value-added solutions, places us as a very strong contender for large fleet tenders. As the only integrated provider of both recovery and repair solutions at scale, we are also able to address opportunities with a compelling proposition in many market verticals, which delivered year-on-year growth in hire volumes through both new wins and organic growth. --- Strategic report Corporate governance Financial statements Other information ZIGUP plc | Annual Report and Accounts 2026 13 ## Chief Executive's review continued ### Disposal profits The used vehicle market has been relatively stable over the past 12-18 months after a period of significant supply/demand imbalance, with disposal profits moderating as expected. These are likely to continue to moderate as the historic lack of new supply in 2021-23 reduces defleet volumes for a period, before the market readjusts as a greater number of used vehicles appear on the market. ### Strategic positioning for growth Our strategic actions this year have focused on leveraging our competitive advantage with new and existing customers. The Spanish contract with the largest rail maintenance operator is a reflection of our scale and nationwide footprint, with 25 branches involved in delivering and supporting 700 vehicles in the year. New hub facilities in core urban locations and two new service centres have expanded the service capacity necessary to support a rapidly growing rental fleet, which grew above the rental market rate for another year. The UK&I simplification is a continuation of the evolution of our operating model. Northgate Mobility was launched on 1 May 2026 and aligns all vehicle provision and branch operations together, while FMG's incident management and repair operations are undertaking greater integration. Alongside simplifying the customer proposition and improving engagement channels, both divisions have also worked on streamlining their procurement actions, looking to achieve a more focused supply chain and operational support. We also took the decision to accelerate our exit from two loss-making and non-core markets; personal injury claims and EV charging infrastructure, where we determined there were limited prospects for acceptable returns in the medium term; which will support improved future group profitability. ### Differentiation through customer experience Excellence in customer service and technical capability delivered across a breadth of products are key determinants of competitive advantage in our markets. Our track record in service delivery across our markets is why large corporates, vehicle leasing companies and insurance partners increasingly look to us for support at scale for their mobility needs. For example, in Spain we are unique in the level of our service provision and are the market leader for flexible rental; due to our branch and workshop capability, which managed over 250,000 workshop visits last year. In UK&I Rental the breadth of our vehicle range and expertise in value-added solutions such as fleet management and EV consultancy are important differentiators for customers. Telematics insights are an important value-added service for a number of customers supporting fleet optimisation and EV transition, and have proved to support overall customer retention for us. Our Claims & Services integrated offering is unique and allows us to support a far broader range of solutions, with partners increasingly taking multiple solutions from us. The National Highways 10-year contract renewal reflects our consistent success in delivering critical services, and provides a track record and expertise for growing our broader recovery and out-of-hours solutions. We focus on NPS scores as an indicator of our success in delivery to corporate partners, and Trustpilot reviews to identify how our customer service is being received on the ground. Overall the Group NPS score rose by two points to 66 and UK&I rental businesses maintained a 4.9 Trustpilot score throughout the year. In Spain, NPS scores are ahead of industry benchmarks with customer loyalty KPIs at historic highs. Our strategic collaboration with Microsoft, announced after the year end, reflects our ambition to use AI technology and its potential for leveraging data analytics for the benefit of customers and colleagues alike. Our initial focus will be on deploying the capabilities that make up a 'frontier firm' across over 3,500 colleagues, and to encourage use cases that will deliver incremental efficiencies and insights. ## A trusted outsource partner for critical services Hear how we have worked with National Highways for the past 18 years as a trusted partner, providing specialist statutory recovery on the UK's strategic network of motorways and major roads. We recently were awarded an extension to the contract for up to a further 10 years, reflecting our performance against stringent service standards, and the strength of the working relationship over the past two decades. With an upgraded operations control centre and development of bespoke apps for traffic officers, we continue to seek ways to improve the quality of service and of the information available to those working to keep our roads clear and traffic moving freely. ![img-25.jpeg](img-25.jpeg) Find out more on our website www.ZIGUP.com/spotlight/whywewin --- Strategic report Corporate governance Financial statements Other information ZIGUP plc | Annual Report and Accounts 2026 14 ## Chief Executive's review continued ### Disciplined investment delivering productivity gains We have invested in infrastructure and technologies that underpin profitable growth and support improved customer delivery. In Spain, alongside three new facilities and additional vehicle handling expansion at a further four depots, further digital integration and a new customer portal strengthen long-term partnerships; and a new CRM system has quickly delivered greater pipeline visibility and prioritisation of rental opportunities. In the UK&I Rental business, the focus has been on our One Road and One Fleet programmes, simplifying the customer journey and maximising access across all our fleet, alongside delivering higher margin value-added service opportunities. Northgate Highways has expanded to deliver services from four depots across the UK, better able to be more responsive to customers' traffic management needs. The UK bodyshop network has invested in technician tools and training to improve productivity and key-to-key times, and brought structural aluminium capabilities in-house. Our newly located and fully modernised Cardiff bodyshop, with 28 repair bays and a mobile paint booth, is a good example of our target facility size and workflow. We have also expanded the mobile bodyshop fleet to manage smaller repairs at customer locations, freeing up bodyshop capacity. The roll-out of a new telephony platform, with greater in-call support and process automation, was successfully implemented in one of our major claims contact centres, alongside further API solutions and self-service portals for major insurance partners; which are key enablers for enhancing claims process efficiencies and customer service. ## Notable awards won in the year ![img-26.jpeg](img-26.jpeg) ## Mobile solutions as part of our integrated offering Hear how our mobile solutions support customers keeping mobile by providing maintenance or repair services at a customer's workplace or home, integrated into our mobility solutions. This enables managers to improve fleet uptime by having vehicle servicing and minor fault corrections undertaken at onsite mobile clinics, minimising vehicles going to workshops. Our repair vans are mini-bodyshops, able to set up on a driveway or workplace and undertake a wide range of repairs including panel painting. With mobile repair vans working from most of our bodyshops, they help improve productivity and key-to-key times by managing smaller tasks at a convenient time and location for customers. Feedback on our mobile solutions has been very positive, with both servicing and repair customers finding our ability to resolve their mobility needs at their convenience a great example of customer service excellence. ![img-27.jpeg](img-27.jpeg) Find out more on our website www.ZIGUP.com/spotlight/whywewin --- Strategic report Corporate governance Financial statements Other information ZIGUP plc | Annual Report and Accounts 2026 15 ## Chief Executive's review continued ### A differentiated and commercial sustainability proposition As a key outsourcing partner in customers' value chains, our actions also support their sustainability goals as well as our own emissions reduction roadmap. For large corporates with science-based targets or public sector customers, the ability to provide verified data and practical expertise in advising on the transition to lower-carbon mobility are meaningful considerations for fleet customers. The insurance sector's journey toward decarbonisation has also made sustainability a key lever for cost control, helping win and retain accident repair contracts. We have also aligned our repair operations with the ARIES best practice approach, and have been invited to join its governance board. Having achieved our initial carbon reduction targets ahead of their FY2027 target we have established new and ambitious science-based targets across all Scopes, looking out to FY2035. These will be published later this year, together with our Transition Plan setting out our pathway to net zero. ### Supporting our people Investing in our colleagues' development and training strengthens our delivery capability and supports consistent, high-quality service for customers. It also deepens our expertise as trusted partners to customers looking for support with complex mobility needs. High NPS scores and Trustpilot reviews reflect the commitment across the Group for delivering outstanding customer service. Our people strategy, launched last year, has been embedded across the business including a unified talent and succession platform. This has helped broaden our talent mapping and development targets to build longer term readiness and resilience across the business, such as internal promotions in Spain rising 25%. Our overall engagement score of 74% reflects the strong level of pride and commitment across the organisation. Enhancing our in-house technical training has also been a core focus, including developing a Master Technician programme for Northgate Mobility, and certification for our Vehicle Damage Assessors. We now have 40 apprentice pathways spanning from early careers to degree level, and from technical disciplines to finance and AI, with over 525 apprentices working across the Group, of which 125 joined this year. Together with building colleague loyalty, and helping deliver lower levels of voluntary turnover, especially for technicians, these programmes are helping deliver a much stronger pipeline of technical capability at a time of continued skills shortage across the industry. ### Strong financial capacity and sustainable shareholder returns We have strong support from a broad range of lenders, attracted to our diverse customer base and asset-backed profile, where fleet assets rose by over £250m on the prior year to £1.76bn. Combined with the strength of our balance sheet, our operational scale and depth of fleet generate strong OEM relationships and flexibility in supply options. Together these are a key strategic advantage in managing our fleet, especially in a period of attractive market opportunities, and as a result we have been able to successfully grow the fleet in Spain and increasingly also in the UKDI. Given our continued confidence in the business and its prospects, subject to shareholder approval, the Board has proposed a final dividend of 18.2p per share (FY2025: 17.6p) to be paid on 30 September 2026 to shareholders on the register as at close of business on 28 August 2026. This would result in a total dividend for the year of 27.0p (2025: 26.4p), a 2.3% increase on the prior year. **Martin Ward** Chief Executive Officer 7 July 2026 ## Improving productivity through investment in infrastructure Hear how our investment both in advanced tooling and in larger facilities helps to deliver not only improved productivity and workflow through the repair process, but also a motivated technical team. Bodyshop technology is developing rapidly, with plastic welding and ADAS solutions now used across our network, and mobile paint booths being our latest investment. This reflects the greater connectedness of vehicles and use of advanced materials which allows us to continually deliver for our customers. ![img-28.jpeg](img-28.jpeg) Find out more on our website www.ZIGUP.com/spotlight/whywewin --- Strategic report Corporate governance Financial statements Other information ZIGUP plc | Annual Report and Accounts 2026 16 Our markets # Leading positions in our target markets. ## Overview ### LCV Fleet customers are increasingly looking to outsource their LCV fleet needs – either for a portion of their fleet or in its entirety. This structural trend is due to a combination of factors, from the rising cost of new vehicles to the increasing complexities of managing a multi-site fleet, or the fact customers require support to manage a transition to e-LCVs. Rental offers greater flexibility in managing fleet size, lower capital expenditure, improved flexibility of hire duration and better service support. Many businesses in the UK and Europe offer such services, but larger corporate fleets are increasingly focused on the larger rental operators, where LCV supply is part of a broad range of vehicle types. While many larger operators can offer customers a range of additional fleet services and efficiencies, as well as superior vehicle choice and access to the latest analytics, ZIGUP has the additional advantage of being able to provide true nationwide coverage and high levels of in-sourced service support, principally focused on LCVs. ### Accident management and repair The broader market comprises a range of accident and claims management, replacement hire and bodyshop repair specialists. They typically offer services in a particular vertical, with few offering multiple solutions, often as part of a consortium, rather than fully integrated. As an integrated solutions provider, ZIGUP's differentiated offering provides clear benefits to customers: breadth and quality of services offered through its claims and services platform; the ability to fully connect into insurance partner systems; and efficiencies including scaling automated processes and self-serve portals for policyholders. The UK bodyshop market has been consolidating over the past two to three years, with fewer single-garage service centres and bodyshops; these have been acquired to form part of national chains better able to cope with the investment required for more modern complex vehicles. There also remain a number of in-house operations within large insurance companies, although the trend of insurers outsourcing requirements to networks of independent repair centres or nationwide bodyshop group operators, such as ZIGUP, continues. ### Market opportunity Our customer base of over 17,000 rental customers and over 200 claims and services partners is growing, supported by both acquisitions and underlying market growth, driven by the secular move to outsourcing non-core activities. Clients are attracted to the services and breadth of vehicle types they can access from the Group's integrated platform, the simplicity this brings to complex processes, and our specialist technical expertise. Our market-leading NPS and Trustpilot scores reflect the focus we have on excellent customer service as a key differentiator, and our ability to provide a consistent level of support nationwide. ### Vehicle supply ZIGUP is one of the largest single purchasers of LCVs in the UK and Europe and has relationships with over 40 OEM automotive brands. This strong supply-side network typically allows early access to new vehicle supply at scale and at attractive rates, helping us refresh and expand our fleet of over 139,000 vehicles according to customer demand. Markets have been increasingly normalising over the past two years, following on from the tight supply conditions for new vehicles and parts from 2021 to 2023. This has been allied to a stabilising of residual values for used vehicles. ### EV and new technologies As next-generation technology offers greater range and flexibility potential for fleet users, e-LCV adoption is expected to grow significantly in the coming years, as they come to market. Customer's takeup of e-LCVs is determined by a number of factors, including the requirements of public sector mandates and net zero commitments. Payload and range limitations remain a critical factor in real world usability, and a growing number of fleet customers are using our EV consultancy services to help support their transition plans and alignment with expected future regulatory changes, such as the phasing out of sales of new ICE cars and LCVs. ## Structural trends Several structural trends are shaping our business, driving momentum and creating opportunities: ### 1. Consumer experience - Shifting consumption and behaviour - Changing customer expectations ### 2. Technology and skills - Transformative technology and increased outsourcing - Employment and skills gap ### 3. Resource efficiency - Natural resource management and circularity - Sustainable mobility ### 4. Energy transition - Lower-carbon vehicles - Climate change infrastructure transition Find out more on our website www.ZIGUP.com --- Strategic report Corporate governance Financial statements Other information ZIGUP plc | Annual Report and Accounts 2026 17 # Our markets continued # UK and Ireland: LCVs The total number of LCVs on the road in the UK and Ireland is estimated at 5.2 million, and the outsourced segment makes up a modest but growing percentage. The decision for short term rental over long-term leasing is determined by several factors, including: financing exposures, greater flexibility in managing fleet size from shorter leasing durations and the advantage of full service and maintenance support offered by rental solutions. Within the UK, ZIGUP is estimated to be the second-largest rental company by number of LCVs, and the largest specialising in B2B flexible and term rental. The companies in third and fourth position are estimated to be under half our fleet size and with no national branch network. Around half of our vehicles are on hire with industries which support the backbone of the UK economy, from local government, and healthcare to engineering and utilities; a further third support retail and consumer services. Customers are increasingly attracted by our range of ancillary services. These include bespoke fitout, telematics, fleet management and support services, consulting and end-to-end support for the transition to EVs. Total LCVs in UK and Ireland 5.2m # Current market dynamics: - Strong new business opportunities, as large fleets increasing look to outsource expensive fleet replacement - Rental is a more attractive fleet strategic option than leasing in a higher interest rate environment and given the greater need for service support for more complex vehicles - Increasing interest in e-LCVs as businesses start to plan their net zero transition, though regulatory uncertainty and product limitations are restricting demand # Spain: LCVs The total number of LCVs is estimated at 4.2 million, with the rental segment representing around 6%, well below the level seen in more mature markets. Smaller car-derived vans represent over half the rental fleet, a significantly higher proportion than in UK and Ireland; at 15 years the average fleet vehicle age in Spain is also higher. LCV rental has seen significant growth over the past five years, competing with ownership and leasing which have remained the traditional routes for most corporates. Flexible rental has attracted strong interest both from large corporate fleets looking to manage overall capacity, and smaller businesses where ownership is not viable within their business model. There are several large market participants; principally traditional/leasing companies focused on the minimum term rental product that typically has limited physical operations or internal service capabilities. Within the flexible rental segment, where a strong branch network is necessary to support a higher level of customer engagement and shorter hire durations, there are very few national or regional players. Northgate Spain has the largest fleet and branch network, with the second-largest provider of flexible rental having less than one third of our fleet size. Total LCVs in Spain 4.2m # Current market dynamics: - Continued robust GDP growth, supporting market growth from corporate expansion and startups - Growth in both minimum term and flexible product penetration as rental market matures - Very few operators with a presence in all major cities, no other nationwide service-focused operator - Limited take-up of EVs as national charging infrastructure limited to urban centres # Accident management, claims and repair In the UK, there are estimated to be over 42 million vehicles on UK roads and around 2.5 million road traffic accidents annually, resulting in c.1.7 million insurance-related vehicle repairs being undertaken. Each claim results in different and complex legal processes but will typically involve incident recovery, replacement vehicle loan and bodyshop or mobile repair. Our existing insurance partners are estimated to represent over 20 million policyholders, and typically contract with providers to secure their hire and repair capacity needs, or as referral partners. We also support large leasing companies that are in the UK's top 50 contract hire and leasing companies, with incident management from the first notification of loss call. The number of bodyshops in the UK are estimated to be around 3,000, and many of these operate as part of networks which provide nationwide reach and capacity. Large insurers are increasingly focused on contracting support from those who are able to utilise the latest repair technology and provide a consistent delivery of high quality repair to stringent service standards, requiring highly skilled technicians and integrated processes. Insurance-related vehicle repairs undertaken 1.7m Total vehicles on UK roads 42m # Current UK market environment: - Softer insurance cycle, a number of regulatory reviews (Motor Insurance Taskforce, Consumer Duty) - Consolidation both in the insurance market and also around bodyshop groups - A number of new specialist insurer entrants operating a fully outsourced model - Capacity easing in bodyshops, but technician supply shortage remains - Greater requirement for digital processing, increase in ADAS and other technologies in vehicles requiring greater investment in bodyshop technology Market information based on management estimates. --- Strategic report Corporate governance Financial statements Other information ZIGUP plc | Annual Report and Accounts 2026 39 ## Financial review continued ### Group cash generation | Year ended 30 April | 2026 £m | 2025 £m | Change £m | | --- | --- | --- | --- | | Underlying EBIT | **200.5** | 202.0 | (1.5) | | Underlying depreciation and amortisation | **302.1** | 262.5 | 39.6 | | **Underlying EBITDA** | **502.6** | 464.5 | 38.1 | | Net replacement capex^{8} | **(355.2)** | (388.3) | 33.1 | | Lease principal payments^{9} | **(51.7)** | (59.5) | 7.8 | | **Steady state cash generation** | **95.7** | 16.7 | 79.0 | | Exceptional cash costs | **(1.3)** | (3.8) | 2.5 | | Working capital and non-cash items | **19.3** | 49.0 | (29.7) | | Growth capex^{8} | **(132.4)** | (65.1) | (67.3) | | Taxation | **(19.9)** | (18.3) | (1.6) | | **Net operating cash** | **(38.6)** | (21.5) | (17.1) | | Distributions from associates | **0.6** | 0.5 | 0.1 | | Interest and other financing cash flows | **(36.7)** | (37.1) | 0.4 | | **Free cash flow** | **(74.7)** | (58.1) | (16.6) | | Dividends paid | **(59.5)** | (59.0) | (0.5) | | Payments to acquire treasury shares | **–** | (5.3) | 5.3 | | Add back: Lease principal payments^{10} | **51.7** | 59.5 | (7.8) | | **Net cash consumed** | **(82.5)** | (62.9) | (19.6) | 8 Net replacement capex is total capex less growth capex. Growth capex represents the cash consumed in order to grow the fleet or the cash that is generated if the fleet size is reduced in periods of contraction. 9 Lease principal payments are included so that steady state cash generation includes all maintenance capex irrespective of funding method. 10 Lease principal payments are added back to reflect the movement on net debt. ### Steady state cash generation Steady state cash generation reached inflexion and increased to £95.7m compared to prior year (2025: £16.7m), with strong underlying EBITDA and a reduction in net replacement capex as we progressed through our fleet replacement programme allowing us to focus on fleet growth. ### Net capital expenditure Net capital expenditure increased by £34.2m at £487.6m due to a £33.1m decrease in net replacement capex and a £67.3m increase in growth capex. Net replacement capex was £355.2m, which was £33.1m lower than in the prior year as we progressed through our fleet replacement programme and focus turned to growth. Net replacement capex was £41.2m lower in UK&I Rental and £1.3m lower in Claims & Services which was partially offset by an increase of £9.6m in Spain. Growth capex of £132.4m (2025: £65.1m) with £27.5m in UK&I Rental, £91.0m in Spain and £13.9m in Claims & Services, supporting fleet growth as UK&I Rental fleet increased following contraction in FY2025, and Spain continues to satisfy demand. Lease principal payments of £51.7m (2025: £59.5m) decreased by £7.8m driven by reductions in both contract hire and hire purchase agreements in the Claims & Services business. ### Working capital Working capital inflow of £19.3m includes £5.4m of non-cash items. A reduction in aged rental debt, and claims collections improving due to insurers moving into protocol resulted in an £5.8m inflow, with a further £8.7m inflow mainly due to phasing of payments. ### Free cash flow Free cash flow decreased by £16.6m to an outflow of £74.7m (2025: £58.1m outflow). Free cash flow is stated after taking account of investments that have been made in the year which will return future cash flow at a sustainable rate of return, ahead of our cost of capital. This includes investment in net replacement capex of £355.2m, capex lease payments of £51.7m and growth capex of £132.4m. ### Net cash consumed Net cash consumed of £82.5m (2025: £62.9m consumed) includes £59.5m of dividends paid (2025: £59.0m) and £nil (2025: £5.3m) for treasury shares purchased. Leverage has increased to 1.9x (2025: 1.8x) due to continued growth and replacement of the fleet. --- Strategic report Corporate governance Financial statements Other information ZIGUP plc | Annual Report and Accounts 2026 40 ## Financial review continued ### Net debt Net debt reconciles as follows: | As at 30 April | 2026 £m | 2025 £m | | --- | --- | --- | | Opening net debt | **836.7** | 742.2 | | Net cash consumed | **82.5** | 62.9 | | Other non-cash items | **69.2** | 31.2 | | Exchange differences | **10.9** | 0.4 | | **Closing net debt** | **999.3** | **836.7** | Closing net debt increased by £162.6m in the year driven by net cash consumed, non-cash items and exchange differences. Exchange difference of £10.9m arose due to movement of exchange rates in the year, with the closing exchange rate being 1.15 (2025: 1.17). Other non-cash items consist of £68.9m of new leases acquired and £0.3m of other items. ### Borrowing facilities As at 30 April 2026 the Group had headroom on facilities of £275m (2025: £412m), with £850m drawn (net of available cash balances) against total facilities of £1,125m. | | Facility £m | Drawn £m | Headroom £m | Maturity | Borrowing cost | | --- | --- | --- | --- | --- | --- | | UK bank facilities | 522 | 275 | 247 | Apr 31 | 4.4% | | Loan notes | 489 | 489 | – | Nov 27-Oct 34 | 2.4% | | Asset financing facility | 100 | 75 | 25 | Apr 29 | 5.2% | | Other loans | 14 | 11 | 3 | Nov 26 | 3.2% | | | **1,125** | **850** | **275** | | **3.3%** | The other loans drawn include £9.6m of local borrowings in Spain, which were renewed for a further year in November 2025, and £0.5m of preference shares. The Group exercised an option to extend its UK bank facilities up to April 2031. The asset financing facility is renewed on an annual basis with drawn debt maturities up to April 2029. The above drawn amounts reconcile to net debt as follows: | | Drawn £m | | --- | --- | | Borrowing facilities | 850 | | Unamortised finance fees | (6) | | Leases | 155 | | **Net debt** | **999** | The overall cost of borrowings at 30 April 2026 is 3.3% (2025: 3.1%). The margin charged on bank debt is dependent upon the Group's net debt to EBITDA ratio, ranging from a minimum of 1.45% to a maximum of 3%. The net debt to EBITDA ratio at 30 April 2026 corresponded to a margin of 1.95% (2025: 1.95%). The split of net debt by currency was as follows: | As at 30 April | 2026 £m | 2025 £m | | --- | --- | --- | | Euro | **708.6** | 649.9 | | Sterling | **297.2** | 194.1 | | **Borrowings and lease obligations before unamortised arrangement fees** | **1,005.8** | 844.0 | | Unamortised finance fees | **(6.5)** | (7.3) | | **Net debt** | **999.3** | **836.7** | ### Maturity of facilities ![img-29.jpeg](img-29.jpeg) There are three financial covenants under the Group's facilities as follows: | As at 30 April | Threshold | 2026 | Headroom | 2025 | | --- | --- | --- | --- | --- | | Interest cover | 3.0x | **6.2x** | £101m (EBIT) | 7.1x | | Loan to value | 70.0% | **45.8%** | £453m (Net debt) | 43% | | Leverage | 3.0x | **1.9x** | £165m (EBITDA) | 1.8x | The covenant calculations have been prepared in accordance with the requirements of the facilities to which they relate. --- Strategic report Corporate governance Financial statements Other information ZIGUP plc | Annual Report and Accounts 2026 41 ## Financial review continued ### Dividend and capital allocation Subject to approval, the final dividend proposed of 18.2p per share (2025: 17.6p) will be paid on 30 September 2026 to shareholders on the register as at close of business on 28 August 2026. Including the interim dividend paid of 8.8p (2025: 8.8p), the total dividend relating to the year would be 27.0p (2025: 26.4p). The dividend is covered 2.0x by underlying earnings. The Group's objective is to employ a disciplined approach to investment, returns and capital efficiency to deliver sustainable compounding growth. Capital will be allocated within the business in accordance with the framework outlined below: - Funding organic growth - Sustainable and growing dividend - Inorganic growth - Returning excess cash to shareholders ### Foreign exchange The Group's reporting currency is Sterling and 75% of its revenue was generated in Sterling during the year (2025: 77%). The Group's principal currency translation exposure is to the Euro, as the results of operations, assets and liabilities of its Spanish and Irish businesses are translated into Sterling to produce the Group's consolidated financial statements. The average and year end exchange rates used to translate the Group's overseas operations were as follows: | | 2026 £:€ | 2025 £:€ | | --- | --- | --- | | Average | 1.15 | 1.19 | | Year end | 1.15 | 1.17 | ### Going concern At 30 April 2026, the Group had approximately £275m in headroom available from cash and its committed facilities with maturities extending to October 2034. In assessing the Group's ability to continue as a going concern for the period until 31 July 2027, the Board analysed a variety of downside scenarios including a severe but plausible scenario and these sensitivities demonstrated there would be no breach of covenants and no scenario where the Group would run out of liquidity. The severe but plausible scenario modelled a reduction in revenue, profit and operating cash flows from risks continuing throughout 2026 and to the period ended 31 July 2027. In all scenarios, the Group would maintain comfortable headroom before modelling the mitigating effect of actions management would take in the event that these downside risks were to crystallise. The Directors concluded that the likelihood of these scenarios were remote. ### Looking forward As I close my first year in role, I thank our colleagues for their continued commitment which resulted in a strong set of financial results. The results are testament to the resilience of the business and the disciplined execution of our strategy. As we enter FY2027 with the new segments of Northgate Mobility, FMG and Spain, I look forward to continuing to deliver on that strategic ambition and driving value for our shareholders. ### Rachel Coulson Chief Financial Officer 7 July 2026 ## Simplified access to broadening fleet range Hear how we have grown our specialist vehicle proposition over the past three years, and how the One Road simplification project has improved customer access to a broad range of vehicles across the UK&I fleet. We acquired Blakedale, our traffic management business in 2023, and have grown its fleet from 320 vehicles to over 1,200 vehicles. On 1 May 2026 the business rebranded to Northgate Traffic Management. Investment has included both fleet growth and product development, together with expanding its presence to four depots across the UK. This has brought our 18-tonne IPV protection HGVs, other workforce vehicles and specialist vehicles, such as arborealist and cherry pickers, closer to our customers, for increased responsiveness and fleet choices. Our One Road programme has helped simplify choices and fleet management for customers, with all fleet choices able to be rented through a single account and relationship team. ![img-30.jpeg](img-30.jpeg) Find out more on our website www.ZIGUP.com/spotlight/whywewin --- Strategic report Corporate governance Financial statements Other information ZIGUP plc | Annual Report and Accounts 2026 42 # GAAP reconciliation ## Consolidated income statement reconciliation | Year ended 30 April | Footnotes (see below) | Statutory 2026 £m | Adjustments 2026 £m | Underlying 2026 £m | Statutory 2025 £m | Adjustments 2025 £m | Underlying 2025 £m | | --- | --- | --- | --- | --- | --- | --- | --- | | Revenue | (a) | 1,858.9 | (222.6) | 1,636.3 | 1,812.6 | (257.6) | 1,555.0 | | Cost of sales | (b) | (1,437.8) | 236.5 | (1,201.3) | (1,414.7) | 284.1 | (1,130.6) | | **Gross profit** | | **421.1** | **13.9** | **435.0** | **397.9** | **26.5** | **424.4** | | Administrative expenses | (c) | (280.6) | 44.2 | (236.5) | (261.5) | 38.9 | (222.6) | | Other income | | 1.3 | – | 1.3 | – | – | – | | **Operating profit** | | **141.8** | **58.1** | **199.9** | **136.4** | **65.4** | **201.8** | | Income from associates | | 0.6 | – | 0.6 | 0.2 | – | 0.2 | | **EBIT** | | **142.4** | **58.1** | **200.5** | **136.5** | **65.4** | **202.0** | | Finance income | | 1.0 | – | 1.0 | 1.5 | – | 1.5 | | Finance costs | | (41.4) | – | (41.4) | (36.6) | – | (36.6) | | **Profit before taxation** | | **102.0** | **58.1** | **160.1** | **101.5** | **65.4** | **166.9** | | Taxation | (d) | (25.8) | (14.4) | (40.2) | (21.6) | (14.2) | (35.8) | | **Profit for the year** | | **76.2** | **43.7** | **119.9** | **79.8** | **51.2** | **131.1** | | Shares for EPS calculation | | 225.9m | | 225.9m | 224.3m | | 224.3m | | Basic EPS | | 33.7p | | 53.1p | 35.6p | | 58.4p | | Adjustments comprise: | Footnotes | Adjustments 2026 £m | Adjustments 2025 £m | | --- | --- | --- | --- | | Revenue: sale of vehicles | (a) | (222.6) | (257.6) | | Cost of sales: revenue sale of vehicles net down | (a) | 222.6 | 257.6 | | Depreciation adjustment (Financial statements Note 27) | | 13.9 | 26.5 | | Cost of sales | (b) | 236.5 | 284.1 | | **Gross profit** | (a)+(b) | **13.9** | **26.5** | | Exceptional items (Financial statements Note 27) | | 26.8 | 20.6 | | Amortisation of acquired intangible assets (Financial statements Note 12) | | 17.3 | 18.3 | | Administrative expenses | (c) | 44.2 | 38.9 | | **Adjustments to EBIT** | | **58.1** | **65.4** | | **Adjustments to profit before taxation** | | **58.1** | **65.4** | | Tax on exceptional items (Financial Statements Note 27) | | (6.7) | (3.1) | | Tax on depreciation rate adjustments and amortisation of acquired intangibles | | (7.7) | (11.1) | | **Tax adjustments** | (d) | **(14.4)** | **(14.2)** | | **Adjustments to profit for the year** | | **43.7** | **51.2** | --- Strategic report Corporate governance Financial statements Other information ZIGUP plc | Annual Report and Accounts 2026 43 # GAAP reconciliation continued # Cash flow reconciliation | Year ended 30 April | 2026 £m | 2025 £m | | --- | --- | --- | | **Underlying EBIT** | **200.5** | 202.0 | | Add back: | | | | Depreciation of property, plant and equipment | 315.8 | 287.5 | | Depreciation adjustment not included in underlying EBIT | (13.9) | (26.5) | | Gain on disposal of assets | (1.3) | – | | Intangible amortisation included in underlying operating profit | 1.5 | 1.5 | | **Underlying EBITDA** | **502.6** | 464.5 | | Net replacement capex^{1} | (355.2) | (388.3) | | Lease principal payments | (51.7) | (59.5) | | **Steady state cash generation** | **95.7** | 16.7 | | Exceptional items (cash expenses) | (1.3) | (3.8) | | Working capital and non-cash items | 19.3 | 49.0 | | Growth capex^{1} | (132.4) | (65.1) | | Taxation | (19.9) | (18.3) | | **Net operating cash** | **(38.6)** | (21.5) | | Distributions from associates | 0.6 | 0.5 | | Interest and other financing costs | (36.7) | (37.1) | | **Free cash flow** | **(74.7)** | (58.1) | | Dividends paid | (59.5) | (59.0) | | Purchase of treasury shares | – | (5.3) | | Add back: lease principal payments | 51.7 | 59.5 | | **Net cash consumed** | **(82.5)** | (62.9) | | **Reconciliation to cash flow statement:** | | | | Net increase in cash and cash equivalents | 3.6 | 2.6 | | **Add back:** | | | | Receipt of bank loans and other borrowings | (159.9) | (212.7) | | Repayments of bank loans and other borrowings | 22.1 | 87.7 | | Principal element of lease payments | 51.7 | 59.5 | | **Net cash consumed** | **(82.5)** | (62.9) | 1 Net replacement capex is total net capital expenditure less growth capex. Growth capex represents the cash consumed in order to grow the fleet or the cash that is generated if the fleet size is reduced in periods of contraction. | Year ended 30 April | 2026 £m | 2025 £m | | --- | --- | --- | | **Reconciliation of capital expenditure** | | | | Purchases of vehicles for hire | 678.7 | 672.7 | | Proceeds from disposals of vehicles for hire | (200.8) | (232.5) | | Proceeds from disposal of other property, plant and equipment | (2.6) | (1.0) | | Purchases of other property, plant and equipment | 10.7 | 11.1 | | Purchases of intangible assets | 1.7 | 3.1 | | **Net capital expenditure** | **487.6** | 453.4 | | Net replacement capex^{1} | 355.2 | 388.3 | | Growth capex^{1} | 132.4 | 65.1 | | **Net capital expenditure** | **487.6** | 453.4 | --- Strategic report Corporate governance Financial statements Other information ZIGUP plc | Annual Report and Accounts 2026 44 ## GAAP reconciliation continued ### Income statement reconciliations | | UKDI Rental 2026 £000 | Spain Rental 2026 £000 | Group sub-total 2026 £000 | | --- | --- | --- | --- | | **Reconciliation of rental profit (current year)** | | | | | Underlying operating profit (Financial statements note 4) | **78,228** | **91,648** | **169,876** | | Exclude: | | | | | Vehicle disposal profits | **(12,050)** | **(24,466)** | **(36,516)** | | **Rental profit** | **66,178** | **67,182** | **133,360** | | Divided by: Revenue: hire of vehicles^{2} | **412,665** | **348,647** | **761,312** | | **Rental margin** | **16.0%** | **19.3%** | **17.5%** | | | UKDI Rental 2025 £000 | Spain Rental 2025 £000 | Group sub-total 2025 £000 | | --- | --- | --- | --- | | **Reconciliation of rental profit (prior year)** | | | | | Underlying operating profit (Financial statements note 4) | 90,383 | 81,780 | 172,163 | | Exclude: | | | | | Vehicle disposal profits | (28,723) | (23,735) | (52,458) | | **Rental profit** | **61,660** | **58,045** | **119,705** | | Divided by: Revenue: hire of vehicles^{2} | 392,083 | 300,098 | 692,181 | | **Rental margin** | **15.7%** | **19.3%** | **17.3%** | $^{2}$ Revenue: hire of vehicles including intersegment revenue (see Note 4 of the financial statements). | | 2026 £000 | 2025 £000 | | --- | --- | --- | | **Reconciliation of Underlying EBIT excluding disposal profits** | | | | Underlying EBIT (Financial statements note 4) | **200,487** | 201,955 | | Exclude: | | | | Vehicle disposal profits | **(36,516)** | (52,458) | | **Underlying EBIT excluding disposal profits** | **163,971** | 149,497 | ### Balance sheet reconciliations | Year ended 30 April | 2026 £m | 2025 £m | 2024 £m | | --- | --- | --- | --- | | **Reconciliation of Group ROCE** | | | | | Net assets | **1,090.7** | 1,063.2 | 1,043.4 | | Net debt | **999.3** | 836.7 | 742.2 | | Less: acquired intangibles | **(71.1)** | (88.3) | (106.8) | | Less: goodwill | **(111.9)** | (111.9) | (115.9) | | Less: Adjustments for exceptional depreciation | **(6.8)** | (17.4) | (37.2) | | **Capital employed** | **1,900.2** | 1,682.3 | 1,525.7 | | **Average of capital employed^{3}** | **1,791.3** | 1,604.0 | | | Underlying EBIT | **200.5** | 202.0 | | | **ROCE^{4}** | **11.2%** | 12.6% | | $^{3}$ Calculated as a two point average using the closing capital employed at 30 April in the current and comparative year. $^{4}$ Calculated as Underlying EBIT divided by average capital employed. | Year ended 30 April | 2026 £'000 | 2025 £'000 | | --- | --- | --- | | **Reconciliation of leverage** | | | | Consolidated net debt (Financial statements note 19) | **999,295** | 836,695 | | Less: IFRS16 adjustments^{5} | **(151,126)** | (130,636) | | Other adjustments | **7,937** | 4,810 | | **Adjusted net debt** | **856,106** | 710,869 | | Underlying EBITDA | **502,580** | 464,494 | | Less: IFRS16 adjustments^{5} | **(53,757)** | (61,052) | | **Adjusted EBITDA** | **448,823** | 403,442 | | **Leverage^{6}** | **1.9x** | 1.8x | $^{5}$ IFRS16 adjustments relating to lease liabilities that would not have been recognised prior to adoption of IFRS16. $^{6}$ Calculated as adjusted net debt divided by adjusted EBITDA. --- Strategic report Corporate governance Financial statements Other information ZIGUP plc | Annual Report and Accounts 2026 45 ## Identifying and managing risk # Managing risks to support our strategy and stakeholders. Effective risk management allows us to be responsive to changing stakeholder needs and market dynamics; ensuring strong governance and execution of our strategy in order to deliver sustainable returns to our shareholders. ### Risk focus Risks facing the Group continue to be wide ranging, with both external and internal factors providing uncertainty and requiring careful management. Geopolitical uncertainties, global conflicts and increased inflationary pressures create a less stable macroeconomic environment. Within this evolving landscape, it is difficult to fully appraise the impact on the markets in which we operate, including costs in our supply chain and demand for our products and services, but this will continue to be closely monitored as it develops. The Group Risk Committee meets on a quarterly basis, with the risk management process embedded across the Group, and the Board overseeing its work. This enables risks to be identified from a top down and bottom up perspective, with appropriate ownership and management of these risks throughout the Group. A description of principal board decisions made during the year is included within the Section 172 statement on pages 70 to 72. ![img-31.jpeg](img-31.jpeg) ### Identifying and managing risks The Board recognises the importance of identifying and actively monitoring the impact of strategic, operational and financial risks. The Board maintains overall responsibility for risk management, with a focus on determining the nature and extent of exposure to the principal and emerging risks the business is willing to have in achieving its strategic objectives. This includes reviewing risk appetite in each area of risk. Risk appetite is assessed in the context of our business model and the external environment in which we operate. The Board oversee the continual process for identifying, evaluating and managing the significant risks the Group faces, which was strengthened in the year with the launch of a new Group wide risk management platform. The Board is also responsible for ensuring the appropriate risk management process is in place and that it accords with risk management guidance including a three-lines-of-defence approach. The Board has performed a robust assessment of the principal and emerging risks facing the Group during the year. The executive-led Group Risk Committee, facilitated by the Group Head of Internal Audit, is responsible for facilitating the identification of risks, including emerging risks, and overseeing management of those principal risks throughout the Group in order to achieve our performance goals, within the context of risk appetite. The Board confirmed they have performed an assessment of the risk management and internal control systems. On behalf of the Board, the Audit Committee takes responsibility for overseeing the effectiveness of internal control systems which are embedded into our risk management systems. The Group Risk Committee continues to review and evaluate the robustness of the risk management systems on behalf of the Board. Ultimate responsibility for oversight of risk management rests with the Board. The Executive Committee assesses top down risk exposures against the context of the Group's strategy, and the effective day-to-day management of risk is embedded within our operational business units and forms an integral part of how we work. This bottom up approach allows potential risks to be identified at an early stage and escalated as appropriate, with mitigations put in place to manage such risks. Each business unit maintains a comprehensive risk register. Changes to the register are reviewed quarterly by the Group Risk Committee, with significant and emerging risks escalated to the Board. --- Strategic report Corporate governance Financial statements Other information ZIGUP plc | Annual Report and Accounts 2026 46 Identifying and managing risk continued # Risk management framework. There is a formal governance structure underpinning our approach to risk management. The Group ensures that there are robust processes in place in order to achieve effective risk management. This involves the identification, evaluation, control and continuous monitoring of risk posed to the business. These processes ensure that we have appropriate measures to manage our exposure to risk in order to operate within the Group's risk appetite. Further details on the Board's oversight of internal controls can be found within the Audit Committee report on pages 88 to 93. ![img-32.jpeg](img-32.jpeg) --- Strategic report Corporate governance Financial statements Other information ZIGUP plc | Annual Report and Accounts 2026 47 Identifying and managing risk continued # Risk appetite. The Board is responsible for overseeing the risk appetite of the Group with risk appetite based on the level of risk that the Group is willing to take in order to deliver against strategic, operational and financial objectives. The risk appetite processes ensure that risks are consistently managed across the Group with decisions being made regarding the right level of risk, and ensure that the appropriate resources and controls are put in place at each level of risk. This also makes sure that risks are escalated appropriately and proportionately in line with overall appetite. 1. Describe potential impact categories Areas of potential risk impact are determined. These are categories of outcomes that could follow risk events materialising. Risk impact categories are set out in table 1. 2. Set acceptable risk level Increasing levels of impact are described within each impact category from very low to extreme. Consideration is then given to appetite for each level of impact within each impact category. Appetite is expressed as an acceptable probability for that level of impact arising from risk events over an agreed timeframe. Impact levels are not directly comparable between impact categories: for example, a medium financial impact is not necessarily directly comparable with a medium environmental impact. Judgement is used to define what outcome would be medium risk in each category. 3. Analyse risks and compare to defined appetite levels Risks are analysed for potential impacts that could arise, if the risk were to materialise; and the probability of the risk occurring. The level of probability and potential impact are compared to defined risk appetite. 4. Determine action Where the assessed combination of probability and impact falls outside of defined appetite, appropriate action is considered. This may include implementing additional or strengthened controls to lower probability or impact. Where appropriate, consideration is given to increasing exposure if it supports strategic objectives such as growth and higher returns. Table 1: risk impact categories | | Appetite at each impact level | | | | | | --- | --- | --- | --- | --- | --- | | | Very low | Low | Medium | High | Extreme | | 1 Financial | | | | | | | 2 Legal and regulatory compliance | | | | | | | 3 Commercial contract compliance | | | | | | | 4 Supplier contract compliance | | | | | | | 5 Health and safety | | | | | | | 6 Environment | | | | | | | 7 Employee | | | | | | | 8 Customer | | | | | | | 9 Public | | | | | | Lighter shading denotes lower acceptable probability, darker shading denotes greater acceptable probability. Impact levels in different impact categories are not necessarily directly comparable. --- Strategic report Corporate governance Financial statements Other information ZIGUP plc | Annual Report and Accounts 2026 48 ## Identifying and managing risk continued # Identifying and managing risk. The Board maintains a focus on effective risk management, which flows all the way through the organisation. As with any business, the Group faces risks and uncertainties in the course of our operations. It is only by timely identification, effective management and monitoring of these risks that we are able to continue to deliver our strategy. The assessment of principal risks are based on the perceived impact on the Group's ability to achieve its strategic objectives and the likelihood of their occurrence, taking into account controls that have been put in place to mitigate any impact. ### Principal risks Recognising that business activity involves elements of risk, the Group maintains a policy of continually identifying and reviewing risks that represent a threat to the business, or that may cause future financial results to differ materially from expected results. Our approach is not intended to eliminate risk entirely, but to manage our risk exposure across the business, whilst at the same time capitalising on opportunities. The Executive Committee has carried out a robust assessment of the principal and emerging risks facing the Group, including those that would materially threaten its business model, future performance, solvency or liquidity. The risks specified are not intended to represent an exhaustive list of all potential risks and uncertainties. For each risk we state what it means for us and what we are doing to manage it. The change in risk is assessed using the aggregation of bottom up risks which have been mapped against principal risks and also the top down view, as well as emerging risks. The risk level change represents the assessed risk exposure as at 30 April 2026 compared to the same point in the previous year. The risk factors outlined should be considered in conjunction with the Group's system for managing risk, described on pages 45 to 47. ### Emerging risks In addition to principal risks, the Board considers emerging risks which may impact the Group. The Group considers an emerging risk to be one that does not currently have a material impact on the business but has the potential to impact future strategy or operations. The Group deploys horizon scanning techniques to assess and regularly monitor these risks and develops actions to address them where appropriate. The Board considers climate-related matters, including the recommendations from the TCFD as emerging risks and believes that climate change is not individually a principal risk, but is more appropriately addressed within our underlying risk categories for short to medium term impacts; and then separately through our TCFD risk assessment for longer term implications, as set out on pages 58 to 67. This better reflects the risks and opportunities which will arise over the longer term. --- Strategic report Corporate governance Financial statements Other information ZIGUP plc | Annual Report and Accounts 2026 49 # Principal risks and uncertainties # Strategic risks. # The world we live in The successful delivery of our strategy is influenced by the world we live in, and we need to adapt to a changing global environment. Changes in both economic and environmental conditions in the countries that the Group operates in or is linked to, through our supply chain, could affect how we deliver our services or change the cost base of the business. Risk appetite Low Mitigated risk within appetite Yes Risk trend No change Risk trend explanation - Economic uncertainty in global markets due to political change and global conflicts could impact the Group in the future. We have not seen any immediate impact on demand or supply within our primary markets and will continue to monitor this - Increased inflationary pressures continue to be managed through operational efficiencies and targeted pricing actions Influencing factors - Changes in economic conditions including economic growth forecasts, exchange rates, interest rates and inflationary pressures - Influences of global conflicts on global supply chains - Increases to global tariffs could increase the costs in the supply chain and affect our customers' businesses - The impact that environmental conditions such as extreme weather could have on our operations, as well as our impact on the environments in which we operate - Inability to find appropriate premises or facilities to fulfil the Group's operational needs Stakeholder impact Link to strategy Enable. Deliver. Grow. Controls and mitigating activities - The Group's business model and balance sheet strength provide resilience to economic downturns, with the flexibility of our offer being attractive in times of uncertainty - In the event of a downturn, the Group can manage its fleet flexibly, generating cash and reducing debt by reducing vehicle purchases or accelerating disposals - The cost base related to management of insurance claims and services is flexible and can be scaled back in response to a downturn in revenue - Pricing structures remain under review in the context of cost inflation with minimum return thresholds protecting margins - Credit risk of new and existing customers is continually assessed, and the Group has a diversified customer base without over-reliance on an individual or group of customers across any sector - The Group maintains close relationships with key suppliers to ensure continuity of supply and diversifies the supplier base in periods when supply becomes restricted - Foreign exchange exposure is minimised through sourcing supplies in the same currency as the revenue is generated. Translation risk is managed through holding a proportion of borrowings in Euro in order to hedge against the investment in Euro net assets - Our property portfolio is continually reviewed, with investment in infrastructure and new facilities added to our estate in the year to increase capacity and effective customer service - Management continue to assess the impact of global conflicts and international tariffs on the operations of the Group Key to stakeholder impact: - Customers and consumers - Partners and suppliers - Governments and regulators - Investors - Colleagues - Community Risk appetite represents average risk appetite across the risk impacts (page 47) that relate to each risk. --- Strategic report Corporate governance Financial statements Other information ZIGUP plc | Annual Report and Accounts 2026 50 Principal risks and uncertainties continued # Strategic risks. ## 2 Our markets and customers We operate in markets undergoing significant transformations both through changing business models and customer expectations for smarter and increasingly sustainable mobility. If the Group does not respond to behavioural, structural, legal, or technological changes in our markets there is a risk that demand for our services will reduce. Changes to the insurance market or loss of a key insurance referral partner could adversely impact the Group's revenues. Risk appetite Low Mitigated risk within appetite Yes Risk trend No change Risk trend explanation - No significant change in customer composition which continues to be diversified across sectors with no reliance on individual customers or size - We continue to receive excellent customer satisfaction scores as the breadth of our services remains attractive for our customers - The decision to simplify the UK&I operations and exit a number of our non-core markets allows us to refocus our strategic delivery and offer the best experience for our customers Influencing factors - Structural changes to the rental and insurance and repair markets such as consolidation, digitalisation or vertical integration could impact on the viability of the business model if we are not agile enough to respond to those trends - Changes to regulations for operation of ICE vehicles and widening of low-emission zones will change the way in which mobility services will need to be delivered - Price competition for an equivalent service, could impact our ability to attract and retain customers at appropriate rates of return - Increases in insurance referral rates or cost increases which cannot be passed on through claims could impact viability of returns - Loss of a major customer or insurance referral partner could diminish returns if the cost base is not managed appropriately - Inability to deliver change for evolving customer needs may hinder our ability to retain customers and secure new contract wins Stakeholder impact Link to strategy Enable. Deliver. Grow. Controls and mitigating activities - Our strong reputation for trusted and expert advice and customer service improves retention of existing customers and increases our attractiveness to new customers by differentiating our offer from other market participants - Continued evolution of the fleet towards non-ICE vehicles with development of our offering to cater to changing customer needs - Significant investment has been made in our bodyshops to increase both our capacity and in-house capabilities to deliver to our customers - Continual benchmarking of pricing and service offer compared to competitors and other market participants. Pricing controls over target levels of returns and discount authorities protect margins - Minimising the concentration of business customers and maintaining long-term relationships with insurance partners, with a large proportion of revenue coming from contracts with customers, that are greater than one year in length - The Group made the decision to exit some markets of non-core operations and restructure our UK&I operations to best serve our customers Key to stakeholder impact: Customers and consumers Partners and suppliers Governments and regulators Investors Colleagues Community --- Strategic report Corporate governance Financial statements Other information ZIGUP plc | Annual Report and Accounts 2026 51 Principal risks and uncertainties continued # Operational risks Fleet availability Failure to secure sufficient access to fleet at appropriate pricing would impact on our ability to meet operational and customer service delivery, overall returns and our ability to grow organically. An increase in fleet holding costs either through higher new vehicle pricing or lower residual values, if not recovered through pricing increases or operational efficiencies, would adversely affect returns. Inability to access new vehicle entrants may make our product offering less attractive to customers and impact returns. Risk appetite Low Mitigated risk within appetite Yes Risk trend No change Risk trend explanation - After stabilising in the prior year, the Group continued to be able to source vehicles at appropriate prices, progressing our programme of fleet replacement following increase in holding periods post COVID-19 - Residual values normalised in line with expectations Influencing factors - Global supply has stabilised in recent years following a period of major disruption - Residual values were stable in the year. Management continually review residual values as they are influenced by other economic conditions - The impact of increases to global tariffs on the automotive industry remains uncertain Stakeholder impact Link to strategy Enable. Deliver. Grow. Controls and mitigating activities - The business model supports high levels of utilisation and vehicles returned from customers are redeployed within the fleet - The Group maintains close relationships with key suppliers to ensure continuity of supply and has diversified the supplier base in order to broaden access to new vehicles - New vehicle models have been introduced as they have been introduced to market, reflecting our strong supplier relationships - The Group minimises vehicle holding costs by flexibly managing the fleet so that vehicles can be deflected at the optimal point in their lifecycle through our own sales channels. We manage vehicle sales through our own retail sales network and online sales channels - Flexibility over asset management means that in the short term the Group can mitigate the shortage of supply of new vehicles by deferring capex Key to stakeholder impact: Customers and consumers Partners and suppliers Governments and regulators Investors Colleagues Community --- Strategic report Corporate governance Financial statements Other information ZIGUP plc | Annual Report and Accounts 2026 52 Principal risks and uncertainties continued # Operational risks Our people We rely on the expertise and experience of our people in order to stay at the forefront of changes to our markets and to maintain and deliver high levels of customer service. Failure to attract, retain, develop and motivate this talent would impact the Group's ability to meet its strategic objectives. We also understand our responsibility to keep our people safe through appropriate health and safety risk management to maintain trust with our people and reputation across all stakeholders. The Group continues to ensure that the health and safety procedures we have in place are robust to minimise this threat as far as possible. Risk appetite Very low Mitigated risk within appetite Yes Risk trend No change Risk trend explanation - Consistently strong colleague engagement scoring reflects the measures taken to improve communication, training and development of our people - Continual review of benefits including a further free shares issuance, and initiatives such as buying and selling of annual leave - Routes to employment markets continue to be supported by in-house recruitment and the vacancy filler platform used across the Group Influencing factors - External pressures in the labour market create issues in attracting and retaining talent and therefore delivery of the operating model and commercial proposition - The diverse operations of the Group growing organically and inorganically across a wide geographical area increase the challenge of fostering a shared culture in line with strategic objectives - Not safeguarding colleague's health and welfare and failure to invest in our workforce will lead to high levels of staff turnover, which will affect customer service, operational efficiency and overall delivery of the Group's strategy Stakeholder impact Link to strategy Enable. Deliver. Grow. Controls and mitigating activities - Engagement with the Group's leadership teams through The Voice Network forums and the annual Have Your Say survey as well as site visits - Internal communications establish values which are aligned to the Group's strategy, and we undertake regular communication of the strategic progress by the Group and how that best serves our people through various platforms - Establishing a dedicated team to manage onboarding and support new joiners in the early stages of their ZIGUP careers - Ongoing benchmarking of reward and benefits against the comparable employment market - Regular performance reviews including personal development and tailored training as well as a mentoring programme - Regular engagement with colleagues and access to health and wellbeing initiatives - Widening of rewards and benefits including share ownership, financial wellbeing initiatives and holiday buy and sell initiatives - Development of mentoring programmes to support career progression opportunities within the Group - Continual development of the Group's health and safety initiatives to facilitate safe working environment Key to stakeholder impact: Customers and consumers Partners and suppliers Governments and regulators Investors Colleagues Community --- Strategic report Corporate governance Financial statements Other information ZIGUP plc | Annual Report and Accounts 2026 53 Principal risks and uncertainties continued # Operational risks Regulatory environment The Group must comply with all laws and regulations as well as adhere to contractual obligations; certain activities within the Group are regulated, therefore ongoing compliance with regulations is required to ensure continuity of business. Legal cases relating to the provision of credit hire and insurance-related services have provided a precedent framework which has remained stable for several years. Legal challenges or changes in legislation could undermine this framework with consequences for the markets in which the Group operates. Risk appetite Very low Mitigated risk within appetite Yes Risk trend No change Risk trend explanation - No material changes to laws and regulations - No material changes to contractual obligations - Continual horizon scanning and planning for future changes to laws and regulations Influencing factors - Changes to the legislation or regulatory environment in any of the Group's markets could impact revenue and profitability, particularly within the credit hire, insurance and legal services businesses - Non-compliance with contractual obligations could give rise to disputes which could be costly to the business and damage the Group's reputation - Inadequate operation of systems to monitor and ensure compliance with regulations could expose the Group to fines and penalties, or operating licences could be suspended. Our reputation could be adversely affected across all stakeholder groups Stakeholder impact Link to strategy Enable. Deliver. Controls and mitigating activities - In-house legal and compliance team continually monitoring regulatory and legal compliance - Horizon scanning and monitoring of legal and regulatory developments - Policies and procedures and compliance monitoring programmes - Training in relation to relevant legislation, regulatory responsibilities and the Group's policies and procedures - The Group is underway with its programme to simplify the UK&I operating model resulting in a revised structure; the Group is committed to maintaining a strong control environment throughout transition - As previously announced, the Group is in the process of exiting the personal injury market. This run-off is being managed in line with regulations protecting the handling of legal cases - External advisors are retained where necessary Key to stakeholder impact: Customers and consumers Partners and suppliers Governments and regulators Investors Colleagues Community --- Strategic report Corporate governance Financial statements Other information ZIGUP plc | Annual Report and Accounts 2026 65 # TCFD and SECR Report continued Table 3: Climate-related opportunities | | Risk rating | Timeframe | | | Scenario relevance | Our response | | | | | | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | | | | Short 0-3 years | Medium 3-9 years | Long 9+ years | | 1 | 2 | 3 | 4 | 5 | | **Opportunities** | | | | | | | | | | | | The higher total cost of ownership and the demand for operational resilience are accelerating the shift toward service-led rental solutions for EVs. | 2 | 2 | 3 | 2 | Orderly transition | Our flexible rental terms and bundled services help reduce capital expenditures and lower customers' ownership costs, minimising the commercial and operational risks of transitioning their fleet to EVs. | | | | | | | | | | | Disorderly transition | | | | | | | | | | | | Adaptation | | | | | | | Many public sector organisations aim to transition to all-electric vehicle fleets by 2030, while private-sector companies working with them are also adopting ambitious carbon-reduction initiatives. | 1 | 2 | 1 | 0 | Orderly transition | We provide tailored guidance on e-LCV options and charging solutions by gaining a thorough understanding of each customer's fleet, operations, and decarbonisation goals. By aligning our solutions with their strategies, we help customers achieve their ambitious carbon reduction targets. | | | | | | | | | | | Disorderly transition | | | | | | | | | | | | Adaptation | | | | | | | The efficiency of ICE vehicles continues to improve, and the way a fleet is driven and managed can contribute to emissions reductions. | 2 | 3 | 2 | 0 | Orderly transition | We provide valuable insights for fleet management through telemetry services that detail vehicle routes, utilisation, and driver behaviour, helping clients select optimal vehicle specifications for fuel efficiency and emission reduction. Additionally, we offer driver safety and efficiency training, along with advice on low-carbon fuel options. | | | | | | | | | | | Disorderly transition | | | | | | | | | | | | Adaptation | | | | | | | The insurance sector's journey toward decarbonisation has made sustainability a key lever for winning and retaining accident repair contracts. | 2 | 2 | 2 | 1 | Orderly transition | Our ambitious plans to reduce emissions from our repair operations and those of our external vehicle repair network will help safeguard our long-term profitability in the repair sector. Adoption of repair over replacement techniques will reduce lifecycle emissions. | | | | | | | | | | | Disorderly transition | | | | | | | | | | | | Adaptation | | | | | | --- Strategic report Corporate governance Financial statements Other information ZIGUP plc | Annual Report and Accounts 2026 66 # TCFD and SECR Report continued # SECR Report. ## Approach and methodology We seek to enhance our disclosures through improved year-on-year reporting. This includes reviewing our data collection processes and our calculation methodology. This section incorporates emissions data presented in accordance with the operational control approach, as required under the Companies (Directors' Report) and Limited Liability Partnerships (Energy and Carbon Report) Regulations 2018. We have included each facility under operational control within the figures. The Group has used the principles of the GHG Protocol Corporate Accounting and Reporting Standard (revised edition), ISO 14064-1. We have predominantly used 2025 DESNZ conversion factors to arrive at the information supplied (supplemented by Our World in Data 2023 and Sustainable Energy Authority of Ireland 2023). An independent, UKAS-accredited, third-party assessor has verified the GHG data. Verification includes Scope 1 and 2, and Scope 3 categories 2 (vehicles only), 3, 11 and 13, representing more than 95% of our footprint. Our assurance reports are available within the sustainability section of our website. ## Reporting and baseline year Our carbon reporting and fiscal years are aligned, so the information presented covers FY2026 as defined in the glossary. We are in the process of validating science-based targets. As part of our preparation we have reset our baseline year to FY2024. For Scope 3, our current business is better represented by the emissions in FY2024, as in FY2022 we were still experiencing post-pandemic impacts on our client fleet numbers. FY2024 was reviewed and restated in our last Annual Report (FY2025) and is an appropriate baseline for the Group, better reflecting our current business activities. ## Energy efficiency We continue to look for efficiency savings across our facilities. When opening new sites, or improving existing ones, consideration is taken to utilise new or more efficient technology to reduce energy consumption. For example, our new Hoddesdon site had an EPC rating of A, with benefits including electrical heating, solar panels and LED lighting. We are also continuing to roll out the heating asset replacement programme, replacing aged and inefficient assets with new energy-efficient models. More than 70% of our natural gas consumption is used for our repair services. In the UK, FMG RS have developed a 10-year plan to replace all spray booths with newer, more energy-efficient technology. The plan is informed by the results from energy monitoring of new and old booths in Accrington, together with a portfolio-wide review of all spray booths, ranking them by age, condition and cost to maintain or annual maintenance costs. # 8% reduction in Scope 1 and 2 emissions since FY2025 # 99.9% renewable electricity at our sites ## Scope 3 analysis 95% of our Scope 3 emissions are from categories 2, 11, and 13, mainly related to vehicles within our value chain. Categories 8, 10, and 14-15 are not relevant to ZIGUP. Other categories contribute less than 1% each, except for Cat 1 at 2.8%. In FY2026, our Scope 3 emissions increased by 2.3% to 2,459,469 tCO₂e, less than the growth of 5.9% in our vehicle fleet. Category 2 – Capital goods refers to the emissions from purchased vehicles, which we use Green NCAP's Life Cycle Assessment to evaluate. EVs have higher battery-related emissions than ICE vehicles, so we expect Cat 2 emissions to rise as we transition to EVs. However, the lower in-use emissions from EVs will offset this increase. In FY2026, category 2 emissions increased by 8.2% compared to FY2025, primarily due to the types and number of vehicles purchased. ![img-33.jpeg](img-33.jpeg) Category 11 – Use of sold product refers to the expected emissions from fleet vehicles we dispose of and those sold on behalf of third parties. As we upgrade to more efficient vehicles, we sell older, less efficient ones. Emissions for category 11 fell 6.6% compared to FY2025, due to fewer vehicle sales in FY2026. Medium- to long-term, we anticipate a decrease in emissions as we transition to selling more EVs. Category 13 – Downstream assets pertain to emissions from our vehicle fleet, which customers drive. In FY2026, our emissions increased by 12.5%, from 769,886 tCO₂e in FY2025 to 865,920 tCO₂e. This is predominantly due to strong business growth seen in Spain, where our fleet size increased. There were also some increases to DESNZ emission factors for LCVs and HGVs. --- Strategic report Corporate governance Financial statements Other information ZIGUP plc | Annual Report and Accounts 2026 67 # TCFD and SECR Report continued ## Scope 1 and 2 analysis In FY2026 our Scope 1 and 2 emissions have decreased 25% compared to our FY2024 baseline, to 14,587 t CO$_{2}$e. We are continuing to show year-on-year reductions (8% lower than FY2025) and will shortly publish a Transition Plan which will include updated Scope 1, 2 and 3 targets, set against the FY2024 baseline. Our in-year reductions in Scope 1 and 2 emissions largely relates to our vehicles, through a combination of operational improvements in client fleet logistics, and improved systems for data monitoring giving greater clarity on how and where vehicles were moved. For example, we disposed of dedicated runner vehicles in FY2025, used to facilitate relocation of drivers. We now support collection and deliveries through improved logistics, and when a runner vehicle is required our drivers preferentially use an electric vehicle from the available fleet. Within Scope 1, our gas consumption and emissions increased by 8%. This is predominantly due to increased consumption in repair services, alongside business growth in this area. However, considered on a 'per repair' basis, the CO$_{2}$e intensity of our repair business has improved by 6%, from 65.4 kg CO$_{2}$e/repair in FY2025 to 61.5 kg CO$_{2}$e/repair in FY2026.$^{3}$ Our Scope 2 location-based emissions decreased, mainly due to a reduction in the DESNZ emission factors through greater use of renewables in the UK grid. The proportion of renewable electricity we procure and generate at our sites remains at 99.9%, compared to 64% in FY2024. We remain committed to 100% renewable electricity at our global sites. ## 1.1. GHG and energy | | | Unit | FY2026 | FY2025 | FY2024^{1} (Baseline) | | --- | --- | --- | --- | --- | --- | | **GHG emissions** | | | | | | | **Scope 1 emissions** | UK | tCO_{2}e | **11,775** | 12,670 | 13,561 | | Combustion of fuel and operation of facilities | Non-UK | tCO_{2}e | **2,640** | 2,873 | 3,488 | | **Scope 2 emissions** | UK market-based | tCO_{2}e | **170** | 286 | 2,395 | | Electricity, heat, steam and cooling | UK location-based | tCO_{2}e | **2,889** | 3,336 | 3,732 | | | Non-UK market-based | tCO_{2}e | **2** | 3 | 17 | | | Non-UK location-based | tCO_{2}e | **862** | 868 | 729 | | Total gross Scope 1 and 2 (market-based) | UK | tCO_{2}e | **11,945** | 12,956 | 15,956 | | | Non-UK | tCO_{2}e | **2,642** | 2,876 | 3,505 | | Total gross Scope 1 and 2 (market-based) | Group | tCO_{2}e | **14,587** | 15,832 | 19,461 | | Revenue (£m)^{2} | Group | £m | **1,636** | 1,555 | 1,521 | | Intensity ratio:^{3} | Group | tCO_{2}e per £m of revenue | **11** | 13 | 14 | | **Scope 3 emissions^{4}** | | | | | | | Cat 2: Purchased capital goods | Group | tCO_{2}e | **460,441** | 425,604 | 371,400 | | Cat 11: Use of sold products | Group | tCO_{2}e | **1,017,933** | 1,090,166 | 1,088,838 | | Cat 13: Downstream leased assets | Group | tCO_{2}e | **865,920** | 769,886 | 837,484 | | Other categories^{5} | Group | tCO_{2}e | **115,175** | 118,678 | 134,333 | | Total gross Scope 3 emissions | Group | tCO_{2}e | **2,459,469** | 2,404,334 | 2,432,055 | | Total gross Scope 1, 2 and 3 emissions | Group | tCO_{2}e | **2,474,056** | 2,420,166 | 2,451,516 | | **Energy consumption** | | | | | | | **Scope 1 emissions** | UK | kWh | **55,634,668** | 58,859,411 | 62,792,736 | | | Non-UK | kWh | **10,333,458** | 11,374,025 | 13,948,999 | | **Scope 2 emissions** | UK | kWh | **16,308,729** | 16,108,101 | 18,023,965 | | | Non-UK | kWh | **4,812,805** | 4,851,601^{6} | 4,550,161 | 1 Baseline reset to FY2024 according to restated emissions published in FY2025 Annual Report and Accounts. 2 Revenue excludes vehicles sales. 3 Revenue intensity ratio based on Scope 1 and Scope 2 location data. Per repair intensity based on Scope 1 and Scope 2 market data. 4 Scope 3 categories are calculated as Well-to-Wheel emissions. 5 Other Scope 3 categories includes categories 1, 3, 4, 5, 6, 7, 9, and 12. 6 Corrected figure replaces that previously published. --- Strategic report Corporate governance Financial statements Other information ZIGUP plc | Annual Report and Accounts 2026 68 ## Non-financial and sustainability information statement We continue to evolve our non-financial disclosures in line with emerging recommendations and principles, ensuring we remain compliant with the reporting requirements in sections 414CA and 414CB of the Companies Act. The information is included by cross-reference and further non-financial information is available in our Sustainability report and on our website at www.ZIGUP.com. | Reporting requirement | Policies and standards which govern our approach | Risk management and additional information | | | --- | --- | --- | --- | | Environmental matters | - Environmental sustainability policy - Health and safety policy - Waste and resource efficiency policy - Whistleblowing policy | Stakeholder value and impact pages 20 to 21 | Sustainability progress page 30 | | Our people | - The Respect Training e-Learning package - Diversity, equity and inclusion policy - Code of business conduct - Whistleblowing policy - Health and safety policy | Colleague numbers by gender page 28 Diversity pages 29, 86 and 87 | Stakeholder value and impact pages 20 to 21 Sustainability progress pages 26 to 29 CEO's remuneration compared to employees page 105 Gender pay gap report published on qualifying entities' websites | | Human rights | - Modern slavery statement - Code of business conduct - Whistleblowing policy | Governance page 80 | Governance and operational reporting page 82 | | Anti-corruption and anti-bribery | - Code of business conduct - Whistleblowing policy - Anti-corruption and anti-bribery policy | Governance page 80 | Governance and operational reporting page 82 | | Social matters | | Sustainability progress pages 26 to 29 | Stakeholder value and impact page 20 to 21 | | Policy embedding, due diligence and outcomes | | Governance framework and structure page 78 | Board activity during the year page 77 Report of the Audit Committee pages 88 to 93 | | Principal risks and impact on business activity | | Identifying and managing risks pages 45 to 48 | Principal risks and uncertainties pages 49 to 56 | | Description of business model | | Our business model page 18 | Our strategy page 22 | | Non-financial key performance indicators | | | Key performance indicators page 33 | --- Strategic report Corporate governance Financial statements Other information ZIGUP plc | Annual Report and Accounts 2026 69 ## Non-financial and sustainability information statement continued ### Disclosures in compliance with the requirements of the UK Companies Act 2006 (as required by 414CA and 414CB) can be found in our report as follows: | Companies Act climate-related financial disclosure | Location of disclosure within this report | | --- | --- | | Governance arrangements for assessing and managing climate-related risks and opportunities | **Climate governance** page 59 | | How ZIGUP identifies, assesses and manages climate-related risks and opportunities | **Climate risk management** page 62 | | Integration of climate-related risk identification, assessment and management processes into our overall risk management process | **Identifying and managing risks** pages 45 to 48 **Climate risk management** page 62 | | Principal climate-related risks and opportunities arising in connection with our operations | **Climate-related risks** page 64 **Climate-related opportunities** page 65 | | The time periods by reference to which those risks and opportunities are assessed | **Climate risk management** page 62 | | The actual and potential impacts of the principal climate-related risks and opportunities on the business model and strategy in different climate-related scenarios | **Climate-related risks** page 64 **Climate-related opportunities** page 65 | | Resilience of our business model and strategy in different climate-related scenarios | **Climate-related risks** page 64 **Climate-related opportunities** page 65 | | Our targets to manage climate-related opportunities and performance against targets | **Climate metrics and targets** pages 30, 60 and 67 | | Key performance indicators for assessing progress against targets | **Climate metrics and targets** pages 60 and 67 | --- Strategic report Corporate governance Financial statements Other information ZIGUP plc | Annual Report and Accounts 2026 70 Section 172 statement # Promoting success for the benefit of all. In accordance with Section 172 of the Companies Act 2006 (Section 172), the Group and its Directors act in the way that they consider in good faith would most likely promote the success of the Company for the benefit of its members as a whole. Key stakeholders Customers and consumers Partners and suppliers Our people Investors Community Governments and regulators Throughout the Annual Report and Accounts, we provide examples of how the Group has taken into account the likely consequences of decisions in the long-term, fosters and builds relationships with stakeholders. The Board understands the importance of engaging with our people and gives consideration to their interests, recognises the impact of our operations on the communities and regions where we operate and the environment we depend upon and attributes importance to behaving as a responsible business. The Board appreciates the importance of effective stakeholder engagement and considers its stakeholders' views in its decision making and in setting its strategy. The Board also understands the need to act fairly between the Group's members. Although the Board's decisions do not always impact all of the Group's stakeholders to the same extent, by having a process in place for decision making, the Board ensures that it has due regard for the interests of its stakeholders, including our people, customers, suppliers, shareholders and regulators, when making decisions. More details on stakeholder engagement can be found throughout the Annual Report and Accounts and in particular on page 83. The following principal decisions and activities provide specific examples of how the Board and its Directors have complied with Section 172 and have considered, individually and collectively, stakeholder interests and impacts in making different decisions that support the implementation of the Group's strategy and the delivery of the Group's objectives now and in the longer term. Details of how the Group's Board and committees of the Board operate, their responsibilities, and the matters they considered during the year are contained in the Corporate Governance Report on pages 80 to 83. The Group's continuing strength is underpinned by our business model and strategic framework which is central to Board decision making. Our strategic focus reflects our consideration of the interests of our key stakeholder groups. As the Group continues to grow organically and through acquisitions, the Board will continue to review the Group's performance and delivery of its strategy. ![img-34.jpeg](img-34.jpeg) --- Strategic report Corporate governance Financial statements Other information ZIGUP plc | Annual Report and Accounts 2026 71 ## Section 172 statement continued ### Customers and consumers Our integrated proposition provides a broad customer offering across vehicle rental, vehicle data, accident management, vehicle repairs, fleet management service and maintenance, vehicle ancillary services and vehicles sales. - The Board has supported this strategy because it affords our customers greater simplicity and efficiency benefits through outsourcing to us, and we have seen that this approach has been central to our success in winning a number of large multi-year contracts in recent years - We regularly engage with our customers to understand their needs and enable them to receive the widest benefits of our proposition (whilst being mindful of supply chain and other economic challenges). As part of this, the Board has considered both the services customers look to receive, and the requirements that underpin demand for these services - Our financial strength enables the Group to continue to provide both existing and new customers with a broader product offering. We continue to explore inorganic opportunities to further grow our services and product suite. We recognise the need to be agile and responsive in a challenging economic environment benefitting the customers and communities in which we operate - The Board approved new or renewed contracts with a number of key insurance referral partners in line with the Group's delegation of authority policies ### Partners and suppliers Our partnerships with suppliers and business partners are fundamental to delivering consistent quality and long-term value. Through collaborative relationships, clear standards and responsible sourcing, we work together to maintain reliability, efficiency and shared success across our supply chain. - The Board has taken care in reviewing current and future fleet supply conditions in the markets in which we operate - The Board has also invested significant time and expertise considering the Group's pipeline of vehicles, as the Group has focused on building and maintaining relationships with OEM providers of EV and ICE vehicles to broaden and enhance our fleet proposition and provide versatility and diversity for our customers - The Group regularly reviews its supply chain and maintains appropriate supplier codes of conduct, including compliance with the national living wage and supporting the welfare of the people who work for our suppliers. During the year, the Board reviewed and approved the Modern Slavery Statement, which builds on how we work with suppliers to ensure that there is a culture of ethical trading throughout our supply chain and also approved an updated Anti-Slavery and Human Trafficking policy - The Board reviewed the adoption of a science-based emissions reduction target during the year. In doing so, the Directors considered the Group's long-term environmental impact and the importance of working collaboratively with suppliers and partners to address emissions across the value chain. The Board believes this approach supports sustainable growth while strengthening relationships with key partners and enhancing resilience within the supply chain - As part of the simplification of the Group's UK&I operating model, the Group is seeking to deliver procurement efficiencies through engagement with its supply chain with a view to embedding long-term mutually beneficial relationships ### Our people Our people are central to our continued success. By fostering an inclusive culture, investing in development and supporting wellbeing, we aim to empower our employees to perform at their best and contribute to the long-term strength and resilience of our organisation. - Effective recruitment, development and reward are essential to the continued success of the Group's businesses and strategy, supporting and incentivising our colleagues to deliver value and high levels of service to our customers - During the year the Board placed increased emphasis on leadership succession and organisational effectiveness to support the Group's long-term strategy - The Group conducted its annual Have Your Say survey during the year, achieving strong levels of colleague participation across the workforce. Survey results highlighted stable engagement levels, increased confidence in the Group's strategic direction and improved visibility of senior leadership. Key themes included colleagues' strong affiliation with their direct managers, pride in the service provided to customers and recognition of collaboration and teamwork across the business. The survey also identified continued opportunities to enhance fairness of progression, recognition and reward, which remain areas of focus for the Group - The Board reviewed and approved the Board Diversity and Inclusion statement during the year, reaffirming its commitment to maintaining a diverse and inclusive Board. In reaching this decision, the Board recognised that diversity of skills, experience, background and perspective strengthens the quality of debate, supports effective decision making and is in the long term interests of the Company and its stakeholders Our wider workforce: The Board remained focused on our people throughout the year, recognising the importance of supporting colleagues through decisions on pay and benefits across the wider workforce. In considering the FY2027 pay review, the Board approved a 2.5% salary increase for colleagues at the mid to senior levels, while colleagues in the UK earning below £12.71 per hour received a pay increase which aligned with changes to the National Minimum Wage. The Group also continued to deliver on its commitment to help our colleagues invest in the Company and promote their alignment with and participation in the Group's strategy through participating in the SAYE scheme and the Group's Free Share programme, under which all colleagues were provided with £500 of free shares in the SIP. For further information on our people, see pages 26 to 29. --- Strategic report Corporate governance Financial statements Other information ZIGUP plc | Annual Report and Accounts 2026 72 ## Section 172 statement continued ### Investors Our unique proposition, continuing strong performance and financial resilience alongside a robust capital allocation approach offers an attractive proposition to equity investors and debt lenders. - The Executive Directors maintain a regular dialogue with our shareholders, analysts and prospective investors on the Group's strategy and performance - Our annual general meeting (AGM) is an important event in our calendar, offering a constructive opportunity to engage with shareholders, hear their views and answer questions about the Group. This year's AGM will be held on Tuesday 29 September 2026 and provides an opportunity for shareholders to put questions to the Board in person and in advance. Further details are included in the Notice of AGM - The Group's strong financial profile supports our longstanding relationships with lenders, providing us with the financial flexibility to operate and grow our businesses and strategic proposition - The Group has maintained a conservative approach to capital allocation and leverage has remained within our 1 to 2x target range, being 1.9x at 30 April 2026. The Board declared an interim dividend of 8.8p per share and has proposed a final dividend of 18.2p per share, subject to shareholder approval at the AGM, bringing the total dividend in the year to 27.0p, a 2.3% increase on the prior year - Throughout the year we undertook a programme of investor engagement activities, are set out on page 83, which provided a breadth of opportunities to discuss the Group's strategy, operational performance and long-term growth plans. This programme is supported by the Board, and feedback from investors and analysts is shared with the Board to ensure Directors remain informed of shareholder perspectives and can take these views into account when making decisions that promote the long-term success of the Group The Board will continue to review the capital allocation priorities of the Group, taking into account the long-term interests of the Group and all of its stakeholders. ### Community Our focus on community includes those communities where we, our customers and suppliers work around the world, as well as the communities we serve. We prioritise positive dialogue with our community stakeholders as we believe they, collectively, provide our 'licence to operate'. - During the year, the Group made significant progress in its sustainability roadmap. The Board monitored progress towards the Group's Scope 1 and 2 targets, and received updates from the CFO and Group Head of ESG at Board meetings on the work of the Sustainability Committee - The Head of ESG presented to the Board on several EU sustainability reporting standards, including their potential impact on the Group's disclosures and operations. These updates informed the Board's understanding of emerging regulatory obligations - The Board continued to support the Group's participation in the Darlington Cares programme, a partnership of local employers working collaboratively to deliver volunteering and community initiatives in the Darlington area - The Executive Committee approved a Group volunteering policy during the year to support colleagues in contributing their time and skills to community initiatives. The Board recognises the importance of supporting community engagement and employee participation in volunteering activities across the Group ### Governments and regulators Our commitment to responsible operations, transparency and compliance supports constructive engagement with Government and regulatory bodies. Through strong governance, robust risk management and adherence to regulatory standards, we aim to contribute positively to the markets and communities in which we operate. - The Board recognises the importance of maintaining constructive relationships with Government bodies and regulators and ensuring compliance with evolving regulatory requirements. During the year, the Board monitored developments in the UK regulatory landscape, including reforms introduced under the Economic Crime and Corporate Transparency Act 2023, and continued to strengthen internal controls and governance processes to support fraud prevention and corporate transparency - The Board also monitors developments in areas such as environmental regulation, road safety standards and corporate transparency requirements and considers the implications of these for its operations and long-term strategy. The Board also oversees the Group's policies which are designed to support regulatory compliance ### Further information Further information on the Board's principal activities can be found in the governance section on page 77. In accordance with our duty to do so under Section 172(1) of the Companies Act 2006, the Board, individually and collectively, has acted in a way that it considers, in good faith, is most likely to promote the success of the Company for the benefit of its members as a whole. The Strategic report up to and including page 72 was approved by the Board on 7 July and signed on its behalf by: **Martin Ward** Chief Executive Officer --- Strategic report Corporate governance Financial statements Other information ZIGUP plc | Annual Report and Accounts 2026 73 # Corporate governance. - 74 Chairman's introduction to governance - 76 Governance at a glance - 78 Governance structure and responsibilities - 79 Board of directors - 80 Corporate governance - 84 Report of the Nominations Committee - 88 Report of the Audit Committee - 94 Introduction to the Remuneration Report - 97 Remuneration at a glance - 99 Directors' Remuneration report - 110 Report of the Directors - 114 Statement of Directors' responsibilities in respect of the financial statements - 115 Independent auditor's report to the members of ZIGUP plc ![img-35.jpeg](img-35.jpeg) --- Strategic report Corporate governance Financial statements Other information ZIGUP plc | Annual Report and Accounts 2026 74 Chairman's introduction to governance # Growth focused, long-term governance management. ![img-36.jpeg](img-36.jpeg) Our Board is committed to maintaining strong leadership and governance to support disciplined growth and long-term value. Avril Palmer-Lavery Chairman Dear stakeholder, On behalf of the Board, I am pleased to present the Corporate Governance Report for the year ended 30 April 2026. I have included a summary of the Board's key areas of focus and activities throughout the year. I have also outlined the Group's wider corporate governance framework, which underpins our decision making and business operations. The Board remains firmly committed to high standards of governance as we continue to pursue long-term value creation for all our stakeholders. Throughout the year, the Board remained focused on strategic execution, leadership succession and maintaining a robust control environment as the Group continues to evolve. UK&I Operating model In December 2025, alongside our half-year results, we announced a new operating model for the UK&I businesses. The revised structure is designed to simplify our operating model and enhance clarity of responsibility and operational efficiency. Strategy, capital allocation, and risk oversight The Board devoted significant time during the year to reviewing the Group's strategy, capital allocation framework, and long-term financial resilience. The Board also maintained close oversight of the Group's principal and emerging risks, including funding and liquidity risks, supply chain dynamics, regulatory developments, and operational performance. The effectiveness of the internal control framework was monitored through reports from the Audit Committee and Group Internal Audit function. Executive leadership and succession We were delighted to welcome Rachel Coulson to the Board in August 2025. She has completed a comprehensive induction programme since she joined, spending time across the business and meeting with key stakeholders. 2026 Governance activities - Assessed progress on the Group's strategic framework and purpose - Reviewed succession plans for the Board and senior management - Oversaw the induction process for Rachel Coulson - Reviewed the Group's performance, including approval of the strategic plan - Approval of shareholder dividends - Reviewed and approved significant investment decisions and commercial contracts in line with the Group's delegation of authority policy - Reviewed and approved actions from the Have Your Say survey and decisions on pay arrangements - Undertook an internally facilitated evaluation of the Board and committees - Reviewed updates to the Group's governance processes, policies and framework See a detailed account of activities Page 77 --- Strategic report Corporate governance Financial statements Other information ZIGUP plc | Annual Report and Accounts 2026 75 ## Chairman's introduction to governance continued ### Culture and stakeholder engagement As the Group has evolved, the Board has remained focused on ensuring that our culture supports high standards of integrity and accountability and responsible decision-making. Employee engagement, leadership behaviours, and stakeholder considerations form an integral part of Board discussions, consistent with our statutory duties and long-term value creation objectives. The Board believes that the strengthening of the executive team, the introduction of the revised UK&I operating model and continued focus on governance and risk management, position the Group well for the future. We remain committed to maintaining high standards of governance and supporting sustainable growth and long-term shareholder value. ### Diversity The Board is committed to operating in a way that supports diversity and inclusivity, and this is integral to how succession plans are prepared and recruitment is carried out. In 2024, the Board approved a target for 10% representation of ethnically diverse groups within senior management by 2027, and we continue to monitor progress against this target. We have met the diversity targets outlined in the FTSE Women Leaders Review and the Parker Review to have at least 40% female representation on the Board and at least one Director from an ethnic minority background. We also complied with the Board and senior executive gender and ethnicity targets set out in the Listing Rules. Female representation on the Board at 30 April 2026 was 50%. The Board will continue to make appointments to the Board having due regard to the benefits of diversity, social and cognitive personal strengths. The Group was also recognised as one of the strongest performers across the FTSE 350 for progress in female representation on boards, reflecting the Board's sustained focus on building a balanced and inclusive leadership team. Over the period 2021 to 2025, the Company increased female representation by 36ppt from 14% to 50%, representing the highest level of improvement across the FTSE 350 and FTSE 250. In addition, the Company was recognised among the FTSE 250 companies reporting the strongest year-on-year progress in 2025, with a 12.5ppt increase. These outcomes reflect the Company's continued commitment to diversity, effective succession planning and the development of a high-performing Board with a range of perspectives skills and experience. ### Sustainability The Group continues to place importance on embedding ESG principles in its governance programme which underpins the Group's long-term success. The CFO has responsibility for oversight of our climate change agenda and chairs the Sustainability Committee. Further information relating to the work of the Sustainability Committee and climate-related responsibilities, including TCFD, can be found on page 67. ### Compliance with the UK Corporate Governance Code 2024 (the Code) The Company is subject to the principles and provisions of the Code, a copy of which is available at www.frc.org.uk. For the year ended 30 April 2026, the Board considers that it has applied the principles and complied in full with the provisions of the Code. ### Board effectiveness As Chairman, I am responsible for ensuring that the Board operates effectively, and that the Board, its committees and each individual Director is evaluated on an annual basis. For FY2026, an internal evaluation process was carried out. The outcome of the evaluation confirmed that all of our Directors contribute effectively and continue to demonstrate commitment to their roles, and that the Board and its Committees continue to operate effectively. The evaluation process and its outcomes are described on page 81. ### Avril Palmer-Lavery Chairman 7 July 2026 ### Principles of the Code #### 1. Board leadership and Company purpose | A. Effective Board | page 75 | | --- | --- | | B. Purpose, values and culture | page 82 | | C. Governance framework | page 78 | | D. Stakeholder engagement | pages 20, 21 and 83 | | E. Workforce policies and practices | page 82 | #### 2. Division of responsibilities | F. Role of Chairman | page 75 | | --- | --- | | G. Independence | page 80 | | H. External commitments and conflicts of interest | page 80 | | I. Board resources | page 78 | #### 3. Composition, succession, and evaluation | J. Appointments to the Board | page 86 | | --- | --- | | K. Board skills, experience, and knowledge | page 85 | | L. Annual Board evaluation | page 81 | #### 4. Audit, risk and internal control | M. External auditor and internal auditor | pages 92 and 93 | | --- | --- | | N. Fair, balanced and understandable review | page 91 | | O. Internal financial controls and risk management | page 90 | #### 5. Remuneration | P. Linking remuneration to purpose and strategy | pages 94 to 109 | | --- | --- | | Q. Remuneration policy review | pages 94 to 109 | | R. Performance outcomes in 2025/2026 | pages 94 to 109 | --- Strategic report Corporate governance Financial statements Other information ZIGUP plc | Annual Report and Accounts 2026 76 # Governance at a glance Board independence ![img-37.jpeg](img-37.jpeg) Board ethnicity balance¹ ![img-38.jpeg](img-38.jpeg) Board gender balance ![img-39.jpeg](img-39.jpeg) Non-Executive Director (including Chairman) tenure as at 30 April 2026 ![img-40.jpeg](img-40.jpeg) The graphs above represent the position as at 30 April 2026. 1 Applying UK Office for National Statistics ethnicity categories of: Asian; Black; Mixed/Multiple Ethnic Groups; Other Non-White Ethnic Group, in alignment with the listing rules. Directors' attendance at Board and Committee meetings during the year is detailed as follows: | | Board | Nominations¹ | Audit¹ | Remuneration¹ | | --- | --- | --- | --- | --- | | **Number of meetings** | **10** | **2** | **4** | **4** | | Avril Palmer-Lavery | 10 | 2 | 4 | 4 | | Martin Ward | 10 | 2 | 4 | 4 | | Rachel Coulson² | 7 | 2 | 2 | 2 | | John Pattullo | 10 | 2 | 4 | 4 | | Mark Butcher | 10 | 2 | 4 | 4 | | Bindi Karia | 10 | 2 | 4 | 4 | | Mark McCafferty | 10 | 2 | 4 | 4 | | Nicola Rabson | 10 | 2 | 4 | 4 | 1 Including attendance by invitation at Nominations, Audit and Remuneration Committee by Directors who are not members of those Committees. 2 Rachel Coulson was appointed in August 2025; prior to this Richard Clay attended the meetings as Interim CFO. ![img-41.jpeg](img-41.jpeg) The Group was recognised for the progress made in relation to the FTSE Women Leaders. For further information regarding Board diversity refer to page 87. Rachel Coulson joined the Board in the year. See further details of our Board composition and breadth of skills. See skills matrix Page 85 The Board remains committed to robust governance and complies fully with all provisions of the code. Fully compliant --- Strategic report Corporate governance Financial statements Other information ZIGUP plc | Annual Report and Accounts 2026 77 Governance at a glance continued # Annual agenda. Our annual agenda reflects our strategy and gives us sufficient time to discuss and develop our strategic proposals to continue to promote the long-term prosperity of the Group. ![img-42.jpeg](img-42.jpeg) --- Strategic report Corporate governance Financial statements Other information ZIGUP plc | Annual Report and Accounts 2026 78 ## Governance structure and responsibilities There is a clear and effective leadership structure in place for the Group. The Board has established three principal Board committees to assist with the execution of its responsibilities. These are the Audit Committee, Remuneration Committee and Nominations Committee. Each committee operates under its own terms of reference which are approved by the Board. The terms of reference are reviewed annually and can be found on the Company's website www.ZIGUP.com. ![img-43.jpeg](img-43.jpeg) --- Strategic report Corporate governance Financial statements Other information ZIGUP plc | Annual Report and Accounts 2026 79 # Board of Directors # Our leadership. The Directors of the Company who were in office during the year and at the date of signing the financial statements are as noted below. For full detail regarding Board member biographies please refer to the website Find out more on our website www.ZIGUP.com For further information relating to the ZIGUP plc Board skills matrix, see page 85 of the Nominations Committee Report. # Board of Directors 1 Avril Palmer-Lavery Non-Executive Chairman Board tenure 6 years 2 Martin Ward Chief Executive Officer Board tenure 6 years 3 Rachel Coulson Chief Financial Officer Board tenure <1 year 4 John Pattullo OBE Senior Independent Director Board tenure 7 years 5 Mark Butcher Non-Executive Director Board tenure 6 years 6 Bindi Karia Non-Executive Director Board tenure 4 years 7 Mark McCafferty Non-Executive Director Board tenure 6 years 8 Nicola Rabson Non-Executive Director Board tenure 3 years ![img-44.jpeg](img-44.jpeg) Key Chairman of Committee Nominations Committee Audit Committee Remuneration Committee --- Strategic report Corporate governance Financial statements Other information ZIGUP plc | Annual Report and Accounts 2026 104 ## Directors' Remuneration report continued Awards granted on appointment were converted into ZIGUP shares using the average share price one month prior to joining of £3.38 and any subsequent awards were converted using share price on date on transfer. No buy-out was made in respect of any bonus awards or shares that had been due to vest in May 2027. All awards are subject to malus and clawback provisions. ### Value Creation Plan Following shareholder approval of the Company's VCP at the AGM held on 23 September 2025, awards were granted on 23 October 2025 to Executive Directors and members of the Executive Committee. The VCP is designed to align participants with the long-term shareholder value creation. The VCP Pool Value will be determined following the three-year performance period ending 30 April 2028 and will normally be calculated as 10% of the growth in value of the Company's issued share capital (including the aggregate value of dividends paid during the performance period) above a hurdle of £5.21 per share, subject to a cap of £8 per share. Participants will be entitled to acquire ordinary shares at nominal cost corresponding to their allocated share of the VCP Pool Value. Awards vest subject to the rules of the Plan and are normally subject to a further two-year holding period. The allocation of the VCP pool value for the Executive Directors is as follows: Martin Ward 30.0% share and Rachel Coulson 15.0% share. The Remuneration Committee believes the VCP provides a strong alignment between management and shareholders by linking rewards directly to long term value creation. ### Malus and clawback provisions The Committee may decide within three years from the date at which performance has been determined by the Committee that malus and/or clawback will be applied to the underlying awards. The Committee selected this period as it is considered to be a reasonable timeframe for any relevant events to come to light and the period is consistent with market practice. Malus and clawback may be applied in the following circumstances: (i) misconduct; (ii) an error in or restatement of the Group's financial statements; (iii) error in assessing performance criteria and/or (in respect of the VCP) pool value and participation percentage; (iv) corporate failure; (v) serious reputational damage (vi) failure of risk management (vii) misrepresentation; or (viii) such other exceptional circumstances as the Committee determines. Further details are provided on page 110 of the ZIGUP Annual Report for the year ended 30 April 2025. Malus and clawback have not been applied during the year. ### Percentage change in remuneration levels The table below sets out the percentage change in base salary, value of taxable benefits and bonus for all the Directors compared with the average percentage change for employees of the Company. | | Average percentage change 2025–2026 | | | Average percentage change 2024–2025 | | | Average percentage change 2023–2024 | | | Average percentage change 2022–2023 | | | Average percentage change 2021–2022 | | | | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | | | Salary | Taxable benefits | Annual bonus | Salary | Taxable benefits | Annual bonus | Salary | Taxable benefits | Annual bonus | Salary | Taxable benefits | Annual bonus | Salary | Taxable benefits | Annual bonus | | M Ward | 2% | 27% | 34% | 3% | (9%) | (22%) | 3% | 8% | 3% | 3% | (4%) | 3% | 15% | 12% | 28% | | R Coulson | N/A | N/A | N/A | N/A | N/A | N/A | N/A | N/A | N/A | N/A | N/A | N/A | N/A | N/A | N/A | | A Palmer-Lavery | 2% | N/A | N/A | 3% | N/A | N/A | 0% | N/A | N/A | 0% | N/A | N/A | 20% | N/A | N/A | | J Pattullo | 1% | N/A | N/A | 2% | N/A | N/A | 0% | N/A | N/A | 18% | N/A | N/A | 3% | N/A | N/A | | M Butcher | 2% | N/A | N/A | 3% | N/A | N/A | 0% | N/A | N/A | 3% | N/A | N/A | 3% | N/A | N/A | | B Karia | 2% | N/A | N/A | 3% | N/A | N/A | 1% | N/A | N/A | N/A | N/A | N/A | N/A | N/A | N/A | | M McCafferty | 2% | N/A | N/A | 3% | N/A | N/A | 0% | N/A | N/A | 3% | N/A | N/A | 3% | N/A | N/A | | N Rabson | 2% | N/A | N/A | 4% | N/A | N/A | 110% | N/A | N/A | N/A | N/A | N/A | N/A | N/A | N/A | | Company employees* | 6% | 74% | 16% | 9% | (36%) | (23%) | 7% | (23%) | 31% | (22%) | 87% | (31%) | 44% | (70%) | 2015% | \* As there are less than 50 colleagues who are directly employed by ZIGUP plc, the average pay calculation can be easily skewed by a change in composition of staff and this is one of the reasons for the changes during the year. Annual bonus for Company employees is the amount paid in each year, whereas the Directors' bonus is the amount earned in each period as the information on Company employees' bonus amounts is not available at the date of this report. --- Strategic report Corporate governance Financial statements Other information ZIGUP plc | Annual Report and Accounts 2026 105 ## Directors' Remuneration report continued ### Payments to past Directors and payments for loss of office (audited) There were no payments to past Directors or payments for loss of office during FY2026. ### CEO to employee pay ratio The table below sets out the ratio of the CEO's single figure of total remuneration to the total remuneration of the 25th percentile, median (50th percentile), and 75th percentile remuneration of our UK employees, in line with the regulations. Option A of the Companies (Miscellaneous Reporting) Regulations 2018 has been used to calculate the ratio as it was considered to provide the most accurate basis of calculation. Full-time equivalent remuneration for all UK employees for the financial year has been used for pay periods across the year. Total remuneration has been prepared using the same methodology as the single figure table with the exception of the bonus. The bonus figure for employees is based on the amount paid in each year as the information on employees' bonus amounts is not available at the date of this report whereas the bonus included in the single figure table is the amount earned in each period. | Financial year | Method | 25th percentile pay ratio | Median pay ratio | 75th percentile pay ratio | | --- | --- | --- | --- | --- | | **2026** | **Option A** | **57:1** | **47:1** | **33:1** | | 2025 | Option A | 67:1 | 56:1 | 39:1 | | 2024 | Option A | 84:1 | 71:1 | 50:1 | | 2023 | Option A | 171:1 | 142:1 | 101:1 | | 2022 | Option A | 63:1 | 51:1 | 35:1 | | 2021 | Option A | 57:1 | 45:1 | 30:1 | | 2020 | Option A | 64:1 | 53:1 | 37:1 | | 2019 | Option A | 47:1 | 38:1 | 26:1 | Salary and total remuneration details for the relevant individuals are set out as follows: | £000 | CEO | 25th percentile | Median | 75th percentile | | --- | --- | --- | --- | --- | | **2026** | | | | | | Salary | 659 | 27 | 35 | 47 | | Total remuneration | 1,702 | 30 | 37 | 52 | The employees at the 25th, 50th and 75th percentile have been determined by reference to average employee pay across the Group for the financial year being reported on. Unlike the total remuneration for the majority of employees, total remuneration for the CEO is mostly dependent on business performance and share price movements over time. As a result, the ratios may fluctuate significantly from year to year. The pay ratio is lower in 2026 when compared to 2025 primarily due to the value of the LTIP award with a performance period ending FY2026 being lower than FY2025. The Committee has responsibility for setting the remuneration of the Executive Directors and other senior management, and reviews the wider policies and practices for our workforce. The Committee is satisfied that the median pay ratio is consistent with the Group's pay, reward and progression policies. ### Performance graph measured by TSR The graph below illustrates the performance of ZIGUP plc measured by Total Shareholder Return (share price growth plus dividends reinvested in shares) against a 'broad equity market index' over a rolling 10-year period (the period covered by the graph below is 30 April 2016 to 30 April 2026). Consistent with the approach adopted in previous years, we show performance against the FTSE 250 (excluding investment trusts) of which we are a constituent. The mid-market price of the Company's ordinary shares at 30 April 2026 was 397.0p (30 April 2025: 312.5p). The range during the year was 294.5p – 430.0p. ![img-45.jpeg](img-45.jpeg) ### Total remuneration for the CEO The total remuneration figure for the CEO during each of the previous 10 financial years is as follows: | Year ended 30 April | 2017 | 2018 | 2019 | 2020 | 2021 | 2022 | 2023 | 2024 | 2025 | 2026 | | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | | Total remuneration £000 | 821 | 490 | 1,032 | 1,319 | 1,200 | 1,440 | 4,218 | 2,282 | 1,942 | **1,702** | | Annual bonus (% of maximum) | – | – | 72.4 | – | 100 | 100 | 100 | 100 | 75.9 | **100** | | LTIP vesting (% of maximum) | 61.8 | – | – | – | – | – | 100 | 100 | 69.6 | **15.6** | The total remuneration figure includes the annual bonus and LTIP awards which vested based on performance periods ending in those years. The annual bonus and LTIP percentages show the payout for each year as a percentage of the maximum. In years when there was a change of CEO, the figures shown are the aggregate for the office holders during that year and include any payments for loss of office. The CEO in office for each year can be found in previously published reports. --- Strategic report Corporate governance Financial statements Other information ZIGUP plc | Annual Report and Accounts 2026 106 ## Directors' Remuneration report continued ### Importance of spend on pay | £000 | 2026 | 2025 | Increase | | --- | --- | --- | --- | | Staff costs | **332,866** | 310,082 | 7.3% | | Dividends | **59,512** | 59,042 | 0.8% | | Share buybacks | – | 5,332 | (100%) | The table above shows the movement in spend on staff costs versus that on dividends and share buybacks, reflecting a significant return of capital to our shareholders and our significantly increased investment in the wider workforce. The previously announced share buy back programme was completed in FY2025. ### Outstanding share awards The table below sets out details of Executive Directors' outstanding share awards. #### M Ward | Scheme | Grant date | Exercise price (p) | Shares under option at 30 April 2025 | Number of options/shares granted during the year | Vested during year | Exercised during year^{1} | Lapsed during year | Forfeited during year | Number of shares at 30 April 2026^{1} | End of performance period | Vesting date | Exercise period | | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | | LTIP | 13.07.22 | Nil | 271,763 | – | 271,763 | 271,763 | – | – | – | 30.04.25 | 13.07.25 | 13.07.25 – 13.07.32 | | LTIP | 02.08.23 | Nil | 273,143 | – | – | – | – | – | 273,143 | 30.04.26 | 02.08.26 | 02.08.26 – 02.08.33 | | LTIP | 22.07.24 | Nil | 228,609 | – | – | – | – | – | 228,609 | 30.04.27 | 22.07.27 | 22.07.27 – 22.07.34 | | Total | | | 773,515 | – | 271,763 | 271,763 | – | – | 501,752 | | | | #### R Coulson | Scheme | Grant date | Exercise price (p) | Shares under option at 30 April 2025 | Number of options/shares granted during the year | Vested during year | Exercised during year | Lapsed during year | Forfeited during year | Number of shares at 30 April 2026^{1} | End of performance period | Vesting date | Exercise period | | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | | LTIP^{2} | 20.08.25 | Nil | – | 49,978 | 49,978 | – | – | – | 49,978 | N/A | 01.05.26 | 01.05.26 – 01.05.36 | | Total | | | – | 49,978 | 49,978 | – | – | – | 49,978 | | | | 1 All outstanding awards are structured as nil-cost options. 2 The market value of the shares on date of exercise was £925,353 at an exercise price of 340.5p on 16 July 2025. 3 Upon joining the Company, Rachel Coulson forfeited outstanding incentive awards from her previous employer. In accordance with the Company's approved Remuneration Policy, the Committee granted a replacement award under the LTIP rules to compensate for remuneration forfeited on recruitment. The Committee considered the value, vesting dates and performance conditions attaching to the forfeited awards and structured the replacement awards to provide broadly equivalent value to the remuneration foregone. --- Strategic report Corporate governance Financial statements Other information ZIGUP plc | Annual Report and Accounts 2026 107 ## Directors' Remuneration report continued ### SAYE The Board believes that encouraging wider share ownership by all colleagues will have longer term benefits for the Group and therefore the Group has SAYE schemes available to qualifying colleagues. The SAYE provides an effective way of achieving that aim at no financial risk to individuals. Under the SAYE, colleagues choose to make monthly savings (which are paid to a financial institution) in return for options to buy shares in the Company, at the option price and using savings accumulated over the savings period (three years). Colleagues can choose to cease saving and withdraw their money at any time allowing the related options to lapse. Options over 1,500,568 shares were granted under the SAYE scheme, in August 2025, with approximately 1,136 colleagues making monthly savings under the schemes. The next offer to take part in the SAYE scheme is expected to be made later in 2026. Martin Ward and Rachel Coulson are entitled to participate in the SAYE, but the Non-Executive Directors cannot participate. ### SIP The SIP, like the SAYE plan, is available to all eligible colleagues across the Group. In December 2025, the Company awarded free shares to eligible UK colleagues and restricted stock options to eligible Irish and Spanish colleagues, each with a value of £500 under the Share Incentive Plan. During the year, the SIP and SAYE schemes had approximately 8,588 participants. The next invitation to participate in the SIP is expected to be made later in 2026. Executive Directors are entitled to participate in the SIP, but the Non-Executive Directors cannot participate in the scheme. Martin Ward and Rachel Coulson were granted 127 free shares each on 5 December 2025. ### Sourcing of shares A combination of newly-issued, treasury and market purchase shares (using a Guernsey employee benefit trust) may be used to satisfy the requirements of the Group's existing share schemes. ### Overall plan limits All the Company's share schemes operate within the following limits: in any 10-calendar-year period, the Company may not issue (or grant rights to issue) more than: b. 5% of the issued ordinary share capital under the executive and senior management share plans (EPSP and DABP). The dilution position as at 30 April 2026 was 1.0 % under the EPSP and 0% under the DABP, and 1.2 % under the SAYE and 1.1% under the SIP. ### Service contracts and letters of appointment The table below gives details of the service contracts and letter of appointments for each member of the Board. | | Date of appointment | Date of current contract/ letter of appointment | Notice from the Company | Notice from the individual | Unexpired period of service contract/letter of appointment | | --- | --- | --- | --- | --- | --- | | **Executive Director** | | | | | | | M Ward^{1} | 21 February 2020 | 22 December 2010 | 12 months | 12 months | Rolling contract | | R Coulson | 18 August 2025 | 18 August 2025 | 6 months | 6 months | Rolling contract | | **Non-Executive Directors^{2}** | | | | | | | A Palmer-Lavery | 12 August 2019 | 12 August 2019 | 6 months | 6 months | Rolling contract | | J Pattullo | 1 January 2019 | 18 December 2020 | 3 months | 3 months | Rolling contract | | M Butcher | 24 September 2019 | 18 September 2019 | 3 months | 3 months | Rolling contract | | B Karia | 6 May 2022 | 6 May 2022 | 3 months | 3 months | Rolling contract | | M McCafferty | 21 February 2020 | 21 February 2020 | 3 months | 3 months | Rolling contract | | N Rabson | 9 November 2022 | 9 November 2022 | 3 months | 3 months | Rolling contract | 1 Redde plc (as it was) contract rolled over. 2 The Non-Executive Directors' contracts are typically entered into for an anticipated term of three years, which is extended by the Board for further terms as appropriate. ### Directors' shareholding and share interests The Executive Directors are required to build up a shareholding equivalent to 200% of salary, to be achieved primarily through the retention, after tax, of shares acquired on exercise of options granted under the LTIP and shares acquired through bonus deferral, until such time as their share ownership requirement has been met. Directors are not required to go into the market to purchase shares, although market purchases are encouraged and any shares so acquired would count towards meeting the guidelines. The Chairman and Non-Executive Directors do not have a shareholding guideline although the holding of shares in the business is encouraged. Details of the Directors' interests in shares are shown in the table on page 108. --- Strategic report Corporate governance Financial statements Other information ZIGUP plc | Annual Report and Accounts 2026 108 ## Directors' Remuneration report continued ### Share interests (audited) Number of shares: | | Beneficially owned at 30 April 2026 | Vested but not exercised LTIP | Unvested LTIP | % shareholding guideline achieved at 30 April 2026 | | --- | --- | --- | --- | --- | | M Ward | 2,733,385 | – | 501,752 | Fully met | | R Coulson | 31,198 | – | 49,978 | 16% | | A Palmer-Lavery | 110,442 | – | – | N/A | | J Pattullo | 80,000 | – | – | N/A | | M Butcher | 34,676 | – | – | N/A | | B Karia | – | – | – | N/A | | M McCafferty | 11,007 | – | – | N/A | | N Rabson | 8,272 | – | – | N/A | Martin Ward met the shareholding policy guideline as he holds shares with a value in excess of 200% of basic annual salary. Rachel Coulson has not yet met the shareholding guideline as she has only been in role since 18 August 2025, and she is on track to meet the guideline. Martin Ward exercised 271,763 shares during the year under the LTIP. Martin Ward's shares include 277,139 shares under the deferred element of the bonus scheme including 49,369 awarded in July 2025 and 127 shares awarded under the SIPs. The annual bonus deferred shares vested immediately but are held in a nominee account for three years following the date of award, in accordance with the scheme rules. No changes in the above interests have occurred between 30 April 2026 and the date of this report. ### The Remuneration Committee The members of the Committee during the year and their attendance at Committee meetings during the year are listed on page 94. The CEO and CFO attend meetings by invitation and assist the Committee in its deliberations, except when issues relating to their own remuneration are discussed. Directors are not involved in deciding their own remuneration. The Company Secretary acts as secretary to the Committee. ### Remuneration advisers In 2022, the Committee reviewed its remuneration advisory arrangements and conducted a competitive selection process to appoint a new remuneration adviser to the Committee. Following the selection process, the Committee appointed Deloitte LLP (Deloitte) as remuneration adviser to the Committee on 6 September 2022. Since its appointment, Deloitte has provided independent advice to the Committee on certain remuneration matters. The total fees paid to Deloitte in respect of its services to the Committee during the year were £61,950 inclusive of VAT. The fees are charged on a time spent and expenses basis. Deloitte is a signatory to the Remuneration Consultants' Code of Conduct. During the year Deloitte did not provide any other services to the Company. The Committee is satisfied that advice received from Deloitte during the year was objective and independent and that all individuals who provided remuneration advice to the Committee had no connections with ZIGUP or its Directors that may impair their independence. The Committee's terms of reference are available on the Company's website: www.zigup.com The Committee is responsible for making recommendations to the Board on the remuneration packages and terms and conditions of employment of the Chairman and the Executive Directors of the Company, as well as the Company Secretary; and under the new Code, of members of the Group Operating Board immediately below the Executive Directors. The Committee also reviews remuneration policies and practices generally throughout the Group. In accordance with the policy, the Committee has sought to ensure that the incentive structure will not raise ESG risks by inadvertently motivating irresponsible behaviour and will take account of ESG matters generally in determining overall remuneration policy and structure. The Committee considers corporate performance on ESG issues when setting the Executive Directors' annual objectives and remuneration. --- Strategic report Corporate governance Financial statements Other information ZIGUP plc | Annual Report and Accounts 2026 109 ## Directors' Remuneration report continued ### Statement of shareholder voting and shareholder feedback The following table sets out the votes received from shareholders for the Directors' Remuneration report at the 2025 AGM: | Directors' Remuneration report 2025 – Resolution 3 | Total number of votes | Votes % | | --- | --- | --- | | **Votes cast** | | | | For | 177,871,452 | 98.73 | | Against | 2,285,432 | 1.27 | | Total votes cast (excluding votes withheld) | 180,156,884 | | | Votes withheld | 24,499 | | | Total votes cast (including votes withheld) | 180,181,383 | | | Directors' Remuneration Policy 2025 – Resolution 4 | Total number of votes | Votes % | | **Votes cast** | | | | For | 119,090,151 | 66.11 | | Against | 61,060,823 | 33.89 | | Total votes cast (excluding votes withheld) | 180,150,974 | | | Votes withheld | 30,409 | | | Total votes cast (including votes withheld) | 180,181,383 | | Votes withheld are not included in the final proxy figures as they are not recognised as a vote in law. Further context in relation to the voting outcome and the actions taken by the Committee has been provided in the Remuneration Committee Chair's letter. ### Approval This annual report on remuneration has been approved by, and signed on behalf of, the Board of Directors. ### John Pattullo Remuneration Committee Chairman 7 July 2026 --- Strategic report Corporate governance Financial statements Other information ZIGUP plc | Annual Report and Accounts 2026 110 ## Report of the Directors The Directors present their report and the audited consolidated accounts for the year ended 30 April 2026. ### Results and preparation Details on financial performance and dividends can be found in the Strategic Report from pages 34 to 41. This report has been prepared in accordance with the requirements outlined within The Large and Medium-sized Companies and Groups (Accounts and Reports) Regulations 2008 and forms part of the management report as required under Disclosure Guidance and Transparency Rule (DTR) 4. This section, together with the Strategic Report, the Corporate Governance section on pages 74 to 121 and the other sections of the Annual Report and Accounts as referred to herein, fulfil the requirements of the Directors' report. ### Strategic Report The Strategic Report on pages 01 to 72 was approved by the Board on 7 July 2026 and is incorporated into this Directors' report by reference. ### Close company status So far as the Directors are aware, the close company provisions of the Income and Corporation Taxes Act 2010 do not apply to the Company. ### Articles of Association The rights and obligations attached to the Company's ordinary shares are set out in the Company's Articles of Association (the Articles), copies of which can be obtained from Companies House in the UK or by writing to the Company Secretary. With regard to the appointment and replacement of Directors, the Company is governed by the Articles, the UK Corporate Governance Code, the Companies Act 2006 (the Companies Act) and related legislation. The powers of Directors are set out in the Articles. ### Amendment to Articles of Association Any amendments to the Articles may be made in accordance with the provisions of the Companies Act by special resolution of the shareholders. ### Share capital Details of the issued share capital, together with details of any movements during the year, are shown in Note 23 to the financial statements. The Company has one class of ordinary share, which carries no right to fixed income. Each ordinary share carries the right to one vote at general meetings of the Company. The Company has also issued cumulative preference shares of 50p each that entitle the holder to receive a cumulative preferential dividend at the rate of 5% on the paid-up capital and the right to a return of capital at either winding up or a repayment of capital. The cumulative preference shares do not entitle the holders to any further or other participation in the profits or assets of the Company. The percentage of the total issued nominal value of all shares represented by the ordinary shares is 99.6% (2025: 98.3%) with the remainder being preference shares. ### Share rights Subject to the provisions of the Companies Act and without prejudice to any rights attached to any existing shares or class of shares, any share may be issued with such rights or restrictions as the Company may by ordinary resolution determine or, subject to and in default of such determination, as the Board shall determine. The Company's shares when issued are free from all liens, equities, charges, encumbrances, and other interests. No shareholder shall be entitled to vote at a general meeting, either in person or by proxy, in respect of any share held by them unless all monies presently payable by them in respect of that share have been paid. In addition, no shareholder shall be entitled to vote, either in person or by proxy, if they have been served with a notice under section 793 of the Companies Act (concerning interests in those shares) and have failed to supply the Company with the requisite information. Other than restrictions considered to be standard for a UK listed company (for example, restrictions on transfer of partly-paid certificated shares), there are no specific restrictions on the size of a holding nor on the transfer of shares in the Company, which are both governed by the general provisions of the Articles and prevailing legislation. The Directors are not aware of any agreements between holders of the Company's shares that may result in restrictions on the transfer of securities or on voting rights. Details of employee share schemes are set out in the Directors' Remuneration report. Shares held by the Company's Share Schemes Trustees are voted on the instructions of the employees on whose behalf they are held. Shares held in the Guernsey Trust are voted at the discretion of the Trustees. No person has any special rights of control over the Company's share capital and all issued shares are fully paid. ### Directors' interests Details of the Directors' interests in shares are set out in the Remuneration report on pages 107 to 108. No Company in the Group was, during or at the end of the year, party to any contract of significance in which any Director was materially interested. The Directors are not aware of any agreements between the Company and its Directors or employees that provide for compensation for loss of office or employment that occurs because of a change of control. ### Authority to issue shares Subject to the provisions of the Companies Act and without prejudice to any rights attached to any existing shares or class of shares, any share may be issued with such rights or restrictions as the Company may by ordinary resolution determine or, subject to and in default of such determination, as the Board shall determine. The authority conferred on the Directors at last year's AGM to allot shares in the Company up to a maximum nominal amount of £38,135,928 (representing 33.3% of the issued ordinary share capital of the Company (excluding treasury shares), as at the latest practicable date before publication of the Notice of the Company's last AGM) and, in connection with a pre-emptive offer to existing shareholders, to allot additional shares in the Company up to a maximum nominal amount of £38,135,928 (representing a further 33.3% of the issued ordinary share capital of the Company (excluding treasury shares), as at the latest practicable date before publication of the Notice of the Company's last AGM), expires on the date of the forthcoming AGM. Shareholders will be asked to give a similar authority to allot shares at the forthcoming AGM. --- Strategic report Corporate governance Financial statements Other information ZIGUP plc | Annual Report and Accounts 2026 111 ## Report of the Directors continued The Company at its last AGM, sought authority to allot shares in line with the guidance, issued by the Pre-Emption Group of the Financial Reporting Council, that issuers may disapply pre-emption rights up to 10% of the Company's issued ordinary share capital and a further 2% follow-on offer and seek further authority to disapply pre-emption rights for up to an additional 10% for certain acquisitions or specified capital investments and a further 2% follow-on offer. ### The authorities were limited to: - firstly, an aggregate nominal amount of £11,441,922, representing approximately 10% of the current issued ordinary share capital (excluding treasury shares); and - secondly, a further 10% of the Company's ordinary share capital (excluding treasury shares), provided that this additional power is only used in connection with acquisitions and specified capital investments which are announced contemporaneously with the issue, or which have taken place in the preceding 12-month period and are disclosed in the announcement of the issue. The authorities in a follow-on offer were limited to: - firstly, an aggregate nominal value of £2,288,384, representing approximately 2% of the current issued share capital (excluding treasury shares); and - secondly, an additional aggregate nominal value of £2,288,384, representing approximately 2% of the current issued share capital (excluding treasury shares). - these amounts are in addition to the amounts authorised for the general use authority and authority for acquisitions and specified capital investments described above. Shareholders will be asked to give similar authorities to disapply pre-emption rights at the forthcoming AGM. ### Authorities to purchase shares The authorities for the Company to purchase in the market up to: (i) 22,883,844 of its ordinary shares (representing 10% of the issued share capital of the Company as at the latest practicable date before publication of the Notice of the Company's last AGM); and (ii) 1,000,000 of its preference shares (being all of its preference shares remaining in issue), in each case granted at the Company's last AGM, expire on the date of the forthcoming AGM. Shareholders will be asked to give similar authorities to purchase shares at the forthcoming AGM. ### Directors The names of the Directors who served on the Board during the year are set out on pages 79. Director Resolutions to reappoint each of the Directors in office at the date of this report will be proposed at the AGM. Termination provisions in respect of Executive Directors' contracts can be found in the Directors' Remuneration report, starting on page 94. ### Interests in shares The Company is aware of the following persons who, either directly or indirectly, held 3% or more of the issued share capital of the Company as at 30 April 2026: | | 30 April 2026 | % | | --- | --- | --- | | Fidelity International* | 22,159,828 | 9.68 | | BlackRock* | 17,082,037 | 7.46 | | Aberforth Partners* | 16,789,074 | 7.34 | | JO Hambro Capital Management* | 14,054,970 | 6.14 | | Lombard Odier Investment Managers* | 13,505,535 | 5.90 | | Vanguard Group* | 12,070,525 | 5.27 | | Dimensional Fund Advisors | 10,992,662 | 4.80 | | Schroder Investment Management* | 8,364,549 | 3.66 | | Employee Benefit Trust* | 7,345,540 | 3.21 | | Artemis Investment Management * | 7,163,278 | 3.13 | * Information obtained from the Company's share register. ### Directors' indemnities As permitted by the Company's Articles, qualifying third party indemnities for each Director of the Company were in place throughout their periods of office during the year and, for those currently in office, remained in force as at the date of signing of this report. The Company's Articles are available on the Company's website: www.ZIGUP.com ### Disabled employees The Group welcomes and gives full and fair consideration to applications for employment from persons with a disability (both visible and non-visible). Our focus is on providing the right tools to support both current and future employees with a disability to be successful in the workplace. The Group assists employees who have a disability with training, career development and progression opportunities and, in a situation where an existing employee develops a disability, our approach is to provide continuing support and training wherever possible. Where changes to working practices or structure affect employees, they are consulted and given the appropriate assistance. --- Strategic report Corporate governance Financial statements Other information ZIGUP plc | Annual Report and Accounts 2026 112 ## Report of the Directors continued ### Stakeholder engagement The Board understands the importance of the need to foster relationships with customers, suppliers, investors and other stakeholders. Examples of how the Board engaged directly with the Group's people, customers and suppliers during the year are highlighted below. ### People engagement We are committed to ensuring that we can create a safe and inclusive environment for our people, and we continue to work to ensure our commitments are well implemented across all areas of the Group. All colleagues are provided with information on matters of concern to them in their work, through regular briefing meetings and internal publications. To inform colleagues of the economic and financial factors affecting our business, regular updates are posted on our intranet, and we receive regular communications of matters of interest from the CEO. Alongside this, information is cascaded to colleagues through senior management, also boosting engagement. Group incentive schemes reinforce financial and economic factors affecting the performance of the business. In recent years the Company has successfully operated the SAYE risk-free share saving programme across the Group and the Free Share programme, under which all eligible colleagues were provided with £500 worth of free shares in the Company. The Free Shares programme, allows colleagues the opportunity to participate in the success of the Group and promotes alignment of interests between colleagues and shareholders. The Group also engages with its colleagues in the business through The Voice Network, which is chaired by a senior member of the Group. The Forum comprises members from across the Group to ensure a balanced representation of the workforce and is attended by other members of senior management from time to time. The Voice Network is a forum which allows colleagues to address any matters of concern they have about the Group, and any matters which are deemed to be of material importance are cascaded to the Board. For further information relating to the work of this group see page 82. ### Engagement with customers and suppliers The Company regularly engages with its customers to understand their needs and enable them to receive the widest of benefits through the Company's customer offering. As part of this the Board considered during the year both the services the customers look to receive and the requirements that underpin demand for these services. The Company also engages with its suppliers at the outset of the relationship to agree on performance metrics and ensure continual monitoring and performance. Regular meetings with our suppliers are undertaken, which also includes periodic performance reviews to ensure compliance with the Company's Modern Slavery statement and its Code of Conduct. The Board reviewed and approved the Modern Slavery statement in the year. Further detail on how the Directors have discharged their duties under Section 172(1) of the Companies Act is included on pages 70 to 72. ### Future developments Details of likely future developments affecting the Group are included within the Chief Executive's review on pages 12 to 15 and within the Our strategy section on page 22. ### Disclosure of information under Listing Rule 9.8.4R(12) Dividend waiver arrangements are in place for the employee trusts and shares held in treasury: | Section | Topic | Location | | --- | --- | --- | | 1 | Interest capitalised | N/A | | 2 | Publication of unaudited financial information | N/A | | 3 | Details of long term incentive schemes | This can be found in the Remuneration report on pages 94 to 109 | | 4 | Waiver of emoluments by a Director | N/A | | 5 | Waiver of future emoluments by a Director | N/A | | 6 | Non pre-emptive issues of equity for cash | N/A | | 7 | As item (6), in relation to major subsidiary undertakings | N/A | | 8 | Parent participation in a placing by a listed subsidiary | N/A | | 9 | Significant agreements | This can be found on page 113 | | 10 | Provision of services by a controlling shareholder | N/A | | 11 | Shareholder waivers of dividends | This can be found immediately above this table | | 12 | Shareholder waiver of future dividends | N/A | | 13 | Agreements with controlling shareholders | N/A | ### Dividends Subject to shareholder approval, the Directors are recommending a final dividend of 18.2p per share (2025: 17.6p) which will be paid on 30 September 2026 to shareholders on the register as at close of business on 28 August 2026. Dividend waiver arrangements are in place for shares held in employee trusts and shares held in treasury. ### Political donations No political donations were made by the Group in the year. --- Strategic report Corporate governance Financial statements Other information ZIGUP plc | Annual Report and Accounts 2026 113 ## Report of the Directors continued ### Subsidiaries As a Group our interests and activities are operated through subsidiaries in the UK, Spain and Ireland, and are subject to the laws and regulations of these jurisdictions. There are no overseas branches. ### Significant agreements The Group's financing facilities (Note 19 to the financial statements) and share plans are subject to change of control provisions. ### Research and development The Group carries out research and development necessary to support its principal activities as a mobility solutions provider. ### Energy and carbon reporting The disclosures regarding greenhouse gas emissions, energy consumption and energy efficiency actions included in the Companies Act (Strategic Report and Directors' Report) Regulations 2013 (as amended) are included in the TCFD and SECR report of the Strategic Report on pages 58 to 67. ### The Remuneration report The Remuneration report contains the following sections: - a statement by John Pattullo, Chairman of the Remuneration Committee; - the Remuneration Policy; and - the Directors' Remuneration report, which sets out payments made in the financial year ended 30 April 2026. The statement by the Chairman and Directors' Remuneration report will be put to an advisory shareholder vote by ordinary resolution. The Remuneration report can be found on pages 94 to 109 and is incorporated in this Directors' report by reference. ### Length of notice of general meetings The minimum notice period permitted by the Companies Act for general meetings of listed companies is 21 days, but the Companies Act provides that companies may reduce this period to 14 days (other than for AGMs) provided that two conditions are met. The first condition is that the Company offers a facility for shareholders to vote by electronic means. This condition is met if the Company offers a facility, accessible to all shareholders, to appoint a proxy by means of a website. A separate notice of AGM has been issued to all shareholders which includes details of the Company's arrangements for electronic proxy appointment. The second condition is that there is an annual resolution of shareholders approving the reduction of the minimum notice period from 21 days to 14 days. A resolution to approve 14 days as the minimum period of notice for all general meetings of the Company other than AGMs will be proposed at the AGM. The approval will be effective until the Company's next AGM, when it is intended that the approval be renewed. It is the Board's intention that this authority would not be used as a matter of routine but only when merited by the circumstances of the meeting and in the best interests of shareholders. ### Financial instruments Details of the Group's use of financial instruments are given in Note 29 to the financial statements. ### Important events There have been no notable events since the end of the financial year. ### Auditor In the case of each of the persons who are Directors of the Company at the date when this report was approved: - so far as each of the Directors is aware, there is no relevant audit information of which the Company's auditors is unaware; and - each of the Directors has taken all the steps that they ought to have taken as a Director to make himself or herself aware of any relevant audit information (as defined) and to establish that the Company's auditor is aware of that information. This confirmation is given and should be interpreted in accordance with the provisions of Section 418 of the Companies Act. A resolution for the reappointment of PwC as auditor of the Company will be proposed at the forthcoming AGM. This proposal is supported by the Audit Committee. The Directors' report, comprising the Corporate governance report and the reports of the Audit, Nominations and Remuneration Committees, have been approved by the Board and signed on its behalf. On behalf of the Board. ### Avril Palmer-Lavery Chairman 7 July 2026 --- Strategic report Corporate governance Financial statements Other information ZIGUP plc | Annual Report and Accounts 2026 114 ## Statement of Directors' responsibilities in respect of the financial statements The Directors are responsible for preparing the Annual Report and the financial statements in accordance with applicable law and regulation. Company law requires the Directors to prepare financial statements for each financial year. Under that law the Directors have prepared the Group financial statements in accordance with UK-adopted international accounting standards and the Company financial statements in accordance with United Kingdom Generally Accepted Accounting Practice (United Kingdom Accounting Standards, comprising FRS 101 'Reduced Disclosure Framework', and applicable law). Under company law, Directors must not approve the financial statements unless they are satisfied that they give a true and fair view of the state of affairs of the Group and Company and of the profit or loss of the Group for that period. In preparing the financial statements, the Directors are required to: - select suitable accounting policies and then apply them consistently; - state whether applicable UK-adopted international accounting standards have been followed for the Group financial statements, and United Kingdom Accounting Standards, comprising FRS 101, have been followed for the Company financial statements, subject to any material departures disclosed and explained in the financial statements; - make judgements and accounting estimates that are reasonable and prudent; and - prepare the financial statements on the going concern basis unless it is inappropriate to presume that the Group and Company will continue in business. The Directors are responsible for safeguarding the assets of the Group and Company and hence for taking reasonable steps for the prevention and detection of fraud and other irregularities. The Directors are also responsible for keeping adequate accounting records that are sufficient to show and explain the Group's and Company's transactions and disclose with reasonable accuracy at any time the financial position of the Group and Company and enable them to ensure that the financial statements and the Directors' Remuneration report comply with the Companies Act 2006. The Directors are responsible for the maintenance and integrity of the Company's website. Legislation in the United Kingdom governing the preparation and dissemination of financial statements may differ from legislation in other jurisdictions. ### Directors' confirmations Each of the Directors, whose names and functions are listed in the Corporate Governance section confirm that, to the best of their knowledge: - the Group financial statements, which have been prepared in accordance with UK-adopted international accounting standards, give a true and fair view of the assets, liabilities, financial position and profit of the Group; - the Company financial statements, which have been prepared in accordance with United Kingdom Accounting Standards, comprising FRS 101, give a true and fair view of the assets, liabilities and financial position of the Company; and - the Report of the Directors includes a fair review of the development and performance of the business and the position of the Group and Company, together with a description of the principal risks and uncertainties that it faces. In the case of each Director in office at the date the Directors' report is approved: - so far as the Director is aware, there is no relevant audit information of which the Group's and Company's auditor is unaware; and - they have taken all the steps that they ought to have taken as a Director in order to make themselves aware of any relevant audit information and to establish that the Group's and Company's auditor is aware of that information. On behalf of the Board. **Martin Ward** Chief Executive Officer 7 July 2026 --- Strategic report Corporate governance Financial statements Other information ZIGUP plc | Annual Report and Accounts 2026 115 # Independent auditor's report to the members of ZIGUP plc ## Report on the audit of the financial statements ### Opinion In our opinion: - ZIGUP plc's Group financial statements and Company financial statements (the 'financial statements') give a true and fair view of the state of the Group's and of the Company's affairs as at 30 April 2026 and of the Group's profit and the Group's cash flows for the year then ended; - the Group financial statements have been properly prepared in accordance with UK-adopted international accounting standards as applied in accordance with the provisions of the Companies Act 2006; - the Company financial statements have been properly prepared in accordance with United Kingdom Generally Accepted Accounting Practice (United Kingdom Accounting Standards, including FRS 101 'Reduced Disclosure Framework', and applicable law); and - the financial statements have been prepared in accordance with the requirements of the Companies Act 2006. We have audited the financial statements, included within the Annual Report and Accounts 2026 (the 'Annual Report'), which comprise: - the Consolidated balance sheet as at 30 April 2026; - the Company balance sheet as at 30 April 2026; - the Consolidated income statement for the year then ended; - the Consolidated statement of comprehensive income for the year then ended; - the Consolidated cash flow statement for the year then ended; - the Consolidated statement of changes in equity for the year then ended; - the Company statement of changes in equity for the year then ended; and - the notes to the financial statements, comprising material accounting policy information and other explanatory information. Our opinion is consistent with our reporting to the Audit Committee. ### Basis for opinion We conducted our audit in accordance with International Standards on Auditing (UK) ('ISAs (UK)') and applicable law. Our responsibilities under ISAs (UK) are further described in the Auditor's responsibilities for the audit of the financial statements section of our report. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion. ### Independence We remained independent of the Group in accordance with the ethical requirements that are relevant to our audit of the financial statements in the UK, which includes the FRC's Ethical Standard, as applicable to listed public interest entities, and we have fulfilled our other ethical responsibilities in accordance with these requirements. To the best of our knowledge and belief, we declare that non-audit services prohibited by the FRC's Ethical Standard were not provided. Other than those disclosed in Note 5, we have provided no non-audit services to the Company or its controlled undertakings in the period under audit. ### Our audit approach #### Overview #### Audit scope - The Group is organised into 26 reporting components and the Group financial statements are a consolidation of these reporting components. - Of the 26 components, we identified 5 which, in our view, required a full scope audit either due to their size or risk characteristics. - Specified audit procedures were performed over a further 5 components due to their contributions to the financial statement line items in the Group financial statements. These include procedures over cost of sales, revenue, cash and bank balances, finance costs, borrowings, administrative expenses, lease liabilities, provisions, other intangible assets and amortisation of intangible assets. #### Key audit matters - Determining appropriate depreciation rates for vehicle assets held for hire (Group). - Claims due from insurance companies and self-insuring organisations, incorporating revenue recognition (Group). - Recoverability of investments in subsidiary undertakings and amounts due from subsidiary undertakings (parent). #### Materiality - Overall Group materiality: £6,880,000 (2025: £7,940,000) based on 5% of average profit before tax and exceptional items over three years. - Overall Company materiality: £17,386,000 (2025: £16,600,000) based on 1% of total assets. - Performance materiality: £5,160,000 (2025: £5,955,000) (Group) and £13,039,000 (2025: £12,450,000) (Company). #### The scope of our audit As part of designing our audit, we determined materiality and assessed the risks of material misstatement in the financial statements. --- Strategic report Corporate governance Financial statements Other information ZIGUP plc | Annual Report and Accounts 2026 116 ## Independent auditor's report to the members of ZIGUP plc continued ### Key audit matters Key audit matters are those matters that, in the auditors' professional judgement, were of most significance in the 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) identified by the auditors; including those which had the greatest effect on: the overall audit strategy; the allocation of resources in the audit; and directing the efforts of the engagement team. These matters, and any comments we make on the results of our procedures thereon, were addressed in the context of our audit of the financial statements as a whole, and in forming our opinion thereon, and we do not provide a separate opinion on these matters. This is not a complete list of all risks identified by our audit. The key audit matters below are consistent with those of last year. | Key audit matter | How our audit addressed the key audit matter | | --- | --- | | **Determining appropriate depreciation rates for vehicle assets held for hire (Group)** The Group has a total of £1,763.0m (2025: £1,511.3m) of vehicle assets held for hire with a depreciation charge totalling £286.1m (2025: £258.7m). The Group adopts an accounting policy that uses depreciation rates based on estimated useful lives with the anticipation that the net book value of these vehicle assets approximates to their market value at the time of disposal. This policy seeks to minimise any significant gains or losses upon disposal of the vehicle assets. This policy requires management to make an estimate of what the residual value will be at the time of disposal. Determining likely residual values for future vehicle disposals is judgemental and requires a number of judgements and estimates to be made, including the age, condition and expected future market conditions, such as forecast levels of supply and demand. Further explanation is included in the Group's critical accounting judgements and key sources of estimation uncertainty in Note 3 and the Report of the Audit Committee on pages 88 to 93. The disclosures in respect of vehicle assets held for hire are shown in Notes 2, 3 and 13. | We have obtained management's forecasts used to support the depreciation rates selected. We performed the following procedures over management's forecasts: - Challenged management's assumptions around expected future market values of hire vehicles and corroborated management's expectations of vehicle supply and demand against external third-party industry data; - Challenged the forecasted sales mix, including the mix of sales channels, and considered this against historical mix and industry data; - Considered management's assumptions around the net book value of future vehicles sold and challenged this through historical purchase price information and understanding of the developments that have impacted the fleet in prior years; - Assessed management's forecasting ability through consideration of actual performance versus forecasted performance; - Considered management's forecasted infreets and defilets against historical patterns; and - Performed sensitivity analysis on management's forecasts. We also considered the adequacy of the Group's disclosures in respect of the estimation uncertainty in setting appropriate depreciation rates. Based on the procedures performed, we were able to obtain sufficient audit evidence in respect of the judgements and estimates applied by management in determining the depreciation rates used. | | **Claims due from insurance companies and self-insuring organisations, incorporating revenue recognition (Group)** Within the Claims 6 Services operating segment the Group recognises contract assets amounting to £166.8m (2025: £166.1m) on claims due from insurance companies and self-insuring organisations, which are subject to the insurance claims being settled. Included within this balance is revenue recognised on non-protocol hire claims which represents variable consideration and is subject to a variable consideration adjustment which takes into account the settlement risk. This includes historical and expected collection rates, as well as the aged profile of amounts due. The assumptions underlying the calculation of the variable consideration adjustment, as well as the adjustments made, involve significant judgement and therefore impact both the carrying value of the associated assets and revenue recognised in relation to the associated claims. We determined that the valuation of outstanding claims, which incorporates the variable consideration adjustment, has a high degree of estimation uncertainty. Further explanation of the estimation uncertainty is included in the critical accounting judgements and key sources of estimation uncertainty in Note 3 and the Report of the Audit Committee on pages 88 to 93. | We assessed the accounting policy and approach to recognising revenue to ensure it was consistent with the principles of IFRS 15 'Revenue from contracts with customers' and in particular variable consideration. We performed the calculation within the model from the input data such as the ageing and recovery rates. We assessed and challenged the key assumptions used by management to derive the variable consideration adjustment, taking into account historical collection rates for individual insurers for each category of claim and any outliers within the data. We assessed whether there was any contradictory evidence which could call into question the assumptions made and we corroborated explanations provided to supporting information or evidence. We formed an independent view of the adequacy of the variable consideration adjustment, by obtaining invoice and settlement data since January 2016. We used this data to analyse the historical collection performance of monthly cohorts of invoices for each category of claim and derived an expectation of the potential settlement of claims outstanding at the balance sheet date. We also requested management perform a look back test, by assessing the outcome of cash settlements in the period against the assumptions made in determining the variable consideration adjustment at the previous balance sheet date. Using the historical recovery rates and aging profiles we calculated an auditor's range as of the expected provision required. The results of this look back test have been disclosed in the financial statements within Note 16, receivables and contract assets. We have considered the adequacy of the disclosures in respect of estimation uncertainty included within the financial statements. Based on the procedures above, we concluded that the level of the provision held at the balance sheet date is reasonable. | --- Strategic report Corporate governance Financial statements Other information ZIGUP plc | Annual Report and Accounts 2026 117 ## Independent auditor's report to the members of ZIGUP plc continued Key audit matter How our audit addressed the key audit matter ### Recoverability of investments in subsidiary undertakings and amounts due from subsidiary undertakings (parent) The Company has significant investments in respect of acquisitions made across various subsidiaries amounting to £458.3m (2025: £454.3m) and amounts due from subsidiary undertakings amounting to £1,255.7m (2025: £1,175.9m). The recoverable amount of the subsidiary is impacted by various factors, a number of which are outside of management's control, which could affect whether results are in line with expectations. Where a subsidiary has shown poor historical performance, there is a risk around the recoverability of this investment. There is a level of judgement involved in assessing whether there are impairment indicators present. Amounts due from Group undertakings are considered as part of management's IFRS 9 expected credit loss assessment which includes significant accounting estimates. The disclosures in respect of investments in subsidiary undertakings and amounts due from subsidiary undertakings are shown in Notes 2, 3, 5 and 7. We evaluated and challenged management's process for assessing impairment triggers for investments in subsidiary undertakings and management's IFRS 9 expected credit loss assessment in respect of amounts owed by subsidiary undertakings. We have performed the following procedures in relation to the recoverable amount of investments in subsidiary undertakings: - Assessed and challenged the completeness of management's consideration of impairment indicators; including reviewing board minutes and considering the market capitalisation of the Group relative to the net assets; - Compared historical performance to historical forecasts to assess accuracy in the budget process; - Engaged our Valuation experts to assess the discount rate and long term growth rate; and - Assessed the reasonableness of the key assumptions, including revenue and cost assumptions, and performed sensitivity analysis on the forecasts. We have considered management's approach to the expected credit loss assessment of each of the counterparty balances and the risk of default. We have also considered the adequacy of the disclosures in respect of investments in subsidiary undertakings and amounts due from subsidiary undertakings. We are satisfied with management's conclusion on the carrying value of investments and amounts due from subsidiary undertakings. ### How we tailored the audit scope We tailored the scope of our audit to ensure that we performed enough work to be able to give an opinion on the financial statements as a whole, taking into account the structure of the Group and the Company, the accounting processes and controls, and the industry in which they operate. The Group is organised into 26 reporting components and the Group financial statements are a consolidation of these reporting components. The reporting components vary in size and we identified 5 components, in the UK and Spain, that required a full-scope audit of their financial information due to either their size or risk characteristics. Specified audit procedures were performed over a further 5 reporting components due to their contributions to the financial statement line items in the Group financial statements. These include procedures over cost of sales, revenue, bank balances, finance costs, borrowings, administrative expenses, lease liabilities, provisions, other intangible assets and amortisation of intangible assets. Our audit scope was determined by considering the significance of each component's contribution to profit before tax and exceptional items, and individual financial statement line items, with specific consideration to obtaining sufficient coverage over significant risks. The Group engagement team were significantly involved at all stages of the component audit by virtue of regular communications throughout, including the issuance of detailed audit instructions and review and discussions of the audit approach and findings, in particular over our areas of focus. The Group audit team met with local management and the component audit team and attended their clearance meeting. In addition, we reviewed the component team reporting results and their supporting working papers, which together with the additional procedures performed at Group level, gave us the evidence required for our opinion on the financial statements as a whole. Our audit procedures at the Group level included the audit of the consolidation, goodwill and other intangible assets, investments in associates, income and deferred taxation and certain aspects of IFRS 16 'Leases'. The Company is subject to a full scope audit of its financial information due to the separate presentation of the Company financial statements. The Company audit was also performed by the Group audit team. The Company is principally a holding company and there are no branches outside the UK. The Company is audited on a stand-alone basis, and hence, testing has been performed on all material financial statement line items. --- Strategic report Corporate governance Financial statements Other information ZIGUP plc | Annual Report and Accounts 2026 118 ## Independent auditor's report to the members of ZIGUP plc continued ### The impact of climate risk on our audit Climate change is expected to present both risks and opportunities for the Group. As explained in the Sustainability section of the Strategic Report, the Group is mindful of its impact on the environment and is focused on ways to reduce climate-related impacts as management continues to develop its plans towards a net zero pathway by 2050. Management's climate change initiatives and commitments will impact the Group in a variety of ways, and while the Group has started to quantify some of the impacts that may arise on its net zero pathway, the future financial impacts are clearly uncertain given the medium to long term horizon. Disclosure of the impact of climate change risk based on management's current assessment is incorporated in the Task Force on Climate-Related Financial Disclosures (TCFD) section of the Annual Report. As part of our audit, we made enquiries of management to understand the extent of the potential impact of climate change on the Group's business and the financial statements, including reviewing management's climate change risk assessment which was prepared with support from an external expert. We used our knowledge of the Group to evaluate the risk assessment performed by management. We assessed that the key areas in the financial statements which are more likely to be materially impacted by climate change are those areas that are based on future cash flows. As a result, we particularly considered how climate change risks and the impact of climate commitments made by the Group could impact the assumptions made in the forecasts prepared by management that are used in the Group's impairment analysis and for going concern purposes. We challenged how management had considered longer term physical risks such as severe weather-related impacts, and shorter term transitional risks such as policy changes in fuel subsidies and limited supply of EVs and hybrids. Our procedures did not identify any material impact on our audit for the year ended 30 April 2026. We also checked the consistency of the disclosures in the TCFD section of the Annual Report with the relevant financial statement disclosures, including the going concern section of the accounting policies, and with our understanding of the business and knowledge obtained in the audit. We confirmed with management and the Audit Committee that the estimated financial impacts of climate change will be reassessed prospectively and our expectation is that climate change disclosures will evolve as the understanding of the actual and potential impacts on the Group's future operations are established with greater certainty. ### Materiality The scope of our audit was influenced by our application of materiality. We set certain quantitative thresholds for materiality. These, together with qualitative considerations, helped us to determine the scope of our audit and the nature, timing and extent of our audit procedures on the individual financial statement line items and disclosures and in evaluating the effect of misstatements, both individually and in aggregate on the financial statements as a whole. Based on our professional judgement, we determined materiality for the financial statements as a whole as follows: | | Financial statements – Group | Financial statements – Company | | --- | --- | --- | | **Overall materiality** | £6,880,000 (2025: £7,940,000). | £17,386,000 (2025: £16,600,000). | | **How we determined it** | 5% of average profit before tax and exceptional items over 3 years | 1% of total assets | | **Rationale for benchmark applied** | Based on the benchmarks used in the Annual Report, profit before tax and exceptional items is the primary measure used by the shareholders in assessing the performance of the Group, and is a generally accepted auditing benchmark. We have chosen this as our benchmark as it is a key performance measure disclosed to users of the financial statements. This figure takes prominence in the Annual Report as well as the communications to both the shareholders and the market, and an element of management remuneration is linked to this performance measure. Due to volatility in the benchmark over the last three years, an average was used to calculate the current year materiality. Based on this it is considered appropriate to use the three-year average adjusted profit before tax figure for the year as an appropriate benchmark. | We consider total assets to be appropriate as the Company is not a profit oriented entity. The Company is a non-trading holding company only and therefore total assets is deemed a generally accepted auditing benchmark. | For each component in the scope of our Group audit, we allocated a materiality that is less than our overall Group materiality. The range of materiality allocated across components was between £500,000 and £6,000,000. Certain components were audited to a local statutory audit materiality that was also less than our overall Group materiality. --- Strategic report Corporate governance Financial statements Other information ZIGUP plc | Annual Report and Accounts 2026 119 ## Independent auditor's report to the members of ZIGUP plc continued We use performance materiality to reduce to an appropriately low level the probability that the aggregate of uncorrected and undetected misstatements exceeds overall materiality. Specifically, we use performance materiality in determining the scope of our audit and the nature and extent of our testing of account balances, classes of transactions and disclosures, for example in determining sample sizes. Our performance materiality was 75% (2025: 75%) of overall materiality, amounting to £5,160,000 (2025: £5,955,000) for the Group financial statements and £13,039,000 (2025: £12,450,000) for the Company financial statements. In determining the performance materiality, we considered a number of factors – the history of misstatements, risk assessment and aggregation risk and the effectiveness of controls – and concluded that an amount at the upper end of our normal range was appropriate. We agreed with the Audit Committee that we would report to them misstatements identified during our audit above £340,000 (Group audit) (2025: £397,000) and £869,000 (Company audit) (2025: £830,000) as well as misstatements below those amounts that, in our view, warranted reporting for qualitative reasons. ### Conclusions relating to going concern Our evaluation of the Directors' assessment of the Group's and the Company's ability to continue to adopt the going concern basis of accounting included: - We obtained from management their latest assessments supporting their conclusions with respect to the going concern basis of preparation of the financial statements; - We evaluated the historical accuracy of the budgeting process to assess the reliability of the data; - We evaluated management's base case forecast and downside scenarios, and challenged the adequacy and appropriateness of the underlying assumptions; - In conjunction with the above we have also reviewed management's analysis of both liquidity, including the Group's available financing and maturity profile, and covenant compliance to satisfy ourselves that no breaches are anticipated over the period of assessment; - We reviewed management accounts for the financial period to date and checked that these were consistent with the starting point of management's forecasts, and supported the key assumptions included in the assessment; and - We have reviewed the disclosures made in respect of going concern included in the financial statements. Based on the work we have performed, we have not identified any material uncertainties relating to events or conditions that, individually or collectively, may cast significant doubt on the Group's and the Company's ability to continue as a going concern for a period of at least 12 months from when the financial statements are authorised for issue. In auditing the financial statements, we have concluded that the Directors' use of the going concern basis of accounting in the preparation of the financial statements is appropriate. However, because not all future events or conditions can be predicted, this conclusion is not a guarantee as to the Group's and the Company's ability to continue as a going concern. In relation to the Directors' reporting on how they have applied the UK Corporate Governance Code, we have nothing material to add or draw attention to in relation to the Directors' statement in the financial statements about whether the Directors considered it appropriate to adopt the going concern basis of accounting. Our responsibilities and the responsibilities of the directors with respect to going concern are described in the relevant sections of this report. ### Reporting on other information The other information comprises all of the information in the Annual Report other than the financial statements and our auditor's report thereon. The Directors are responsible for the other information. Our opinion on the financial statements does not cover the other information and, accordingly, we do not express an audit opinion or, except to the extent otherwise explicitly stated in this report, any form of assurance thereon. In connection with our audit of the financial statements, 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 an apparent material inconsistency or material misstatement, we are required to perform procedures to conclude whether there is a material misstatement of the financial statements or a material misstatement of the other information. 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 based on these responsibilities. With respect to the Strategic report and Report of the Directors, we also considered whether the disclosures required by the UK Companies Act 2006 have been included. Based on our work undertaken in the course of the audit, the Companies Act 2006 requires us also to report certain opinions and matters as described below. ### Strategic report and Report of the Directors In our opinion, based on the work undertaken in the course of the audit, the information given in the Strategic report and Report of the Directors for the year ended 30 April 2026 is consistent with the financial statements and has been prepared in accordance with applicable legal requirements. In light of the knowledge and understanding of the Group and Company and their environment obtained in the course of the audit, we did not identify any material misstatements in the Strategic report and Report of the Directors. ### Directors' remuneration In our opinion, the part of the Directors' Remuneration report to be audited has been properly prepared in accordance with the Companies Act 2006. --- Strategic report Corporate governance Financial statements Other information ZIGUP plc | Annual Report and Accounts 2026 135 ## Notes to the consolidated financial statements continued ### 2 Material accounting policies continued #### Taxation continued Deferred tax is the tax expected to be payable or recoverable on differences between the carrying amounts of assets and liabilities in the financial statements and the corresponding tax bases used in the computation of taxable profit and is accounted for using the balance sheet liability method. Deferred tax liabilities are generally recognised for all taxable temporary differences and deferred tax assets are recognised to the extent that it is probable that taxable profits will be available against which deductible temporary differences can be utilised. Such assets and liabilities are not recognised if the temporary difference arises from goodwill or from the initial recognition (other than in a business combination) of other assets and liabilities in a transaction that affects neither the tax profit nor the accounting profit. The carrying amount of deferred tax assets is reviewed at each balance sheet date and has decreased to the extent that it is no longer probable that sufficient taxable profits will be available to allow all or part of the asset to be recovered. Deferred tax liabilities are recognised for taxable temporary differences arising on investments in subsidiaries except where the Group is able to control the reversal of the temporary difference and it is probable that the temporary difference will not reverse in the foreseeable future. Deferred tax is calculated at the tax rates that are expected to apply in the period when the liability is settled, or the asset is realised. Current and deferred tax is charged or credited in the consolidated income statement, except when it relates to items charged or credited directly to equity, in which case the current or deferred tax is also dealt with in equity. The Group has applied the exemption to recognising and disclosing information about deferred tax assets and liabilities related to Pillar II income taxes. #### Financial instruments and hedge accounting Financial assets and liabilities are recognised in the Group's consolidated balance sheet when the Group becomes a party to the contractual provision of the instrument. Trade receivables are non-interest bearing and are initially stated at their fair value and subsequently at amortised cost less any appropriate provision for impairment. A provision for impairment of trade receivables is recognised using a lifetime expected credit loss model which in principal uses objective evidence to justify that the Group will not be able to collect all amounts due according to the original terms of the receivables. Significant financial difficulties of the debtor, probability that the debtor will enter bankruptcy or financial reorganisation, and default or delinquency in payments are considered indicators that the trade receivable is impaired. The amount of provision is the difference between the asset's carrying amount and the present value of estimated future cash flows, discounted at the original effective interest rate. The carrying amount of the asset is reduced through the use of an allowance account, and the amount of the loss is recognised in the consolidated income statement within operating expenses. When a trade receivable is uncollectable, it is written off against the allowance account for trade receivables. Subsequent recoveries of amounts written off are credited against operating expenses in the consolidated income statement. Trade payables are non-interest bearing and are stated initially at their fair value and subsequently at amortised cost. The Group may use derivative financial instruments to hedge its exposure to interest and foreign exchange rate risks arising from operational, financing and investment activities. In accordance with its treasury policy, the Group does not hold or issue derivative financial instruments for trading purposes. Derivative financial instruments are stated at fair value. Any gain or loss on remeasurement to fair value is recognised immediately in the consolidated income statement except where derivatives qualify for hedge accounting, where recognition of the resultant gain or loss depends on the nature of the items being hedged. The fair value of interest rate derivatives is the estimated amount that the Group would receive or pay to terminate the derivative at the balance sheet date, taking into account current interest rates and the current creditworthiness of the derivative counterparties. Changes in the fair value of derivative financial instruments that are designated and effective as hedges of future cash flows are recognised in other comprehensive income and the ineffective portion is recognised in the consolidated income statement. Amounts previously recognised in other comprehensive income and accumulated in equity are reclassified to profit or loss in the periods when the hedged item is recognised in profit or loss, in the same line of the consolidated income statement as the recognised hedged item. However, when the forecast transaction that is hedged results in the recognition of a non-financial asset or a non-financial liability, the gains and losses previously accumulated in equity are transferred from equity and included in the initial measurement of the cost of the non-financial asset or non-financial liability. Changes in the fair value of derivative financial instruments that do not qualify for hedge accounting are recognised in the consolidated income statement as they arise. Hedge accounting for cash flow hedges is discontinued when the hedging instrument expires or is sold, terminated, exercised or no longer qualifies for hedge accounting. At that time, any cumulative gain or loss on the hedging instrument recognised in equity is retained in equity until the forecasted transaction occurs. If a hedged transaction is no longer expected to occur, the net cumulative gain or loss recognised in equity is transferred to the consolidated income statement as a net profit or loss for the period. --- Strategic report Corporate governance Financial statements Other information ZIGUP plc | Annual Report and Accounts 2026 136 ## Notes to the consolidated financial statements continued ### 2 Material accounting policies continued #### Financial instruments and hedge accounting continued Changes in the fair value of derivative financial instruments that are designated, and effective as net investment hedges are recognised directly in equity and the ineffective portion is recognised in the consolidated income statement. Exchange differences arising on the net investment hedges are transferred to the translation reserve. No derivative assets and liabilities are offset. #### Liquid investments and cash and cash equivalents Liquid investments represent highly liquid current asset investments such as term deposits and managed funds invested in high-quality fixed income instruments. They do not meet the IAS 7 definition of cash and cash equivalents, normally because even if readily accessible, the underlying investments have an average maturity profile greater than 90 days from the date first entered into, or because they are held primarily for investment purposes rather than meeting short term cash commitments. Cash and cash equivalents comprise cash on hand, deposits held on call with banks, highly liquid investments that are readily convertible into known amounts of cash, and which are subject to insignificant risk of changes in value and are held for the purpose of meeting short term cash commitments rather than for investment or other purposes. Cash at bank and in hand and bank overdrafts are shown gross, where accounts have a right of offset within the same banking facility but are not net settled. #### Bank loans, other loans, loan notes and issue costs Bank loans, other loans and loan notes are stated initially at fair value – the amount of proceeds after deduction of issue costs – and then subsequently at amortised cost. Finance charges, including premiums payable on settlement or redemption and direct issue costs, are accounted for in the consolidated income statement on an accruals basis. #### Foreign currencies Transactions in foreign currencies other than Sterling are recorded at the rate prevailing at the date of the transaction. At each balance sheet date, monetary assets and liabilities that are denominated in foreign currencies are retranslated at the rates prevailing at that date. The net assets of overseas subsidiary undertakings are translated into Sterling at the rate of exchange ruling at the balance sheet date. The exchange difference arising on the retranslation of opening net assets is recognised directly in equity. The results of overseas subsidiary undertakings are translated into Sterling using average exchange rates for the financial year and variances compared with the exchange rate at the balance sheet date are recognised directly in equity. All other translation differences are taken to the consolidated income statement with the exception of exchange differences on foreign currency borrowings that provide a hedge against Group equity investments in foreign enterprises, which are recognised directly in equity, together with the exchange difference on the net investment in these enterprises. Goodwill and fair value adjustments arising on acquisition of a foreign entity are treated as assets and liabilities of the foreign entity. They are denominated in the functional currency of the foreign entity and translated at the exchange rate prevailing at the balance sheet date, with any variances reflected directly in equity. All foreign exchange differences reflected directly in equity are shown in the translation reserve component of equity. #### Leased assets ##### As lessee: For any new contracts entered into, the Group considers whether a contract is, or contains a lease. A lease is defined as 'a contract, or part of a contract, that conveys the right to use an asset (the underlying asset) for a period of time in exchange for consideration'. To apply this definition, the Group assesses whether the contract meets three key evaluations, which are whether: - the contract contains an identified asset, which is either explicitly identified in the contract or implicitly specified by being identified at the time the asset is made available to the Group; - the Group has the right to obtain substantially all of the economic benefits from use of the identified asset throughout the period of use, considering its rights within the defined scope of the contract; and - the Group has the right to direct the use of the identified asset throughout the period of use. The Group assesses whether it has the right to direct 'how and for what purpose' the asset is used throughout the period of use. #### Measurement and recognition of leases as a lessee At lease commencement date, the Group recognises a right-of-use asset and a lease liability on the balance sheet. The right-of-use asset is measured at cost, which is made up of the initial measurement of the lease liability, any initial direct costs incurred by the Group, an estimate of any costs to dismantle and remove the asset at the end of the lease, and any lease payments made in advance of the lease commencement date (net of any incentives received). The Group depreciates the right-of-use assets on a straight-line basis from the lease commencement date to the earlier of the end of the useful life of the right-of-use asset or the end of the lease term. The Group also assesses the right-of-use asset for impairment when such indicators exist. --- Strategic report Corporate governance Financial statements Other information ZIGUP plc | Annual Report and Accounts 2026 137 ## Notes to the consolidated financial statements continued ### 2 Material accounting policies continued #### Leased assets continued ##### Measurement and recognition of leases as a lessee continued At the commencement date, the Group measures the lease liability at the present value of the lease payments unpaid at that date, discounted using the interest rate implicit in the lease if that rate is readily available or the incremental borrowing rate relevant to the class of asset. Lease payments included in the measurement of the lease liability are made up of fixed payments (including in substance fixed), variable payments based on an index or rate, amounts expected to be payable under a residual value guarantee and payments arising from options reasonably certain to be exercised. Subsequent to initial measurement, the liability will be reduced for payments made and increased for interest. It is remeasured to reflect any reassessment or modification, or if there are changes in substance fixed payments. When the lease liability is remeasured, the corresponding adjustment is reflected in the right-of-use asset, or consolidated income statement if the right-of-use asset is already reduced to zero. The Group has elected to account for short term leases and leases of low-value assets using the practical expedients. Instead of recognising a right-of-use asset and lease liability, the payments in relation to these are recognised as an expense in the consolidated income statement on a straight-line basis over the lease term. #### As lessor: Motor vehicles and equipment hired to customers are included within property, plant and equipment. Income from such leases is taken to the consolidated income statement evenly over the period of the lease agreement. For other assets leased to third parties, like the sub-lease of property, the Group determines at lease inception whether each lease is a finance lease or an operating lease. To classify each lease, the Group makes an overall assessment of whether the lease transfers substantially all of the risks and rewards incidental to ownership of the underlying asset. If this is the case, then the lease is a finance lease; if not, then it is an operating lease. As part of this assessment, the Group considers certain indicators such as whether the lease is for the major part of the economic life of the asset. When the Group is an intermediate lessor, it accounts for its interests in the head lease and the sub-lease separately. It assesses the lease classification of a sub-lease with reference to the right-of-use asset arising from the head lease, not with reference to the underlying asset. If a head lease is a short term lease to which the Group applies the exemption described above, then it classifies the sub-lease as an operating lease. #### Retirement benefit costs The Group operates defined contribution pension schemes. Contributions in respect of defined contribution arrangements are charged to the consolidated income statement in the period they fall due. Pension contributions in respect of one of these arrangements are held in Trustee administered funds, independently of the Group's finances. The Group also operates group personal pension plans. The costs of these plans are charged to the consolidated income statement as they fall due. #### Employee share schemes and share based payments The Group issues equity settled awards to certain employees. Equity settled employee schemes, including employee share options, annual bonuses and long-term incentive plans, provide employees with the option to acquire Company shares. Employee share options and equity settled annual bonuses and long-term incentive plans are generally subject to performance and/or service conditions. The fair value of equity settled payments is measured at the date of grant and charged to the consolidated income statement over the period during which performance or service conditions are required to be met or immediately where no performance or service criteria exist. The fair value of equity settled payments granted is measured using the Black-Scholes or the Monte Carlo models. At the end of each reporting period, the Group revises its estimate of the number of options that are expected to vest based on the non-market vesting conditions and service conditions. It recognises the impact of the revision to the original estimates in the consolidated income statement, with a corresponding adjustment to equity. The Group also operates a share incentive plan under which allows colleagues to receive a number of free shares. The Group recognises the free shares as an expense evenly throughout the period over which the employees must remain in employment of the Group in order to receive the free shares. The Group operates a share save scheme under which employees have the option to convert savings to shares at an agreed exercise price. The Group recognises the option value evenly over the savings period. --- Strategic report Corporate governance Financial statements Other information ZIGUP plc | Annual Report and Accounts 2026 138 ## Notes to the consolidated financial statements continued ### 2 Material accounting policies continued #### Finance income and finance costs Finance income and finance costs are recognised in the consolidated income statement using the effective interest rate method. #### Exceptional items and amortisation of acquired intangible assets Items are classified as exceptional gains or losses where in the opinion of the Directors, disclosing them separately will improve the understanding of the financial statements and will enable the underlying financial performance of the Group to be better understood and more comparable between periods. Items will only be classed as exceptional if they are of a significant size individually or in aggregate and are considered to be non-recurring in nature. Other items may be classified as exceptional items if by nature they need to be separately disclosed to provide a clearer understanding of financial performance. Examples of costs that would be considered as exceptional include non-recurring impairments of assets or restructuring costs arising from significant one-off restructuring programmes. The presentation is consistent with the way financial performance is measured by management and reported to the Board. Amortisation of acquired intangible assets is not classed as an exceptional item as it is recurring in nature. However, it is excluded from underlying results as it is considered non-operational and would otherwise not present a clear understanding of underlying performance, as growth of the business is achieved organically and inorganically. The revenue and costs attached to those acquisitions are included within underlying results. Where depreciation rates are subsequently changed from their initial assessments, the impact of this change on the depreciation charge may be shown separately from the underlying results in order to better compare the results of the Group between periods. #### Dividends Dividends on ordinary shares are recognised in the period in which they are either paid or formally approved, whichever is earlier. #### Provisions A provision is recognised in the consolidated balance sheet when the Group has a present legal or constructive obligation as a result of a past event and it is probable that an outflow of economic benefits will be required to settle the obligation. If the effect is material, provisions are determined by discounting the expected future cash flows at a pre-tax rate that reflects current market assessments of the time value of money and, where appropriate, the risks specific to the liability. #### Treasury shares When shares recognised as equity are repurchased, the amount of the consideration paid, which includes directly attributable costs, is recognised as a deduction from equity. Repurchased shares are classified as treasury shares and are presented in the treasury share reserve. Treasury shares may be transferred to the own shares reserve in order to satisfy vestings of share options and are transferred at the weighted average cost of the purchase price paid for the shares. #### Own shares The Group makes open market purchases of its own shares or transfers shares previously recognised as treasury shares in order to satisfy the requirements of the Group's existing share schemes. Own shares are recognised at cost as a reduction in shareholder equity. The carrying values of own shares are compared with their market values at each reporting date and adjustments are made to write down the carrying value of own shares when, in the opinion of the Directors, there is a significant market value reduction. ### 3 Critical accounting judgements and key sources of estimation uncertainty In the process of applying the Group's accounting policies, which are described in Note 2, the Group has not identified any critical judgements, which are separate to key sources of estimation uncertainty outlined below. The Group has made the following estimates that have the most significant effect on the amounts recognised in the financial statements that will have an impact on the next 12 months. #### Depreciation – vehicles for hire Vehicles for hire are depreciated on a straight-line basis using depreciation rates that reflect their economic lives. These depreciation rates have been determined with the anticipation that the net book values at the point the vehicles are transferred into inventories is in line with the open market values for those vehicles, after taking account of costs required to sell the vehicles. The Group is required to review its depreciation rates and estimated useful lives at least annually, to ensure that the net book value of disposals of tangible assets are broadly equivalent to their market value. Depreciation charges reflect adjustments made as a result of differences between expected and actual residual values of used vehicles, taking into account the further directly attributable costs to sell the vehicles. The Group applies judgement in determining the appropriate method of depreciation (straight line) and are required to estimate the future residual value of vehicles with due consideration of market conditions for sales including age, mileage and condition. --- Strategic report Corporate governance Financial statements Other information ZIGUP plc | Annual Report and Accounts 2026 139 ## Notes to the consolidated financial statements continued ### 3 Critical accounting judgements and key sources of estimation uncertainty continued #### Depreciation – vehicles for hire continued A 5% increase or decrease in the price of vehicles sold in the year would have had a £9.6m impact (2025: a £10.0m impact) on the adjustment to depreciation charge for vehicles sold in the year. The impact of changes made to depreciation rates after their initial assessment is outlined in the Financial review on page 38. #### Contract assets – claims due from insurance companies and self-insuring organisations A key source of estimation uncertainty affecting the Group's financial statements relates to the expected variable consideration adjustments arising on settlement of insurance claims. Claims due from insurance companies and self-insuring organisations are stated at the expected net claim value, which is stated after allowance for an estimation of expected adjustments arising on settlement of such claims. Where necessary, the estimation of the expected adjustment arising on settlement of claims is revised, at each balance sheet date, to reflect the Group's most recent estimation of variable consideration amounts ultimately recoverable, which is constrained to exclude any revenue at significant risk of reversal. The Group's estimation of the expected adjustment arising on settlement of claims is calculated with reference to judgements made on a number of factors, including the Group's historical experience of collection levels, its anticipated collection profiles and analysis of the current profile of the portfolio of cases. Settlement risk arises on claims due from insurance companies and self-insuring organisations due to their magnitude and the nature of the claims settlement process. The Group recovers its charges for vehicle hire and the cost of repair of customers' vehicles from the insurer of the at-fault party to the associated accident or, in a minority of claims, from the at-fault party direct where they are a self-insuring organisation. However, by their very nature, claims due from motor insurance companies can be subject to dispute which may result in subsequent adjustment to the Group's original estimate of the amount recoverable. An adjustment of £1.1m was made in the 12 months to 30 April 2026 for claims that were settled at a higher net amount than the carrying value at 30 April 2025 (2025: £2.9m for claims that were settled at a higher net amount than the carrying value at 30 April 2024). The carrying value of contract assets for claims from insurance companies at 30 April 2026 was £166,780,000 (2025: £166,091,000). The area of estimation which is subject to the highest level of uncertainty are the assumptions made for the recovery rates of non-protocol claims. A 7% change in recovery rates of non-protocol claims would result in a £10m change to the carrying value of assets. The Group manages this risk by ensuring that vehicles are only supplied and remain on hire and repairs to customers' vehicles are carried out after a validation process that ensures to the Group's satisfaction that liability for the accident rests with another party. In the normal course of its business the Group uses three principal methods to conclude claims: through the use of protocol agreements, by negotiation with the insurer of the at-fault party where the claim is not covered by a protocol agreement and where a claim fails to settle because negotiations have been fruitless, by litigation. The vast majority of these claims settle before or on the threat of litigation, but where they do not, formal proceedings are issued. In view of the tripartite relationship between the Group, its customer and the at-fault party's insurer and the nature of the claims process, claims due from insurance companies and self-insuring organisations do not carry a contractual 'due date', nor does the expected adjustment arising on settlement represent an impairment for credit losses. The circumstances of the insurance companies with which the Group deals are currently such that no provision for credit risk is considered necessary and so the disclosures required by IFRS 7 on provision for credit loss are not provided. Management do not consider any expected credit loss to be material to the accounts. Instead, the Group reviews claims due from insurance companies and self-insuring organisations according to the age of the claim based upon the date that the claim was presented to the relevant insurer. The Group's strategy is that claims due should be collected by normal in-house processes including collections made under protocol arrangements with insurers and only then transferred to the Group solicitor process or other external solicitors as appropriate in specific circumstances pertaining to a case. Management do not consider any expected credit loss to be material to the accounts. #### Impairment losses relating to businesses which Group is exiting Impairment losses have been recognised during the year in relation to the loss making NewLaw and ChargedEV businesses where the Group is in the process of exiting those businesses. Impairment assessments were completed in relation to the assets of these businesses with impairment losses (as detailed in Note 27) subsequently being recognised in the year. As per the Group's policy those impairment reviews require these businesses' assets to be written down to their recoverable amount. A level of estimation has been required in support of the calculation of the assets' recoverable amounts. ### 4 Segmental reporting Management have determined the operating segments based upon the information provided to the Board of Directors which is considered to be the chief operating decision maker. The Group identifies three reportable segments, namely UK&I Rental, Spain Rental and Claims & Services. The Group is managed and reports internally on a basis consistent with its three main operating divisions and is satisfied that the IFRS 8 aggregation criteria have been met. The principal activities of these divisions are set out in the Strategic Report. Intersegment transactions are carried out on an arm's length basis and eliminated prior to consolidating Group financial statements. Following the Group's announcement to simplify the UK&I businesses, in FY2027 the Group will report under the new segments of Northgate Mobility, FMG and Spain at which point FY2026 comparatives will be restated. --- Strategic report Corporate governance Financial statements Other information ZIGUP plc | Annual Report and Accounts 2026 140 # Notes to the consolidated financial statements continued # 4 Segmental reporting continued | | UKDI Rental 2026 £000 | Spain Rental 2026 £000 | Claims & Services 2026 £000 | Corporate 2026 £000 | Eliminations 2026 £000 | Total 2026 £000 | | --- | --- | --- | --- | --- | --- | --- | | Revenue: hire of vehicles | 401,240 | 348,647 | – | – | – | 749,887 | | Revenue: sale of vehicles | 129,218 | 84,781 | 8,610 | – | – | 222,609 | | Revenue: claims and services | – | – | 886,438 | – | – | 886,438 | | **External revenue** | **530,458** | **433,428** | **895,048** | **–** | **–** | **1,858,934** | | Intersegment revenue | 11,425 | – | 40,126 | – | (51,551) | – | | **Total revenue** | **541,883** | **433,428** | **935,174** | **–** | **(51,551)** | **1,858,934** | | Underlying cost of sales^{1} | (401,444) | (306,418) | (767,577) | – | 51,551 | (1,423,888) | | Underlying administrative expenses (see page 42) | (63,487) | (35,362) | (127,232) | (10,374) | – | (236,455) | | Other income | 1,276 | – | – | – | – | 1,276 | | **Underlying operating profit (loss)** | **78,228** | **91,648** | **40,365** | **(10,374)** | **–** | **199,867** | | Share of net profit of associates accounted for using the equity method | – | – | 620 | – | – | 620 | | **Underlying EBIT^{2}** | **78,228** | **91,648** | **40,985** | **(10,374)** | **–** | **200,487** | | Exceptional items (Note 27) | | | | | | (26,846) | | Amortisation of acquired intangible assets (Note 12) | | | | | | (17,319) | | Depreciation adjustment (Note 27) | | | | | | (13,947) | | **EBIT** | | | | | | **142,375** | | Finance income | | | | | | 1,027 | | Finance costs | | | | | | (41,406) | | **Profit before taxation** | | | | | | **101,996** | | **Other information** | | | | | | | | Timing of revenue recognition: | | | | | | | | At a point in time | 129,218 | 84,781 | 476,827 | – | – | 690,826 | | Over time | 401,240 | 348,647 | 418,221 | – | – | 1,168,108 | | **External revenue** | **530,458** | **433,428** | **895,048** | **–** | **–** | **1,858,934** | | Capital expenditure | 337,272 | 319,320 | 102,619 | – | – | 759,211 | | Depreciation | 132,705 | 131,692 | 51,406 | – | – | 315,803 | | Amortisation | 921 | 1,188 | 16,723 | – | – | 18,832 | | Reportable segment assets | 999,850 | 932,585 | 590,637 | – | – | 2,523,072 | | Derivative financial instrument assets | | | | | | 39 | | Income and deferred tax assets | | | | | | 12,556 | | **Total assets** | | | | | | **2,535,667** | | Reportable segment liabilities | 459,847 | 634,744 | 290,844 | – | – | 1,385,435 | | Derivative financial instrument liabilities | | | | | | 6 | | Income and deferred tax liabilities | | | | | | 59,539 | | **Total liabilities** | | | | | | **1,444,980** | 1 Underlying cost of sales is gross of cost of vehicle sales of £222.6m and excludes depreciation adjustment of £13.9m not included in underlying results. 2 Underlying EBIT stated before adjustments to depreciation rates, amortisation of acquired intangible assets and exceptional items is the measure used by the Board of Directors to assess segment performance (see GAAP reconciliation on page 42 to 44). --- Strategic report Corporate governance Financial statements Other information ZIGUP plc | Annual Report and Accounts 2026 141 # Notes to the consolidated financial statements continued # 4 Segmental reporting continued | | UKGI Rental 2025 £000 | Spain Rental 2025 £000 | Claims & Services 2025 £000 | Corporate 2025 £000 | Eliminations 2025 £000 | Total 2025 £000 | | --- | --- | --- | --- | --- | --- | --- | | Revenue: hire of vehicles | 382,790 | 300,098 | – | – | – | 682,888 | | Revenue: sale of vehicles | 180,473 | 75,621 | 1,506 | – | – | 257,600 | | Revenue: claims and services | – | – | 872,156 | – | – | 872,156 | | **External revenue** | **563,263** | **375,719** | **873,662** | **–** | **–** | **1,812,644** | | Intersegment revenue | 9,293 | – | 59,351 | – | (68,644) | – | | **Total revenue** | **572,556** | **375,719** | **933,013** | **–** | **(68,644)** | **1,812,644** | | Underlying cost of sales^{1} | (420,595) | (263,543) | (772,770) | – | 68,644 | (1,388,264) | | Underlying administrative expenses (see page 42) | (61,578) | (30,396) | (122,105) | (8,516) | – | (222,595) | | **Underlying operating profit (loss)** | **90,383** | **81,780** | **38,138** | **(8,516)** | **–** | **201,785** | | Share of net profit of associates accounted for using the equity method | – | – | 170 | – | – | 170 | | **Underlying EBIT^{2}** | **90,383** | **81,780** | **38,308** | **(8,516)** | **–** | **201,955** | | Exceptional items (Note 27) | | | | | | (20,623) | | Amortisation of acquired intangible assets (Note 12) | | | | | | (18,319) | | Depreciation adjustment (Note 27) | | | | | | (26,481) | | **EBIT** | | | | | | **136,532** | | Finance income | | | | | | 1,495 | | Finance costs | | | | | | (36,559) | | **Profit before taxation** | | | | | | **101,468** | | **Other information** | | | | | | | | Timing of revenue recognition: | | | | | | | | At a point in time | 180,473 | 75,621 | 473,536 | – | – | 729,630 | | Over time | 382,790 | 300,098 | 400,126 | – | – | 1,083,014 | | **External revenue** | **563,263** | **375,719** | **873,662** | **–** | **–** | **1,812,644** | | Capital expenditure | 339,771 | 319,525 | 63,495 | – | – | 722,791 | | Depreciation | 120,990 | 112,351 | 54,216 | – | – | 287,557 | | Amortisation | 975 | 1,122 | 17,716 | – | – | 19,812 | | Reportable segment assets | 898,715 | 815,474 | 615,903 | – | – | 2,330,092 | | Income and deferred tax assets | | | | | | 5,297 | | **Total assets** | | | | | | **2,335,389** | | Reportable segment liabilities | 372,833 | 560,567 | 292,544 | – | – | 1,225,944 | | Income tax liabilities | | | | | | 46,288 | | **Total liabilities** | | | | | | **1,272,232** | 1 Underlying cost of sales is gross of cost of vehicle sales of £257.6m and excludes depreciation adjustment of £26.5m not included in underlying results. 2 Underlying EBIT stated before adjustments to depreciation rates, amortisation of acquired intangible assets and exceptional items is the measure used by the Board of Directors to assess segment performance (see GAAP reconciliation on page 42 to 44). Segment assets and liabilities exclude derivatives, current and deferred tax assets and liabilities, since these balances are not included in the segments' assets and liabilities as reviewed by the chief operating decision maker. --- Strategic report Corporate governance Financial statements Other information ZIGUP plc | Annual Report and Accounts 2026 142 ## Notes to the consolidated financial statements continued ### 4 Segmental reporting continued #### Geographical information Revenues are attributed to countries on the basis of the Group's location. | | Revenue 2026 £000 | Non-current assets^{1} 2026 £000 | Revenue 2025 £000 | Non-current assets^{1} 2025 £000 | | --- | --- | --- | --- | --- | | United Kingdom and Ireland | 1,425,506 | 1,218,471 | 1,436,925 | 1,107,655 | | Spain | 433,428 | 902,479 | 375,719 | 782,043 | | | **1,858,934** | **2,120,950** | **1,812,644** | **1,889,698** | 1 Non-current assets excludes deferred tax assets of £nil (2025: £1,095,000), which are not attributable to segmental analysis. | | United Kingdom and Ireland 2026 £000 | Spain 2026 £000 | Total 2026 £000 | | --- | --- | --- | --- | | Revenue from contracts with customers | 1,024,266 | 84,781 | 1,109,047 | | Revenue from other sources | 401,240 | 348,647 | 749,887 | | | **1,425,506** | **433,428** | **1,858,934** | | | United Kingdom and Ireland 2025 £000 | Spain 2025 £000 | Total 2025 £000 | | --- | --- | --- | --- | | Revenue from contracts with customers | 1,054,135 | 75,621 | 1,129,756 | | Revenue from other sources | 382,790 | 300,098 | 682,888 | | | **1,436,925** | **375,719** | **1,812,644** | There are no external customers from whom the Group derives more than 10% of total revenue in the current and prior year. --- Strategic report Corporate governance Financial statements Other information ZIGUP plc | Annual Report and Accounts 2026 143 ## Notes to the consolidated financial statements continued ### 5 Operating profit | | 2026 £000 | 2025 £000 | | --- | --- | --- | | **Operating profit is stated after charging (crediting):** | | | | Depreciation of property, plant and equipment (Note 13) | | | | Owned | 264,040 | 231,677 | | Relating to leases | 51,763 | 55,880 | | Amortisation of intangible assets (Note 12) | 18,832 | 19,812 | | Staff costs (Note 6) | 332,866 | 310,082 | | Cost of inventories recognised as an expense | 339,158 | 371,975 | | Impairment of goodwill (Note 11) | – | 4,012 | | Impairment of property, plant and equipment (Note 13) | 1,961 | 1,043 | | Impairment of interest in associates (Note 14) | – | 4,196 | | Exceptional administrative expenses: impairment of other receivables (Note 27) | 16,737 | 3,598 | | Exceptional administrative expenses: adjustments to provisions (Note 27) | 2,468 | 977 | | Exceptional administrative expenses: other operating costs (Note 27) | 1,359 | 3,791 | | Net impairment of trade receivables (Note 29) | 9,589 | 11,423 | | Auditor's remuneration for audit services | 1,052 | 1,094 | | Auditor's remuneration for audit-related assurance services | 71 | 71 | | Auditor's remuneration for non-audit services | 14 | 9 | | Other income | (1,276) | – | | | 2026 £000 | 2025 £000 | | Fees payable to the Company's auditors for the audit of the Company's annual financial statements | 457 | 457 | | Fees payable to the Company's auditors and its associates for the audit of the Company's subsidiaries pursuant to legislation | 595 | 637 | | **Total audit fees** | **1,052** | **1,094** | Fees payable to PwC and its associates for non-audit services to the Company are not required to be disclosed because the consolidated financial statements disclose such fees on a consolidated basis. Other income includes gains on disposal of property, plant and equipment of £1,276,000 (2025: £nil). A description of the work of the Audit Committee is set out on pages 88 to 93 and includes an explanation of how auditor objectivity and independence are safeguarded when non-audit services are provided by the auditor. --- Strategic report Corporate governance Financial statements Other information ZIGUP plc | Annual Report and Accounts 2026 144 ## Notes to the consolidated financial statements continued ### 6 Staff costs | | 2026 Number | 2025 Number | | --- | --- | --- | | The average monthly number of persons employed by the Group: | | | | **By geography:** | | | | United Kingdom and Ireland | 6,348 | 6,508 | | Spain | 1,467 | 1,399 | | | **7,815** | **7,907** | | **By function:** | | | | Direct operations | 5,735 | 5,781 | | Administration | 2,080 | 2,126 | | | **7,815** | **7,907** | | | | | | | 2026 £000 | 2025 £000 | | The aggregate remuneration of Group employees comprised: | | | | Wages and salaries | 271,959 | 264,307 | | Social security costs | 43,346 | 32,903 | | Other pension costs | 11,572 | 9,181 | | Share based payments | 5,989 | 3,691 | | | **332,866** | **310,082** | Details of Directors' remuneration, pension contributions and share options are provided in the Remuneration report on page 101. ### 7 Finance costs | | 2026 £000 | 2025 £000 | | --- | --- | --- | | Interest on bank overdrafts, loans and asset financing facility | 30,599 | 27,278 | | Amortisation of arrangement fees | 1,480 | 1,879 | | Interest arising on lease obligations | 7,006 | 6,311 | | Preference share dividends | 25 | 25 | | Unwinding of discount on provisions (Note 18) | 333 | 319 | | Other interest | 1,963 | 747 | | **Finance costs** | **41,406** | **36,559** | --- Strategic report Corporate governance Financial statements Other information ZIGUP plc | Annual Report and Accounts 2026 145 ## Notes to the consolidated financial statements continued ### 8 Taxation | | 2026 £000 | 2025 £000 | | --- | --- | --- | | **Current tax:** | | | | UK corporation tax | 6,433 | 17,699 | | UK adjustment in respect of prior years | 643 | (293) | | Pillar II | 3,004 | 2,549 | | Foreign corporation tax | 5,318 | 6,125 | | Foreign tax adjustment in respect of prior years | 2,756 | – | | | **18,154** | **26,080** | | **Deferred tax:** | | | | Origination and reversal of timing differences | 6,038 | (3,450) | | Adjustment in respect of prior years | 1,645 | (1,007) | | | **7,683** | **(4,457)** | | **Total tax charge** | **25,837** | **21,623** | UK Corporation Tax is calculated at 25% (2025: 25%) of the estimated assessable profit for the year. Taxation for other jurisdictions is calculated at the rates prevailing in those respective jurisdictions. The net charge for the year can be reconciled to the profit before taxation as stated in the consolidated income statement as follows: | | 2026 £000 | 2025 % | 2025 £000 | 2025 % | | --- | --- | --- | --- | --- | | **Profit before taxation** | **101,996** | | **101,468** | | | Tax at the UK Corporation Tax rate of 25% (2025: 25%) | 25,499 | 25.0 | 25,367 | 25.0 | | Tax effect of expenses that are not deductible in determining taxable profit | 2,163 | 2.1 | 4,780 | 3.9 | | Tax effect of income not taxable in determining taxable profit | (4,028) | (3.9) | (4,236) | (4.2) | | Pillar II | 3,004 | 2.9 | 2,549 | 2.5 | | Difference in tax rates in overseas subsidiary undertakings | (2,362) | (2.3) | (2,183) | (2.2) | | Overseas available reliefs | (3,483) | (3.4) | (3,308) | (2.4) | | Adjustment in respect of prior years | 5,044 | 4.9 | (1,346) | (1.3) | | **Tax charge and effective tax rate for the year** | **25,837** | **25.3** | **21,623** | **21.3** | In addition to the amount charged to the consolidated income statement, a net deferred tax amount of £154,000 has been charged directly to equity (including net of £8,000 of other temporary differences included in other comprehensive income). 2025: £888,000 credited directly to equity (including net of £26,000 of other temporary differences included in other comprehensive income). There are no deferred tax assets which are not recognised in the balance sheet in the current or prior year. The tax disclosures reflect deferred tax measured at 25% in the UK (2025: 25%) and 25% in Spain (2025: 25%). The Group is within the scope of the OECD Pillar II model rules which are designed to ensure that large multinational groups incur a 15% minimum effective tax rate in each jurisdiction in which they operate. Under the legislation, the Group is liable to pay a top-up tax for the difference between its effective tax rate per jurisdiction and the 15% minimum rate resulting in an additional charge recognised of £3,004,000 (2025: £2,549,000) which results in a 2.9% increase in the Group's statutory effective tax rate. The Group has applied the exemption under IAS12 for not recognising and disclosing information about deferred tax assets and liabilities related to Pillar II. --- Strategic report Corporate governance Financial statements Other information ZIGUP plc | Annual Report and Accounts 2026 146 ## Notes to the consolidated financial statements continued ### 9 Dividends An interim dividend of 8.8p per ordinary share was paid in January 2026 (2025: 8.8p). The Directors propose a final dividend for the year ended 30 April 2026 of 18.2p per ordinary share (2025: 17.6p), which is subject to approval at the AGM and has not been included as a liability as at 30 April 2026. Based upon the shares in issue at 30 April 2026 and excluding treasury shares and shares in employee trusts where dividends are waived, this equates to a final dividend payment of £41m (2025: £40m). No dividends have been paid between 30 April 2026 and the date of signing the financial statements. ### 10 Earnings per share | | 2026 £000 | 2025 £000 | | --- | --- | --- | | **Basic and diluted earnings per share** | | | | The calculation of basic and diluted earnings per share is based on the following data: | | | | **Earnings** | | | | Earnings for the purposes of basic and diluted earnings per share, being profit for the year attributable to the owners of the Company | 76,159 | 79,845 | | **Number of shares** | | | | Weighted average number of ordinary shares for the purposes of basic earnings per share | 225,881,329 | 224,263,336 | | Effect of dilutive potential ordinary shares – share options | 5,317,057 | 4,294,495 | | Weighted average number of ordinary shares for the purposes of diluted earnings per share | 231,198,386 | 228,557,831 | | Basic earnings per share | 33.7p | 35.6p | | Diluted earnings per share | 32.9p | 34.9p | The calculated weighted average number of ordinary shares for the purpose of basic earnings per share includes a reduction of 7,568,042 shares (2025: 20,179,932 shares) relating to treasury shares and a reduction of 2,669,448 shares (2025: 1,648,155) for shares held in employee trusts. ### 11 Goodwill | | £000 | | --- | --- | | At 1 May 2024 | 115,918 | | Impairment of goodwill (Note 27) | (4,012) | | **At 30 April 2025, 1 May 2025 and 30 April 2026** | **111,906** | Goodwill acquired in a business combination is allocated, at acquisition, to the cash generating units (CGUs) that are expected to benefit from the business combination. The Group tests goodwill annually for impairment, or more frequently if there are indications that goodwill might be impaired. The allocation of goodwill by CGU as follows: | | 2026 £000 | 2025 £000 | | --- | --- | --- | | Auxillis | 74,827 | 74,827 | | FMG | 31,078 | 31,078 | | Blakedale | 3,956 | 3,956 | | FridgeXpress | 2,045 | 2,045 | | | **111,906** | **111,906** | --- Strategic report Corporate governance Financial statements Other information ZIGUP plc | Annual Report and Accounts 2026 147 ## Notes to the consolidated financial statements continued ### 11 Goodwill continued The recoverable amounts of the CGUs are determined from value-in-use calculations. The key assumptions for the value in use calculations are those regarding the discount rates, growth rates and expected changes to selling prices and direct costs during the year. The Group estimates discount rates using pre-tax rates that reflect current market assessments of the time-value of money and the risks specific to the CGUs. The growth rates are aligned to UK GDP growth rate forecasts. Changes in selling prices and direct costs are based on past practices and expectations of future changes in the market. The current year impairment assessment was based on risk-adjusted cash flow forecasts derived from a business plan, approved by the Directors in April 2026. The approved business plan includes the three-year strategic plan of the Group and a forecast for a further two years. It was concluded that there were no indicators of additional impairment or reversal of impairment of other non-current assets previously charged. The business plan and growth rate applied to terminal values include management's assessment of the impacts of climate-related issues which could reasonably be assumed to impact the future cash generation of each CGU, such as the transition of fleet away from ICE vehicles. This has not materially impacted the business plan and growth rate applied to terminal values used within the value-in-use assessment. The value-in-use assessment is sensitive to changes in the key assumptions used, most notably the discount rate and growth rates as follows: | | Goodwill 2026 £000 | Pre-tax discount rate % | Growth rate applied to terminal values % | Impact of 1% increase in discount rate on recoverable amount £m | Impact of 1% reduction in growth rate applied to terminal values on recoverable amount £m | | --- | --- | --- | --- | --- | --- | | Auxillis | 74,827 | 9.6% | 2.0% | (134.7) | (94.1) | | FMG | 31,078 | 9.6% | 2.0% | (22.5) | (15.9) | | Blakedale | 3,956 | 9.1% | 2.0% | (13.5) | (9.8) | | FridgeXpress | 2,045 | 9.1% | 2.0% | (10.2) | (7.5) | | | **111,906** | | | | | The above sensitivity analysis, with no further reasonable changes in assumptions, would not result in an impairment charge to the carrying value of goodwill in any of the recognised CGUs. In the prior year, impairment assessment was based on risk-adjusted cash flow forecasts derived from a business plan approved by the Directors in April 2025 using a pre-tax discount rate of 10.4% for the Auxillis and FMG CGUs and a pre-tax discount rate of 9.9% for the Blakedale and FridgeXpress CGUs; and a pre-tax growth rate of 2.0% for all CGUs. It was concluded that there were no indicators of additional impairment or reversal of impairment of other non-current assets previously charged. --- Strategic report Corporate governance Financial statements Other information ZIGUP plc | Annual Report and Accounts 2026 148 # Notes to the consolidated financial statements continued # 12 Other intangible assets | | Customer relationships £000 | Other software £000 | Brand names £000 | Total £000 | | --- | --- | --- | --- | --- | | **Cost:** | | | | | | At 1 May 2024 | 176,250 | 28,358 | 13,900 | 218,508 | | Additions | – | 3,098 | – | 3,098 | | Disposals | – | (1) | – | (1) | | Exchange differences | – | (3) | – | (3) | | At 30 April 2025 and 1 May 2025 | 176,250 | 31,452 | 13,900 | 221,602 | | Additions | – | 1,696 | – | 1,696 | | Exchange differences | – | 163 | – | 163 | | **At 30 April 2026** | **176,250** | **33,311** | **13,900** | **223,461** | | **Accumulated amortisation:** | | | | | | At 1 May 2024 | 79,907 | 22,812 | 4,735 | 107,454 | | Charge for the year | 16,187 | 2,625 | 1,000 | 19,812 | | Disposals | – | (1) | – | (1) | | Exchange differences | – | 1 | – | 1 | | At 30 April 2025 and 1 May 2025 | 96,094 | 25,437 | 5,735 | 127,266 | | Charge for the year | 16,183 | 1,654 | 995 | 18,832 | | Exchange differences | – | 109 | – | 109 | | **At 30 April 2026** | **112,277** | **27,200** | **6,730** | **146,207** | | **Carrying amount:** | | | | | | **At 30 April 2026** | **63,973** | **6,111** | **7,170** | **77,254** | | At 30 April 2025 | 80,156 | 6,015 | 8,165 | 94,336 | | **Weighted average remaining amortisation period (years) at 30 April 2026** | **4** | **2** | **8** | | | Weighted average remaining amortisation period (years) at 30 April 2025 | 5 | 3 | 9 | | | | | | **2026 £000** | **2025 £000** | | Intangible amortisation is included in the consolidated income statement as follows: | | | | | | Administrative expenses: included within underlying EBIT | | | **1,513** | 1,493 | | Administrative expenses: excluded from underlying EBIT* | | | **17,319** | 18,319 | | | | | **18,832** | 19,812 | * Amortisation of intangible assets excluded from underlying EBIT relates to intangible assets recognised on business combinations. Amortisation of acquired intangible assets is not classed as an exceptional item as it is recurring in nature. However, it is excluded from underlying results as it is considered non-operational and would otherwise not present a clear understanding of underlying performance as growth of the business is achieved organically and inorganically. The revenue and costs attached to those acquisitions are included within underlying results. --- Strategic report Corporate governance Financial statements Other information ZIGUP plc | Annual Report and Accounts 2026 149 # Notes to the consolidated financial statements continued # 13 Property, plant and equipment | | Vehicles for hire £000 | Land and buildings £000 | Plant, equipment and fittings £000 | Motor vehicles £000 | Total £000 | | --- | --- | --- | --- | --- | --- | | **Cost:** | | | | | | | At 1 May 2024 | 1,857,013 | 246,713 | 68,844 | 7,757 | 2,180,327 | | Additions | 697,595 | 7,269 | 10,749 | 4,079 | 719,692 | | Transfer to inventories | (475,287) | – | – | – | (475,287) | | Disposals | – | (7,339) | (826) | (1,513) | (9,678) | | Exchange differences | (838) | (262) | (52) | – | (1,152) | | At 30 April 2025 and 1 May 2025 | 2,078,483 | 246,381 | 78,715 | 10,323 | 2,413,902 | | Additions | 723,571 | 22,925 | 8,664 | 2,355 | 757,515 | | Right-of-use leased assets remeasurements | – | (464) | – | – | (464) | | Transfer to inventories | (446,135) | – | – | – | (446,135) | | Disposals | – | (23,860) | (1,913) | (1,420) | (27,193) | | Exchange differences | 18,169 | 1,286 | 622 | – | 20,077 | | **At 30 April 2026** | **2,374,088** | **246,268** | **86,088** | **11,258** | **2,717,702** | | **Accumulated depreciation:** | | | | | | | At 1 May 2024 | 556,333 | 94,073 | 43,882 | 2,695 | 696,983 | | Charge for the year | 258,687 | 18,766 | 7,321 | 2,783 | 287,557 | | Impairment charge (Note 27) | – | 956 | 87 | – | 1,043 | | Transfer to inventories | (247,142) | – | – | – | (247,142) | | Disposals | – | (5,662) | (327) | (1,220) | (7,209) | | Exchange differences | (673) | (71) | (42) | – | (786) | | At 30 April 2025 and 1 May 2025 | 567,205 | 108,062 | 50,921 | 4,258 | 730,446 | | Charge for the year | 286,061 | 18,398 | 8,018 | 3,326 | 315,803 | | Impairment charge (Note 27) | – | 1,051 | 910 | – | 1,961 | | Transfer to inventories | (247,383) | – | – | – | (247,383) | | Disposals | – | (18,430) | (1,606) | (1,035) | (21,071) | | Exchange differences | 5,198 | 526 | 432 | – | 6,156 | | **At 30 April 2026** | **611,081** | **109,607** | **58,675** | **6,549** | **785,912** | | **Carrying amount:** | | | | | | | **At 30 April 2026** | **1,763,007** | **136,661** | **27,413** | **4,709** | **1,931,790** | | At 30 April 2025 | 1,511,278 | 138,319 | 27,794 | 6,065 | 1,683,456 | At 30 April 2026, the Group had entered into total contractual commitments amounting to £59,272,000 (2025: £68,094,000). --- Strategic report Corporate governance Financial statements Other information ZIGUP plc | Annual Report and Accounts 2026 171 ## Notes to the consolidated financial statements continued ### 29 Financial instruments continued #### Fair value of financial instruments The Group is required to analyse financial instruments that are measured subsequent to initial recognition at fair value, grouped into Levels 1 to 3 based on the degree to which fair value is observable: - Level 1 fair value measurements are those derived from quoted prices (unadjusted) in active markets for identical assets or liabilities - Level 2 fair value measurements are those derived from inputs other than quoted prices included within Level 1 that are observable for the asset or liability either directly (i.e. prices) or indirectly (i.e. derived from prices) - Level 3 fair value measurements are those derived from valuation techniques that include inputs for the asset or liability that are not based on observable market data (unobservable inputs) All the financial instruments below are categorised as Level 2. The fair values of financial assets and financial liabilities are determined as follows: - Derivative financial instruments are measured at the present value of future cash flows estimated and discounted based on applicable yield curves derived from quoted interest rates - The fair values of other non-derivative financial assets and financial liabilities are determined in accordance with generally accepted pricing models based on discounted cash flow analysis The carrying amounts of financial assets and financial liabilities are recorded at amortised cost, except for derivatives which are held at fair value. For the majority of borrowings, the fair values are not materially different from their carrying amounts, since either the interest rate payable on those borrowings is close to current market rates or the borrowings are of a short-term nature. The only borrowings which have been assessed as having a material difference are loan notes which have carrying value of £489,432,000 (Note 19) and an estimated fair value of £459,684,000. The fair value has been calculated based on discounted cash flows using a comparable current borrowing rate. They are classed as level three fair-value measurements due to the use of unobservable inputs, including credit risk. #### Credit risk management Credit risk refers to the risk that a counterparty will default on its contractual obligations resulting in financial loss to the Group. Cash and bank balances of £23,479,000 (2025: £33,738,000) include £22,029,000 (2025: £33,522,000) held under a pooled overdraft arrangement with the same banking institution which has a right of set-off but where the balances are not set off. Bank overdrafts of £22,972,000 (2025: £37,608,000) were available to offset against bank balances under this agreement, therefore the residual credit risk exposure was £507,000 (2025: £Nil). Credit risk is managed by only holding material deposits with banks and other institutions meeting required standards as assessed normally by reference to major credit agencies. Group credit exposure for material deposits is limited to banks individually which maintain an A rating. The Group's credit risk is primarily attributable to its trade receivables. The trade receivables amounts presented in the balance sheet are net of allowances for doubtful receivables. An allowance for impairment is made using the simplified model applicable to trade receivables as per IFRS 9. | | 2026 £000 | 2025 £000 | | --- | --- | --- | | **Trade receivables** | | | | Trade receivables (maximum exposure to credit risk) | 128,386 | 147,598 | | Allowance for doubtful receivables | (24,087) | (28,429) | | | **104,299** | **119,169** | | **Ageing of trade receivables not impaired** | | | | Not overdue | 77,290 | 87,521 | | Past due not more than two months | 14,356 | 14,594 | | Past due more than two months but not more than four months | 3,676 | 5,734 | | Past due more than four months but not more than six months | 8,977 | 11,320 | | **Total** | **104,299** | **119,169** | Before accepting any new customers, the Group will perform credit analysis to assess the credit risk on an individual basis. This enables the Group only to deal with creditworthy customers, therefore reducing the risk of financial loss from defaults. Of the trade receivables balance at the end of the year, £3,997,000 (2025: £4,205,000) is due from the Group's largest customer. There are no customers which represent more than 5% of the total balance of trade receivables. --- Strategic report Corporate governance Financial statements Other information ZIGUP plc | Annual Report and Accounts 2026 172 ## Notes to the consolidated financial statements continued ### 29 Financial instruments continued #### Credit risk management continued The Group has no significant concentration of credit risk as trade receivables consist of a large number of customers, spread across diverse industries and geographical areas in the UK, Ireland and Spain. | | 2026 £000 | 2025 £000 | | --- | --- | --- | | **Movement in the allowance for doubtful receivables** | | | | At 1 May | 28,429 | 24,219 | | Impairment losses recognised | 14,471 | 15,838 | | Amounts written off as uncollectable | (14,209) | (7,157) | | Impaired losses reversed | (4,882) | (4,415) | | Exchange differences | 278 | (56) | | At 30 April | 24,087 | 28,429 | Net impairment of trade receivables for the year ended 30 April 2026 totalled £9,589,000. This comprises of £6,307,000 (2025: £8,417,000) in underlying results and £3,282,000 (2025: £3,006,000) recognised as an exceptional item in the year (Note 27). In determining the recoverability of a trade receivable, the Group considers any change in the credit quality of the trade receivable from the date credit was initially granted up to the reporting date. The concentration of credit risk is limited due to the customer base being large and mainly unrelated. Accordingly, the Directors believe that there is no further credit provision required in excess of the allowance for doubtful receivables. Included in the allowance for doubtful receivables are trade receivables with customers which have been placed under liquidation of £175,000 (2025: £204,000). | | 2026 £000 | 2025 £000 | | --- | --- | --- | | **Ageing of impaired trade receivables** | | | | Not overdue | 1,069 | 3,963 | | Past due not more than two months | 1,156 | 1,051 | | Past due more than two months but not more than four months | 3,394 | 3,317 | | Past due more than four months but not more than six months | 942 | 998 | | Past due more than six months | 17,526 | 19,100 | | | 24,087 | 28,429 | The Directors consider that the carrying amount of receivables and contract assets approximates their fair value. --- Strategic report Corporate governance Financial statements Other information ZIGUP plc | Annual Report and Accounts 2026 173 ## Notes to the consolidated financial statements continued ### 30 Related party transactions #### Transactions with subsidiaries Transactions between the Company and its subsidiaries, which are related parties, have been eliminated on consolidation and are not disclosed in this Note. Transactions between ZIGUP plc and its subsidiaries are fully disclosed in the Company's financial statements on page 186. #### Transactions with associates Details of the Group's interests in associates, which are regarded as related parties, are provided in Note 14. The Group made sales and recharges of expenses to these associates amounting to £2,875,000 (2025: £4,983,000) and made purchases of £260,000 (2025: £204,000) from those associates. At the year end, the Group was owed £532,000 (2025: £320,000) by these associates, included in trade receivables. #### Transactions with other related parties There were no transactions with other related parties in the current or prior year. #### Remuneration of key management personnel In the current and prior year, the Directors of the Company are determined to be the key management personnel of the Group. There are other senior managers in the Group who are able to influence the Company in the achievement of its goals. However, in the opinion of the Directors, only the Directors of the Company have significant authority for planning, directing and controlling the activities of the Group. In respect of the compensation of key management personnel, the short term employee benefits, post-employment (pension) benefits, termination benefits and details of share options granted are set out in the Remuneration Report on pages 94 to 109. The fair value charged to the income statement in respect of equity settled share based payment transactions with the Directors is £1,215,000 (2025: £601,000). There are no other long-term benefits accruing to key management personnel, other than as set out in the Remuneration report. --- Strategic report Corporate governance Financial statements Other information ZIGUP plc | Annual Report and Accounts 2026 174 ## Notes to the consolidated financial statements continued ### 31 Investments At 30 April 2026, a full list of subsidiaries of the Group, for all of which the ordinary shares were wholly owned, was as follows: | Name | Company number+ | Registered office | | --- | --- | --- | | Angel Assistance Limited*^ | 03902846 | Northgate Centre, Lingfield Way, Darlington, DL1 4PZ | | Cab Aid Limited*^ | 05013600 | Northgate Centre, Lingfield Way, Darlington, DL1 4PZ | | Car Monster Limited*^ | 03217896 | Northgate Centre, Lingfield Way, Darlington, DL1 4PZ | | Charged Electric Vehicles Limited*^ | 12702971 | Northgate Centre, Lingfield Way, Darlington, DL1 4PZ | | FMG Finance Limited*^ | 09347579 | Broad Lea House, Dyson Wood Way, Bradley, Huddersfield, West Yorkshire, HD2 1GZ | | FMG Group Holdings Limited*^ | 09341508 | Broad Lea House, Dyson Wood Way, Bradley, Huddersfield, West Yorkshire, HD2 1GZ | | FMG Legal LLP*^ | OC378834 | Helmont House, Churchill Way, Cardiff, CF10 2HE | | FMG Repair Services Limited* | 05120241 | Northgate Centre, Lingfield Way, Darlington, DL1 4PZ | | FMG Support (FIM) Ltd*^ | 02658067 | Broad Lea House, Dyson Wood Way, Bradley, Huddersfield, West Yorkshire, HD2 1GZ | | F M G Support (HO) Limited*^ | 03576057 | Broad Lea House, Dyson Wood Way, Bradley, Huddersfield, West Yorkshire, HD2 1GZ | | FMG Support (RRRM) Limited*^ | 02762997 | Broad Lea House, Dyson Wood Way, Bradley, Huddersfield, West Yorkshire, HD2 1GZ | | FMG Support Group Limited*^ | 06489429 | Broad Lea House, Dyson Wood Way, Bradley, Huddersfield, West Yorkshire, HD2 1GZ | | FMG Support Ltd*^ | 03813859 | Broad Lea House, Dyson Wood Way, Bradley, Huddersfield, West Yorkshire, HD2 1GZ | | Goode Durrant Administration Limited*^ | 00059051 | Northgate Centre, Lingfield Way, Darlington, DL1 4PZ | | GRG Public Resources Limited*^ | 02946432 | Broad Lea House, Dyson Wood Way, Bradley, Huddersfield, West Yorkshire, HD2 1GZ | | Helphire EBT Trustee Limited*^ | 03852243 | Northgate Centre, Lingfield Way, Darlington, DL1 4PZ | | Moco Claims and Services Limited*^ | 03120010 | Northgate Centre, Lingfield Way, Darlington, DL1 4PZ | | Moco Group Limited*^ | 09713395 | Northgate Centre, Lingfield Way, Darlington, DL1 4PZ | | NewLaw Legal Limited* | 07200038 | Helmont House, Churchill Way, Cardiff, CF10 2HE | | NewLaw Trustees Limited*^ | 08702402 | Helmont House, Churchill Way, Cardiff, CF10 2HE | | NG Finance Limited* | 00545062 (Ireland) | 6th Floor, South Bank House, Barrow Street, Dublin 4, Ireland | | Northgate (CB) Limited*^ | 07233528 | Northgate Centre, Lingfield Way, Darlington, DL1 4PZ | | Northgate (CB2) Limited*^ | 07983969 | Northgate Centre, Lingfield Way, Darlington, DL1 4PZ | | Northgate (Europe) Limited*^ | 05932194 | Northgate Centre, Lingfield Way, Darlington, DL1 4PZ | | Northgate España Renting Flexible S.A.* | (CIF) A-28659423 (Spain) | Av. de Bruselas 20, 28108 Alcobendas, Madrid, Spain | | Northgate Fleet Services Limited (formerly Auxiliis Services Limited)*> | 02686430 | Northgate Centre, Lingfield Way, Darlington, DL1 4PZ | | Northgate Highways Limited (formerly Blakedale Limited)*^ | 03045741 | Northgate Centre, Lingfield Way, Darlington, DL1 4PZ | | Northgate Insurance Services Limited (formerly Auxiliis Limited)*^> | 02948256 | Northgate Centre, Lingfield Way, Darlington, DL1 4PZ | | Northgate Mobility Limited (formerly HAS Accident Management Solutions Limited)*^ | 03198299 | Northgate Centre, Lingfield Way, Darlington, DL1 4PZ | | Northgate Temperature Controlled Limited (formerly Fridgexpress (UK) Limited)*^ | 06554050 | Northgate Centre, Lingfield Way, Darlington, DL1 4PZ | | Northgate Vehicle Hire (Ireland) Limited* | 00333586 (Ireland) | 6th Floor, South Bank House, Barrow Street, Dublin 4, Ireland | | Northgate Vehicle Hire Limited | 01434157 | Northgate Centre, Lingfield Way, Darlington, DL1 4PZ | | Northgate Vehicle Sales Limited*^ | 02337128 | Northgate Centre, Lingfield Way, Darlington, DL1 4PZ | | Principia Law Limited* | 08305964 | Greystone House, Rudheath Way, Northwich, CW9 7LL | | Recovery Management Services Limited*^ | 02948091 | Broad Lea House, Dyson Wood Way, Bradley, Huddersfield, West Yorkshire, HD2 1GZ | | Total Accident Management Limited*^ | 03156157 | Northgate Centre, Lingfield Way, Darlington, DL1 4PZ | | ZIGUP Corporate Services Limited (formerly Northgate Holdings Limited)*^ | 12366193 | Northgate Centre, Lingfield Way, Darlington, DL1 4PZ | * Interest held indirectly by the Company. ^ The members of the Company have elected to take the exemption from audit available under S479A of the Companies Act 2006 relating to subsidiary companies for the year ended 30 April 2026. A guarantee has been or will be provided by ZIGUP plc as the ultimate Parent Company. + UK registered unless stated otherwise. > On 1 July 2026 Auxiliis Services Limited changed its name to Northgate Fleet Services Limited and Auxiliis Limited changed its name to Northgate Insurance Services Limited. --- Strategic report Corporate governance Financial statements Other information ZIGUP plc | Annual Report and Accounts 2026 175 ## Company balance sheet | | Note | 2026 £000 | 2025 £000 | | --- | --- | --- | --- | | **Non-current assets** | | | | | Investments | 5 | 458,330 | 454,294 | | Deferred tax assets | 6 | 3,701 | 3,229 | | **Total non-current assets** | | **462,031** | **457,523** | | **Current assets** | | | | | Receivables and contract assets | 7 | 1,256,517 | 1,176,765 | | Derivative financial instrument assets | | 39 | – | | Cash and bank balances | | 20,037 | 27,414 | | **Total current assets** | | **1,276,593** | **1,204,179** | | **Total assets** | | **1,738,624** | **1,661,702** | | **Current liabilities** | | | | | Trade and other payables | 8 | 172,722 | 210,770 | | Derivative financial instrument liabilities | | 6 | – | | Income tax liability | | 2,549 | – | | Borrowings | 9 | 3,008 | 6,603 | | **Total current liabilities** | | **178,285** | **217,373** | | **Net current assets** | | **1,098,308** | **986,806** | | **Non-current liabilities** | | | | | Income tax liability | | 3,004 | 2,549 | | Borrowings | 9 | 759,153 | 634,822 | | **Total non-current liabilities** | | **762,157** | **637,371** | | **Total liabilities** | | **940,442** | **854,744** | | **Net assets** | | **798,182** | **806,958** | | **Equity** | | | | | Share capital | 10 | 118,046 | 123,046 | | Share premium account | 11 | 113,510 | 113,510 | | Treasury shares reserve | 12 | (26,483) | (72,820) | | Other reserves | 13 | 330,054 | 325,030 | | **Retained earnings** | | | | | At 1 May | | 318,192 | 248,523 | | Profit for the financial year | | 34,176 | 124,158 | | Dividends paid | | (59,512) | (59,042) | | Other changes in retained earnings | | (29,801) | 4,553 | | At 30 April | | 263,055 | 318,192 | | **Total equity** | | **798,182** | **806,958** | The financial statements on pages 175 to 186 were approved by the Board of Directors on 7 July 2026 and signed on its behalf by: Chief Financial Officer --- Strategic report Corporate governance Financial statements Other information ZIGUP plc | Annual Report and Accounts 2026 176 ## Company statement of changes in equity | | Share capital and share premium^{1} £000 | Treasury shares reserve^{2} £000 | Other reserves^{3} £000 | Retained earnings £000 | Total £000 | | --- | --- | --- | --- | --- | --- | | Total equity at 1 May 2024 | 236,556 | (67,488) | 325,108 | 248,523 | 742,699 | | Group share options fair value charge | – | – | – | 3,691 | 3,691 | | Purchase of treasury shares | – | (5,332) | – | – | (5,332) | | Dividends paid | – | – | – | (59,042) | (59,042) | | Deferred tax on share based payments recognised in equity | – | – | – | 862 | 862 | | Total comprehensive income | – | – | (78) | 124,158 | 124,080 | | Total equity at 30 April 2025 and 1 May 2025 | 236,556 | (72,820) | 325,030 | 318,192 | 806,958 | | Group share options fair value charge | – | – | – | 5,989 | 5,989 | | Sale of shares to employee share trust | – | 10,693 | – | – | 10,693 | | Shares cancelled in the year^{4} | (5,000) | 35,644 | 5,000 | (35,644) | – | | Dividends paid | – | – | – | (59,512) | (59,512) | | Deferred tax on share based payments recognised in equity | – | – | – | (146) | (146) | | Total comprehensive income | – | – | 24 | 34,176 | 34,200 | | **Total equity at 30 April 2026** | **231,556** | **(26,483)** | **330,054** | **263,055** | **798,182** | 1 Further details can be found within Notes 10 and 11. 2 Further details can be found within Note 12. 3 Other reserves comprise the other reserve, capital redemption reserve, hedging reserve and merger reserve, further details on Other reserves can be found within Note 13. 4 During the year, the Group cancelled 10,000,000 ordinary shares that were being held as treasury shares. Share capital has been reduced by the nominal value of these shares of £5,000,000, and a corresponding amount has been credited to the capital redemption reserve. £35,644,000 has been transferred from treasury shares reserve to retained earnings to account for the price paid for the shares when they were originally credited to treasury shares. This value has been calculated on a weighted average basis. --- Strategic report Corporate governance Financial statements Other information ZIGUP plc | Annual Report and Accounts 2026 177 # Notes to the Company financial statements # 1 General information # Basis of preparation ZIGUP plc is a public company limited by shares incorporated and domiciled in the United Kingdom under the Companies Act 2006. The ZIGUP plc Company balance sheet, Statement of changes in equity and related notes have been prepared in accordance with the Companies Act 2006 as applicable to companies using Financial Reporting Standard 101 Reduced Disclosure Framework, which applies the recognition and measurement bases of IFRS with reduced disclosure requirements. The financial information has been prepared on an historical cost basis except for the revaluation of certain financial instruments. The financial statements have been prepared on a going concern basis. The functional currency of the Company and the presentation currency adopted is Sterling. The following exemptions from the requirements of IFRS have been applied in the preparation of these financial statements, in accordance with FRS 101: - Paragraphs 45(b) and 46 to 52 of IFRS 2, 'Share based payment' (details of the number and weighted-average exercise prices of share options and how the fair value of goods or services received was determined) - IFRS 7, 'Financial Instruments: Disclosures' - Paragraphs 91 to 99 of IFRS 13, 'Fair value measurement' (disclosure of valuation techniques and inputs used for fair-value measurement of assets and liabilities) - Paragraph 38 of IAS 1, 'Presentation of financial statements' comparative information requirements in respect of: i. paragraph 79(a)(iv) of IAS 1, 'Presentation of financial statements' ii. paragraph 73(e) of IAS 16, 'Property, plant, and equipment' iii. paragraph 118(e) of IAS 38, Intangible assets (reconciliations between the carrying amount at the beginning and end of the period) The following paragraphs of IAS 1, 'Presentation of financial statements': i. 10(d), (statement of cash flows) ii. 10(f) (a statement of financial position as at the beginning of the preceding period when an entity applies an accounting policy retrospectively or makes a retrospective restatement of items in its financial statements, or when it reclassifies items in its financial statements) iii. 16 (statement of compliance with all IFRS) iv. 38A (requirement for minimum of two primary statements, including cash flow statements) v. 38B-D (additional comparative information) vi. 40A-D (requirements for a third statement of financial position) vii. 111 (cash flow statement information), and viii. 134-136 (capital management disclosures) - IAS 7, 'Statement of cash flows' - Paragraph 30 and 31 of IAS 8 'Accounting policies, changes in accounting estimates and errors' (requirement for the disclosure of information when an entity has not applied a new IFRS that has been issued but is not yet effective) - Paragraph 17 of IAS 24, 'Related party disclosure' (key management compensation) - The requirements in IAS 24, 'Related party disclosures' to disclose related party transactions entered into between two or more members of a group. All of the Company's intercompany transactions and balances are with wholly-owned subsidiaries of the Group. As permitted by section 408 of the Companies Act 2006, the income statement account of the Company is not presented as part of these financial statements. The profit after tax for the year of the Company amounted to £34,176,000 (2025: £124,158,000). --- Strategic report Corporate governance Financial statements Other information ZIGUP plc | Annual Report and Accounts 2026 178 ## Notes to the Company financial statements continued ### 2 Material accounting policies of the Company A summary of the material accounting policies is set out below. These accounting policies have been applied consistently. #### Currency translation The Company's functional currency is Sterling. Transactions in currencies other than the functional currency are translated at the exchange rate ruling at the date of the transaction. Monetary assets and liabilities, including amounts due from or to subsidiaries, denominated in currencies other than the functional currency (being Sterling) are retranslated at year end exchange rates. Gains and losses on retranslation are included in the net income statement for the year. #### Income recognition Dividends proposed by subsidiaries are recognised as income by the Company when they represent a present obligation of the subsidiaries, in the period in which they are formally approved for payment. Interest income is accrued on a time basis, by reference to the principal outstanding and the effective interest rate applicable, which is the rate that exactly discounts estimated future cash receipts through the expected life of the financial asset to that asset's net carrying amount. #### Dividends payable Dividends proposed are recognised when they represent a present obligation, in the period in which they are formally approved for payment. Accordingly, an interim dividend is recognised when paid and a final dividend is recognised when approved by the Board of Directors. #### Investments in subsidiaries Investments in subsidiaries represent equity holdings in subsidiaries and long-term amounts owed by subsidiaries. Such investments are valued at cost less any impairment provisions. Investments relating to equity holdings in subsidiaries are reviewed for impairment if events or changes in circumstances indicate that the carrying amount may not be recoverable; the recoverable amount of the investment is the higher of fair value less costs of disposal and value in use. Investments relating to long-term amounts owed by subsidiaries are reviewed to assess if a material expected credit loss provision is required in respect of these balances. #### Liquid investments and cash and cash equivalents Liquid investments represent highly liquid current asset investments such as term deposits and managed funds invested in high quality fixed income instruments. They do not meet the IAS 7 definition of cash and cash equivalents, normally because even if readily accessible, the underlying investments have an average maturity profile greater than 90 days from the date first entered into, or because they are held primarily for investment purposes rather than meeting short term cash commitments. Cash and cash equivalents comprise cash on hand, deposits held on call with banks, highly liquid investments that are readily convertible into known amounts of cash, and which are subject to insignificant risk of changes in value and are held for the purpose of meeting short term cash commitments rather than for investment or other purposes. The cash balance is presented net of bank overdrafts which are repayable on demand. Cash and cash equivalents have a maturity period of 90 days or less. #### Borrowings Interest bearing loans and bank overdrafts are initially recorded at the proceeds received, net of direct issue costs. They are subsequently measured at amortised cost using the effective interest method, with interest expense recognised on an effective yield basis. The effective interest method is a method of calculating the amortised cost of a financial liability and of allocating interest expense over the relevant period. The effective interest rate is the rate that exactly discounts estimated future cash payments through the expected life of the financial liability, or, where appropriate, a shorter period. Finance charges, including premiums payable on settlement or redemption and direct issue costs, are accounted for on an accruals basis using the effective interest rate method. #### Trade and other payables Trade and other payables are recognised initially at fair value and subsequently measured at amortised cost using the effective interest method. --- Strategic report Corporate governance Financial statements Other information ZIGUP plc | Annual Report and Accounts 2026 179 ## Notes to the Company financial statements continued ### 2 Material accounting policies of the Company continued #### Hedge accounting The Group may use derivative financial instruments to hedge its exposure to interest and foreign exchange rate risks arising from operational, financing and investment activities. In accordance with its treasury policy, the Group does not hold nor issue derivative financial instruments for trading purposes. Derivative financial instruments are stated at fair value. Any gain or loss on remeasurement to fair value is recognised immediately in the consolidated income statement except where derivatives qualify for hedge accounting, where recognition of the resultant gain or loss depends on the nature of the items being hedged. The fair value of interest rate derivatives is the estimated amount that the Group would receive or pay to terminate the derivative at the balance sheet date, taking into account current interest rates and the current creditworthiness of the derivative counterparties. Changes in the fair value of derivative financial instruments that are designated and effective as hedges of future cash flows are recognised in other comprehensive income and the ineffective portion is recognised in the consolidated income statement. Amounts previously recognised in other comprehensive income and accumulated in equity are reclassified to the income statement in the periods when the hedged item is recognised in the income statement, in the same line of the consolidated income statement as the recognised hedged item. However, when the forecast transaction that is hedged results in the recognition of a non-financial asset or a non-financial liability, the gains and losses previously accumulated in equity are transferred from equity and included in the initial measurement of the cost of the non-financial asset or non-financial liability. Changes in the fair value of derivative financial instruments that do not qualify for hedge accounting are recognised in the consolidated income statement as they arise. Hedge accounting for cash flow hedges is discontinued when the hedging instrument expires or is sold, terminated, exercised or no longer qualifies for hedge accounting. At that time, any cumulative gain or loss on the hedging instrument recognised in equity is retained in equity until the forecasted transaction occurs. If a hedged transaction is no longer expected to occur, the net cumulative gain or loss recognised in equity is transferred to the consolidated income statement as a net profit or loss for the period. Changes in the fair value of derivative financial instruments that are designated, and effective as net investment hedges are recognised directly in equity and the ineffective portion is recognised in the consolidated income statement. Exchange differences arising on the net investment hedges are transferred to the translation reserve. No derivative assets and liabilities are offset. #### Treasury shares The Company makes open market purchases of its own shares in order to fund future investment. When shares recognised as equity are repurchased, the amount of the consideration paid, which includes directly attributable costs, is recognised as a deduction from equity. Repurchased shares are classified as treasury shares and are presented in the treasury share reserve. The acquired shares are initially recognised at historical cost and then at each reporting date, adjustments are made to write down the carrying value of own shares when, in the opinion of the Directors, there is a significant market value reduction. Treasury shares are transferred to the own shares reserve at the weighted average cost of the purchase price paid for the shares. #### Employee share schemes and share based payments The Company issues equity settled awards to certain employees of the Group. Equity settled employee schemes, including employee share options and deferred annual bonuses, provide employees with the option to acquire shares of the Company. Employee share options and deferred annual bonuses are generally subject to performance or service conditions. The fair value of equity settled payments is measured at the date of grant and charged to the income statement over the period during which performance or service conditions are required to be met or immediately where no performance or service criteria exist. The fair value of equity settled payments granted is measured using the Black–Scholes or the Monte Carlo model. At the end of each reporting period, the Company revises its estimate of the number of options that are expected to vest based on the non-market vesting conditions and service conditions. It recognises the impact of the revision to the original estimates, if any, in the income statement, with a corresponding adjustment to equity. The Company also operates a share incentive plan under which employees each have the option to purchase an amount of shares annually and receive an equivalent number of free shares. The Company recognises the free shares as an expense evenly throughout the period over which the employees must remain in employment of the Company in order to receive the free shares. The Company operates a share save scheme under which employees have the option to convert savings to shares at an agreed exercise price. The Company recognises the option value evenly over the savings period. --- Strategic report Corporate governance Financial statements Other information ZIGUP plc | Annual Report and Accounts 2026 180 ## Notes to the Company financial statements continued ### 3 Significant accounting estimates and judgements The Directors do not consider there to be critical accounting judgements or key sources of estimation uncertainty which could have a significant risk of causing a material adjustment to the carrying amounts of the Company's assets and liabilities within the next financial year. We have set out below the most significant judgements and estimates applied in the preparation of the Company's balance sheet. The most significant accounting judgements relate to those made in performing impairment reviews as these are based on forward looking forecasts and future cash flows are discounted using discounts rates and growth rates which are inherently judgemental, to assess the carrying value of the Company's investments in subsidiaries and amounts due from subsidiary undertakings. The most significant accounting estimate is whether a credit loss provision is required in respect of any of the Company's receivable balances. Over 99% of the receivable balances relate to intercompany balances, primarily with intermediary holding Companies which indirectly hold the Company's investments in the operating Companies of the Group. There is not considered to be any significant risk of a relevant overstatement of these carrying values. In assessing this, the Company has considered the cash and operating assets held by the relevant group Companies and the level of earnings generated by the Group's operations. ### 4 Staff costs The average monthly number of employees was 38 (2025: 50), engaged in management and administrative activities. | | 2026 £000 | 2025 £000 | | --- | --- | --- | | Wages and salaries | 7,008 | 7,026 | | Social security costs | 1,368 | 1,006 | | Other pension costs | 470 | 514 | | Share based payments | 1,954 | 418 | | **Staff costs** | **10,800** | **8,964** | The above employee figures include remuneration paid to Directors, details of which are set out in the Remuneration Report. #### Share based payments The Group's and Company's various share incentive plans are explained in the Remuneration report on pages 95 to 98 and in Note 28 of the Notes to the Group financial statements. All options granted under the DABP, EPSP and EAB are nil-cost options. Options granted under the SAYE Scheme have exercise prices ranging from £2.64 to £3.45. During the year, the Group introduced a VCP Value Creation Plan (VCP) for senior employees including Executive Directors and other members of the Executive Committee. In accordance with the plan rules, participants are eligible for a share in a pool of excess shareholder value created over a three-year performance period from 1 May 2025 to 30 April 2028. If the share price at the end of the performance period (plus accumulated dividends) is between the threshold hurdle of £5.21 and maximum cap of £8.00, any VCP pool value will be converted into Company shares which will normally be subject to a two-year holding period. The Board makes discretionary awards of free shares to eligible employees. Employees must remain in employment of the Company during the vesting period of three years in order to receive the free shares. The SAYE Scheme has a three-year savings period where employees save at an agreed rate. At the end of the savings period, employees can choose to either exercise options or withdraw their savings. --- Strategic report Corporate governance Financial statements Other information ZIGUP plc | Annual Report and Accounts 2026 181 ## Notes to the Company financial statements continued ### 5 Investments | | Investment in subsidiary undertakings £000 | | --- | --- | | **Cost and carrying amount:** | | | At 1 May 2024 | 451,022 | | Capital contribution | 3,272 | | At 30 April 2025 and 1 May 2025 | 454,294 | | Capital contribution | 4,036 | | **At 30 April 2026** | **458,330** | Subsidiary holdings, included in the Group financial statements for the year ended 30 April 2026, are shown in Note 31 of the Group financial statements. All of these subsidiary holdings are wholly-owned, unless otherwise indicated in Note 31 of the Group financial statements. All operating subsidiaries' results are included in the Group financial statements. ### 6 Deferred tax assets The following are the major deferred tax assets recognised by the Company and movements during the current and prior year: The deferred tax asset is supported by future Group profitability. | | Share based payments £000 | Other temporary differences £000 | Total £000 | | --- | --- | --- | --- | | At 1 May 2024 | 2,569 | 125 | 2,694 | | Charge to the income statement | (286) | (67) | (353) | | Credit to equity | 862 | 26 | 888 | | At 30 April 2025 and 1 May 2025 | 3,145 | 84 | 3,229 | | Credit to the income statement | 626 | – | 626 | | Charge to equity | (146) | (8) | (154) | | **At 30 April 2026** | **3,625** | **76** | **3,701** | --- Strategic report Corporate governance Financial statements Other information ZIGUP plc | Annual Report and Accounts 2026 182 ## Notes to the Company financial statements continued ### 7 Receivables and contract assets | | 2026 £000 | 2025 £000 | | --- | --- | --- | | Amounts due from subsidiary undertakings | 1,255,750 | 1,175,898 | | Prepayments | 643 | 759 | | Other receivables | 124 | 108 | | | 1,256,517 | 1,176,765 | Amounts due from subsidiary undertakings includes £1,180,603,000 (2025: £1,153,325,000) non-interest bearing and repayable on demand, a loan of £40,107,000 (2025: £nil) which is repayable in June 2028 which bears an interest rate of 5.95% and a £35,040,000 balance (2025: £22,573,000) on a loan repayable in June 2028 which bears interest at a fixed rate of 5.00% (2025: 5.00%). Where amounts due from subsidiary undertakings are non-interest bearing and repayable on demand, the Company does not intend to call upon these amounts due in the 12 months following the date of issuance of the Annual Report. ### 8 Trade and other payables | | 2026 £000 | 2025 £000 | | --- | --- | --- | | Trade payables | 96 | 62 | | Amounts due to subsidiary undertakings | 165,802 | 204,292 | | Social security and other taxes | 114 | 261 | | Accruals and deferred income | 6,710 | 6,155 | | | 172,722 | 210,770 | The Directors consider that the carrying amount of trade and other payables approximates to their fair value due to their short term nature. Amounts due to subsidiary undertakings includes £28,508,000 (2025: £66,620,000) non-interest bearing and repayable on demand and a loan repayable in June 2028 of £137,294,000 (2025: £137,672,000) which bears interest at 1.95% above SONIA (2025: 1.95%). --- Strategic report Corporate governance Financial statements Other information ZIGUP plc | Annual Report and Accounts 2026 183 ## Notes to the Company financial statements continued ### 9 Borrowings | | 2026 £'000 | 2025 £'000 | | --- | --- | --- | | Bank loans and overdrafts | 272,542 | 160,050 | | Loan notes | 489,119 | 480,875 | | Cumulative preference shares | 500 | 500 | | | **762,161** | **641,425** | The carrying value of the Company's borrowings approximate to their fair value as the interest rate payable on those borrowing is close to current market rates, other than the loan notes of £489,432,000 which have an estimated fair value of £459,684,000. The fair value has been calculated based on discounted cash flows using a comparable borrowing rate. The borrowings are repayable as follows: | | 2026 £'000 | 2025 £'000 | | --- | --- | --- | | **On demand or within one year (shown within current liabilities)** | | | | Bank loans and overdrafts | 3,008 | 6,603 | | | **3,008** | **6,603** | | **In the second year** | | | | Loan notes | 129,938 | – | | | **129,938** | **–** | | **In the third to fifth years** | | | | Bank loans | 275,709 | 160,398 | | Loan notes | 151,594 | 276,835 | | | **427,303** | **437,233** | | **Due after more than five years** | | | | Loan notes | 207,900 | 204,432 | | Cumulative preference shares | 500 | 500 | | | **208,400** | **204,932** | | Unamortised finance fees relating to the bank loans and loan notes | (6,488) | (7,343) | | Total borrowings | **762,161** | **641,425** | | Amounts due for settlement within one year (shown within current liabilities) | (3,008) | (6,603) | | Amounts due for settlement after more than one year | **759,153** | **634,822** | --- Strategic report Corporate governance Financial statements Other information ZIGUP plc | Annual Report and Accounts 2026 184 ## Notes to the Company financial statements continued ### 9 Borrowings continued #### Bank loans and overdrafts Bank loans and overdrafts are unsecured and bear interest at rates of 1.95% (2025: 1.95%) above the relevant interest rate index, being SONIA for Sterling-denominated debt and EURIBOR for Euro-denominated debt, subject to a floor of 0%. Bank loan facilities mature in April 2031. Overdrafts are unsecured and can be withdrawn at any time and are repayable on demand. #### Loan notes The Company has £489,432,000 (2025: £481,267,000) of loan notes (gross of unamortised fees) which bear interest at an average rate of 2.4% (2025: 2.4%). These are unsecured and are repayable in November 2027, November 2029, October 2031, November 2031 and October 2034. #### Cumulative preference shares The cumulative preference shares of 50p each entitle the holder to receive a cumulative preferential dividend at the rate of 5% on the paid-up capital and the right to a return of capital at either winding up or a repayment of capital. The cumulative preference shares do not entitle the holders to any further or other participation in the profits or assets of the Company. These shares have no voting rights other than in exceptional circumstances. The total number of authorised cumulative preference shares of 50p each is 1,300,000 (2025: 1,300,000), of which 1,000,000 (2025: 1,000,000) were allotted and fully paid at the balance sheet date. ### 10 Share capital Called-up share capital, allotted and fully paid: | | 30 April 2026 No. of shares | 30 April 2025 No. of shares | 30 April 2026 £000 | 30 April 2025 £000 | | --- | --- | --- | --- | --- | | Opening ordinary share capital | 246,091,423 | 246,091,423 | 123,046 | 123,046 | | Cancellation of treasury shares | (10,000,000) | – | (5,000) | – | | Closing ordinary share capital | 236,091,423 | 246,091,423 | 118,046 | 123,046 | The Company has one class of ordinary shares with a par value of 50p. On 1 May 2025, the Group cancelled 10,000,000 ordinary shares of 50p each which were held in treasury. ### 11 Share premium account | | £000 | | --- | --- | | At 1 May 2024, 30 April 2025 and at 30 April 2026 | 113,510 | ### 12 Treasury shares reserve Movements on the treasury shares reserve are shown in the Statement of changes in equity, which can be seen on page 176. Further information on these reserves is given below: #### Treasury shares reserve The reserve for the Company's treasury shares comprises the cost of the Company's shares held by the Company. Following the cancellation of treasury shares detailed in Note 10, as at 30 April 2026, the Company held 7,252,974 of the Company's shares (2025: 20,252,974). The total number of shares held in treasury represents 3.1% (2025: 8.2%) of the allotted and fully paid share capital of the Company. --- Strategic report Corporate governance Financial statements Other information ZIGUP plc | Annual Report and Accounts 2026 185 ## Notes to the Company financial statements continued ### 13 Other reserves | | Capital redemption reserve £000 | Merger reserve £000 | Hedging reserve £000 | Other reserve £000 | Total other reserves £000 | | --- | --- | --- | --- | --- | --- | | At 1 May 2024 | 40 | 63,159 | 78 | 261,831 | 325,108 | | Change to comprehensive income | – | – | (78) | – | (78) | | At 30 April 2025 | 40 | 63,159 | – | 261,831 | 325,030 | | Change to comprehensive income | – | – | 24 | – | 24 | | Share cancellations | 5,000 | – | – | – | 5,000 | | **At 30 April 2026** | **5,040** | **63,159** | **24** | **261,831** | **330,054** | The above shows the movements on the reserves classified as 'Other reserves' on the Company's Statement of changes in equity. Movements on the translation reserve are shown in the Statement of changes in equity, which can be seen on page 176. Further information on certain of these reserves is given below: #### Merger reserve The merger reserve in the Company and the Group arose from acquisitions in previous years. #### Hedging reserve The hedging reserve represents the cumulative amounts of changes in fair values of hedged interest rate derivatives that are deferred in equity, as explained in Note 2, less amounts transferred to the income statement and other components of equity. #### Other reserve The other reserve represents the excess of the share price on the date of acquisition of Redde plc, 282p over the nominal share price of 50p. The share premium represents the excess of the share price of 251p at the time of the sale of these shares over the nominal share price of 50p. The Company has recorded the premium for the issue of shares for this acquisition in other reserves in accordance with Section 612 of the Companies Act 2006 in respect of merger relief. ### 14 Dividends An interim dividend of 8.8p per ordinary share was paid in January 2026 (2025: 8.8p). The Directors propose a final dividend for the year ended 30 April 2026 of 18.2p per ordinary share (2025: 17.6p), which is subject to approval at the AGM and has not been included as a liability as at 30 April 2026. Based upon the shares in issue at 30 April 2026 and excluding treasury shares and shares in employee trusts where dividends are waived, this equates to a final dividend payment of £41m (2025: £40m). No dividends have been paid between 30 April 2026 and the date of signing the financial statements.