MOTORPOINT # There's no car like a Motorpoint car Motorpoint Group Plc Annual Report and Accounts 2026 --- # Car buying made easy Motorpoint is the UK's leading retailer of mostly nearly new vehicles. For investor relations information, visit our website: www.motorpoint.co.uk/plc/ investor-relations/why-invest/ ![img-0.jpeg](img-0.jpeg) Strategic Report 01 2026 Highlights 02 Our model 03 Investment highlights 04 Our business and our market 05 The Car Buyer's Champion 06 Our customers' journey 07 Our market 08 Chair's statement 10 Chief Executive's statement 13 Our strategy 15 Section 172(1) statement 19 Environmental, Social and Governance (ESG) 28 Task Force on Climate related Financial Disclosures (TCFD) 36 Financial review 39 Risk management 42 Principal risks and uncertainties 45 Viability statement 47 Non financial and sustainability information statement Governance 50 Board of Directors 52 Introduction to governance 54 Corporate governance report 57 Audit Committee report 62 Nomination Committee report 66 ESG Committee report 67 Remuneration Committee report 70 Remuneration policy 82 Annual report on remuneration 92 Directors' report 98 Statement of Directors' responsibilities Financial Statements 100 Independent Auditors' Report 105 Consolidated statement of comprehensive income 106 Consolidated balance sheet 107 Consolidated statement of changes in equity 108 Consolidated cash flow statement 109 Notes to the consolidated financial statements 132 Company balance sheet 133 Company statement of changes in equity 134 Notes to the Company financial statements 137 Alternative performance measures (APMs) 138 Shareholder information and advisors Strategic Report Governance Financial Statements --- Motorpoint Group Plc Annual Report and Accounts 2026 # 2026 Highlights # Financial performance Continued outperformance of the used car market and profit before tax growth of 83%. Financial KPIs Revenues £1,268.6m | 2026 | £1,268.6m | | --- | --- | | 2025 | £1,173.1m | | 2024 | £1,086.6m | Basic earnings per share 6.6p | | 2026 | 6.6p | | --- | --- | --- | | | 2025 | 3.7p | | 2024 | (9.3)p | | Return on capital employed¹,² 67% | 2026 | 67% | | --- | --- | | 2025 | 47% | | 2024 | 4% | Profit/(loss) before taxation¹ £7.5m | | 2026 | £7.5m | | --- | --- | --- | | | 2025 | £4.1m | | 2024 | £(8.2m) | | Full year dividend per share 2.2p | 2026 | 2.2p | | --- | --- | | 2025 | 1.0p | | 2024 | Nil | 1. Excludes exceptional items. 2. Earnings before interest and taxation divided by average net assets over the year. ![img-1.jpeg](img-1.jpeg) Strategic Report Governance Financial Statements 01 --- Motorpoint Group Plc Annual Report and Accounts 2026 Our model # Our purpose: to make car buying easy We are here to help our customers buy the car they want, in the way they want. There is no car like a Motorpoint car. Our vision Our vision is to be the Car Buyer's Champion, by offering unrivalled Choice, Value and Quality. People powered At our heart we are a people powered business and it is our talented people who help customers when purchasing a vehicle from Motorpoint – giving them the advice they are looking for, ensuring everything is to the standard they expect and developing new innovations, products and services that constantly improve the purchasing process. This is evidenced by our industry leading NPS ratings. Find out more on pages 22 to 25 Omnichannel customer experience By focusing on making car buying easy for our customers, we have been able to create the very best omnichannel experience – one that combines the convenience and benefits of searching and buying online with an extensive nationwide retail network ensuring high levels of quality, service and support. Find out more on page 06 The Motorpoint Virtuous Circle remains at the core of everything we do. Our operating model of how our employees and stakeholders interact, the Motorpoint Virtuous Circle, combined with our values of Proud, Happy, Honest and Supportive continue to provide a robust framework for explaining how we get things done and what factors to consider when decisions are required. Virtuous Circle + Our values ![img-2.jpeg](img-2.jpeg) + ![img-3.jpeg](img-3.jpeg) ![img-4.jpeg](img-4.jpeg) ![img-5.jpeg](img-5.jpeg) ![img-6.jpeg](img-6.jpeg) 02 Strategic Report Governance Financial Statements --- Motorpoint Group Plc Annual Report and Accounts 2026 Investment highlights # What sets us apart Our omnichannel approach gives customers the choice of buying cars through our store network, by phone or online, or through a combination of all channels. ![img-7.jpeg](img-7.jpeg) Strategic Report Governance Financial Statements 1 Huge growth opportunity in a fragmented market 2 Highly efficient operating model, integrated infrastructure nationwide 3 Industry leading customer experience over many years 4 Robust financial model; cash generative and asset light with no structural debt 5 Technology driving further improvements in purchasing, pricing and productivity 6 Highly engaged team and strong culture ## Digital transformation providing opportunities for growth Customers prefer to buy used cars on an omnichannel basis, combining digital channels with physical touchpoints. 1 Relentless focus on customer experience 2 Significant investments in technology and focused marketing, embracing the advantages of AI 3 Online capability provides operating model opportunities 4 Expanding digitally led car buying service 5 Website improvements boosting traffic 6 Improvements to wholesale digital selling experience 03 --- Our business and our market # A Group focused on growth through distinct brands We sell vehicles to consumers and dealers, via Motorpoint Retail and Auction4Cars respectively, and we are expanding our Sell Your Car service to acquire vehicles directly, as well as part of our part exchange offer. ![img-8.jpeg](img-8.jpeg) ## Motorpoint Retail Our retail offer of nearly new cars that are mostly under six years old and have completed less than 40,000 miles provides customers with an omnichannel purchasing journey combining online with 21 retail stores nationwide. We also handpick certain older cars to retail, should we consider them to be in excellent condition. **<6 years** **<40,000 miles** **Online & in store** **Nearly new consumer vehicles** ## Sell Your Car We offer a Sell Your Car service that allows cars to be traded in for part exchange, or to sell for cash. Instant valuations are provided online, with drop offs arranged at one of our stores nationwide. **6,603** **Cars purchased through 'Sell Your Car'** **FY25: 3,571** ## Auction4Cars.com Auction4Cars.com, a business to business and entirely online auction marketplace platform, allows an efficient and quick route for sale of vehicles which do not fall into our nearly new retail criteria. The customer experience continues to be enhanced. **>6 years** **>40,000 miles** **Online only** **Wholesale vehicles** Strategic Report Governance Financial Statements 04 --- The Car Buyer's Champion # There's no car like a Motorpoint car Our vision is to be the Car Buyer's Champion, by offering unrivalled Choice, Value and Quality. Trustpilot Rating of 4.6 out of 5 Net Promoter Score 84 (FY25: 80) Choice Choice for our customers means not only the model and price range of available vehicles we stock, but also the options through which they can view, purchase, and take delivery of their vehicle such as same day driveaway or home delivery. In March 2026, we had 44 makes and 628 models in stock, with 3,108 different trim levels, and improved choice from FY25. Value We are able to secure the best stock at competitive prices and we pass those savings on to our customers ensuring we offer stand out vehicles at unbeatable prices. We are also able to offer financing options, extended warranties and other ancillary products for our customers. Quality Motorpoint Quality Standard sits at the core of our operations, ensuring we deliver the highest levels of quality of nearly new vehicles and customer service along the entire customer journey. Our cars are rigorously checked from engine to exhaust by our experts and sold under warranty. NPS remains consistently high (84 in FY26), and we have a Trustpilot rating of 4.6, based on 27k reviews (April 2026). ![img-9.jpeg](img-9.jpeg) 05 Strategic Report Governance Financial Statements --- Our customers' journey # Making car buying easy... online and/or in store We have invested in creating a deeply embedded digital and retail omnichannel customer journey that gives the car buyer the choice of how to buy their next car in a way that fits their lifestyle. ![img-10.jpeg](img-10.jpeg) 06 Strategic Report Governance Financial Statements --- ## Our market # Market overview ### Data led approach Investment in a data led approach to both buying and selling vehicles is embedded in our operational model and resulted in an increase in buying activity. Used prices remained generally stable in FY26 and our data led approach to buying activity enabled us to secure a greater number of vehicles. This included extending our age criteria to buy more slightly older cars than previously, to satisfy customer demand, as well as to compensate for fewer nearly new cars being available following previous reductions in new car production. We also consciously bought more electric vehicles now that prices have become stable and demand has increased, subsequently increasing our market share. Our used car market grew 1.4% in FY26. Motorpoint outperformed the market, with retail volume growth of 7.8%. Our market share of the 0-10 year old car market in January to March 2026 was 1.68%, compared to 1.46% in FY25. ### Car market Motorpoint's core proposition is the sale of mostly nearly new vehicles, the majority of which are up to six years old and have covered fewer than 40,000 miles. However, we consciously relaxed our age criteria to buy top quality, older vehicles. We monitor available market statistics, notably from the SMMT, which give us transaction volumes for target market cars (but do not include recorded mileage). We therefore use the transaction volumes as a proxy for our available market. Following the modest acceleration of new car production in recent years, we were able to secure a greater number of bulk deals of newer cars in FY26, and this, along with the move to older vehicles, more than offset the reduced size of the three to five year old market (which resulted post Covid and the subsequent semiconductor chip shortage). We also refocused our efforts in FY26 on acquiring cars directly from consumers, which provides us with the best margin returns. Investment included the strengthening of our pricing algorithm, marketing our offer and additional resources to open more slots for consumers to bring their cars to us. Results have been pleasing with 6,603 cars acquired in the year, up 85% (FY25: 3,571), and an exit run rate of more than 200 cars per week. ### Consumer confidence We generally experienced the benefits of increasing confidence in FY26, with continued falls in interest rates. However, following the conflict in the Middle East, this confidence reduced with the threat of higher inflation and interest rates. Despite this, in the early part of FY27, Motorpoint did not experience a negative shift in demand, although we remain cautious as to future impacts. ### Buying habits The use of digital services is now universal amongst car buyers. Some degree of physical connection continues to be preferred by most customers to provide reassurance and trust in their purchase. In other words, UK consumers prefer to buy used cars and ancillary services on a cross channel basis, using digital channels and physical touchpoints interchangeably on their purchasing journey. Following the sharp rise in interest in pure online car buying towards the start of the decade and around Covid time, it is now generally accepted that car dealerships need a physical store presence to work seamlessly with its digital channels. **“Staff were excellent – Lily\* was super helpful and knowledgeable, finding me an even better car than I’d hoped for. Dave was also very friendly and attentive when it came to picking up my car. Could not fault them – have already recommended them to a friend who is also after a new car!”** **Trustpilot, March 2026** \* Lily is the name of our AI digital discovery assistant which was successfully launched in FY26. ![img-11.jpeg](img-11.jpeg) Strategic Report Governance Financial Statements 07 --- Chair's statement # Motorpoint is reaping benefits of sound management and well-targeted strategic technology investments ![img-12.jpeg](img-12.jpeg) "Our long-term strategy is to become the UK's largest used car dealer by providing market leading digital and data services that redefine our customers' experiences and optimise our business operations." John Walden Chair Find out more on pages 13 and 14 Benefiting from effective management in mixed markets The used car industry in the UK faced difficult market conditions for several years. High interest rates, periods of price volatility, depressed consumer demand and constrained vehicle supply combined to cause upheaval in the industry and, in the early periods, reduce our sales and profits. Motorpoint responded well to these conditions by restructuring to limit losses during FY24, positioning the Company to benefit from market improvement in FY25 and beyond, and generating cash that was selectively reinvested in strategic capabilities. We have begun to reap the material benefits of these moves, even in the face of mixed markets. In FY26 the macroeconomic environment in the UK experienced volatility. During the first approximately nine months of the period the market was lacklustre – combining slight reductions in interest rates and slight economic growth, with weak consumer sentiment due to perceptions of shrinking disposable incomes, price increases on essential goods, and growing concerns over government tax hikes. The US and Israeli attacks on Iran during Revenues £1,268.6m 2025: £1,173.1m the last quarter caused consumer sentiment to suffer further, driven by fears over economic fallout, inflationary pressures and rising energy, utility and grocery costs. Despite macroeconomic volatility, the used car market during FY26 continued its slow post-Covid recovery with stabilising used car pricing, a modest loosening of supply in certain age ranges, and a surge in EV sales. Importantly, in addition to these small market improvements, the company also further invested in building and deploying strategic new capabilities in data analytics, AI and digital commerce, directed at improving both customer experiences and operational excellence. I am pleased that, because of these improvements, our performance has continued to strengthen. The Company achieved impressive results in the period across our financial measures including: Profit before taxation £7.5m 2025: £4.1m - Revenue increases to £1,268.6m (FY25: £1,173.1m); - Strong retail volume growth of 7.8% achieving a record breaking 64.6k vehicles sold (FY25: 59.9k) and significantly outperforming the used car market; - Gross profit of £98.9m (FY25: £90.8m); and - Profit before taxation increased by 82.9% to £7.5m (FY25: £4.1m). Motorpoint expects to continue to face less than robust market conditions for the foreseeable future. Interest rates remain high, UK economic growth is mediocre, and the effects of the Middle Eastern conflict and global disruptions in trade on the UK used car industry are unclear. Nevertheless, we are cautiously optimistic that economic trends will improve, and confident that Motorpoint is well positioned to benefit from an improved used car market and to outperform the market through further extension of our strategic data, AI and digital commerce capabilities. Strategic Report Governance Financial Statements 08 --- ## Chair's statement continued ### Realising the strategic opportunity Four years ago, Motorpoint embraced the role of technology, data and digital services in its business and set forth an ambitious goal to become the UK's largest used car dealer. We believed that our strategic opportunity was to provide market leading data and digital services, and to redefine the omnichannel business model by developing integrated consumer journeys across our digital, store, customer service and delivery channels that meet changing consumer needs. Prior to FY26 our capacity to invest in our strategic plans was naturally constrained, so we made modest but targeted strategic progress while balancing our ambitions with responsible financial management. FY26 represented a step-change in our strategic progress, and included several highlights: - In core technology we implemented or initiated multiple new strategic systems and infrastructure including a finance ERP and purchase ordering system, a hybrid cloud data management environment, legacy stock and customer systems, a new service maintenance and repair management system, and enhanced data security controls. - In data and AI we structured and populated our scalable data warehouse and implemented multiple leading applications including data driven vehicle pricing for purchase and sale, algorithmic vehicle allocation, agentic AI for sales follow-up, AI-based natural language website chat, and QR code vehicle displays for data capture. - In sourcing and supply we finalised trials and began scaling Sell Your Car (SYC), our online vehicle direct purchasing site, and improved bid conversion and margin with data led purchasing. - In our website channels, we upgraded almost all aspects of the SYC journey from initial valuation to appointment booking to expired valuation renewal. We also introduced vehicle compare functionality to help with selection, agentic AI-based natural language chat for improved vehicle discovery, and redesigned personalised web information links for customers scanning QR codes in stores. - In new stores we will open Leeds this summer, secured further opportunities in three new market locations, and arranged a £10 million new store funding facility. With a positive FY26 behind us, and cautious optimism for the future, we expect to continue making targeted investments toward our long-term strategic plans including our technological capabilities with data tools, AI and our website, scaling our Sell Your Car direct purchase proposition, testing market opportunities for aftersales service, and adding new stores. We remain convinced of our long-term strategic opportunity and are pleased to be pursuing it with vigour as conditions allow. Mary McNamara will be stepping down from the Board following the conclusion of the 2026 AGM. I would like to thank Mary for her commitment and dedication to the Company over her ten year tenure, and for her personal support and challenge while I have been Chair. It has been a real pleasure to work alongside her, and on behalf of the whole Company I wish her well for the future. I would also like to thank our Motorpoint colleagues for their agility and resilience over the past few years, and their exceptional performance during FY26. I am delighted that their hard work has been rewarded with continued market outperformance and a return to consistent profitability and growth. **John Walden** Chair 10 June 2026 ![img-13.jpeg](img-13.jpeg) Strategic Report Governance Financial Statements 09 --- Chief Executive's statement # Record volumes and 83% profit before tax growth ![img-14.jpeg](img-14.jpeg) **“The Group had an excellent year in FY26. It has been a step change year for Motorpoint, where the use of data became fundamental within the business and we embraced the benefits of AI.”** Mark Carpenter Chief Executive Officer ## Overview Having successfully negotiated numerous headwinds in recent times, through prompt and decisive action, our two year retail volume growth stands at an exceptional 22.8%. Our commitment to achieving profitable growth, with profit before tax increasing 82.9% to £7.5m, is underpinned by a highly efficient organisation, which has played a huge part in delivering this performance. A leaner, more profitable Motorpoint has been made possible by our highly engaged team and excellent culture. Supply of vehicles has returned to more normalised levels, and we are securing more bulk deals as a result. We are also sourcing more vehicles directly through our Sell Your Car channel. Data has become fundamental to our business: supporting buying and pricing decisions; underpinning record metal margins; and enabling us to sell more vehicles through market leading dynamic pricing and customer interaction. This volume and margin performance, along with improved efficiency measures, has helped to more than offset ongoing inflationary pressures. As an example, total people cost per retail unit sold has fallen from £656 in FY22 to £610 in FY26. Providing our customers with a seamless experience has continued to drive performance and our annual Net Promoter Score was an excellent 84, up from 80 in the previous year. Although the current economic uncertainty, influenced by the Middle East conflict, continues to impact consumer confidence, I am confident that our omnichannel business model and exciting strategic plans stand us in good stead going forward. We are well placed to pursue expanded supply channels and new store openings, while continuing to benefit from our improved online and store channel integration and use of data and AI to drive further efficiencies and improved customer experiences. We are therefore in a strong position to take full advantage of the opportunities that exist in our market to build long term shareholder value. ## The Motorpoint Virtuous Circle remains at the core of everything we do Our operating model of how our employees and stakeholders interact, the Motorpoint Virtuous Circle, combined with our values of Proud, Happy, Honest and Supportive, continue to provide a robust framework for explaining how we do business. The Virtuous Circle has been engrained into the culture at Motorpoint for many years. The Virtuous Circle begins with our employees. We are delighted that we have, once again, been recognised by The Sunday Times as a Best Place to Work. We measure team satisfaction twice annually, and were awarded the equivalent of a three-star engagement rating, which is the highest workplace engagement standard. We made strong progress again during the year, with focus on recruitment and development of our teams. Employee turnover reduced, as we focused on recruiting the best across all areas of the business, and we increased training activity at all levels. We focused in particular on technical development of our teams in our preparation facilities, and talent management programmes to generate future leaders to support growth. We believe that the engagement of our team is directly correlated to our customers' satisfaction, the next element of our Virtuous Circle. As we innovate our omnichannel customer experiences, our highly engaged team continued to deliver Strategic Report Governance Financial Statements 10 --- ## Chief Executive's statement continued what we believe is a market leading proposition of Choice, Value, and Quality to our loyal customers with an unerring focus on customer satisfaction. We focused on improving the customer experience and are delighted that our NPS rating has increased to 84 in FY26 from 80 in the previous year. In addition, our Trustpilot score of 4.6 (based on 27k reviews to April 2026) is one of the highest for used car sales in the UK and reinforces the high levels of customer satisfaction achieved. The final element of our Virtuous Circle is delivering for our shareholders. We delivered excellent profitable growth and Return on Capital Employed in FY26 of 67% (FY25: 47%), as well as returning £11.7m to shareholders since April 2024, and proposing a final dividend of 1.2p per share, making the full year dividend 2.2p, up 120% on the previous year. ### Strategy update Strong progress was made on our strategic priorities in the year. We continued to enhance our data and AI capabilities, and since launching our agentic AI tool, which follows up on historical closed leads, 877 incremental sales in the year can be attributed to this channel. We also expanded our supply, with 6,603 vehicles (FY25: 3,571) being purchased directly through our Sell Your Car channel. Good progress has been made to secure new sites for store development and our 22nd store will open in Leeds this Summer. We are pleased to announce that three further openings in FY27 and FY28 are expected to take place in new market locations, and that we have secured additional property funding of £10m to support this. The Board continues to review strategic plans and whilst investing in organic growth remains the priority, it has concluded that excess cash generation can also support returning significant levels of cash to shareholders by way of buybacks and dividends. A progress update on our strategic priorities: ### Expansion of supply channels - A return to normalised levels of vehicle supply has enabled increased fleet purchases, aiding efficiency - Data led purchasing has grown bid conversion and margin, and reduced overage stock - Sell Your Car purchases up 84.9% from FY25 to roughly 10% of total purchases. This strong performance has continued into the new financial year - Including part exchanges, 46k cars were bought direct from consumers - We are targeting 12k Sell Your Car purchases in FY27 - Stocking facilities increased to £210m post year end to support our growth ### New store openings - Despite market gains, the Group still has a relatively small share of a highly fragmented market - Continue to aim for 10% share in the markets we operate in - Considerable opportunity for market share expansion and further profitable growth - Our 22nd store will open in Leeds this Summer, and a further three openings are expected in new market locations - A primary goal is to increase our number of stores to at least 30 - A new £10m property funding facility secured to support new store growth ### Improve efficiency through Data and AI - Established algorithmic based vehicle allocation model, aiding efficient movement of vehicles - Data driven pricing strategy implemented, which has supported record metal margins in FY26 - Agentic AI to reactivate closed quotes, with 877 sales attributed to this channel in FY26 - AI digital discovery assistant implemented - All cars on display with QR codes for pricing, generating strong customer insight and productivity gains ### Broaden brand reach - Most prominent Google used car retailer, based on most keywords in top three positions - 55k YouTube subscribers and 4.5m views - Aggregator diversification; record leads in year - Upgraded and expanded Sell Your Car CRM journey - Continued to further improve website ease of use and functionality ![img-15.jpeg](img-15.jpeg) Strategic Report Governance Financial Statements 11 --- ## Chief Executive's statement continued ![img-16.jpeg](img-16.jpeg) Employees – named in the Sunday Times Best Places to Work Customers – NPS of 84 Shareholders – Significant increase in profit, and returning cash to shareholders ![img-17.jpeg](img-17.jpeg) ### Further technology development - New finance Enterprise Resource Planning (ERP) and purchase ordering systems successfully implemented in Summer 2025, resulting in improved controls and reporting, and headcount efficiency - Replacement of legacy stock and customer systems with 'state of the art' solution in progress - In house developed new imagery app, improving efficiency - Ongoing investment to further enhance IT security defence - New workshop and preparation management systems in progress ### Step change preparation efficiency - MOT testing stations now established in most locations - Increasing amount of warranty work brought in house, rather than using more expensive third parties - Continuing investment journey for internal team learning new skills: - Vehicle Prep Assistants (VPAs) to technicians - Technicians to MOT tester/warranty technicians - Workshop upgrade investment - Investment in preparation facilities at previously retail-only stores ### Environmental, Social and Governance (ESG) We aim to be recognised as the UK's most environmentally friendly used car retailer. During the year, only one per cent of our waste was sent to landfill, meeting our target. Energy Performance Certificate (EPC) ratings at our Derby and Portsmouth sites have improved following targeted renovations and energy efficiency measures, including the introduction of automatic heating controls in workshop areas. In addition, our most recent store opening in Norwich achieved an EPC rating of A, reflecting our continued focus on developing energy efficient sites. These initiatives support our broader carbon reduction objectives, deliver cost savings, and are complemented by improved fuel management practices across the Group. As a result, our target emissions intensity metric, comprising Scope 1 and 2 emissions and business travel, improved by 5.5% year on year relative to the square foot area of the business. We also continue to expand our electric vehicle offering, with sales more than doubling during the year, while actively exploring efficient and innovative charging solutions. ### Historic Finance Commissions The Supreme Court issued its judgement on the October 2024 Court of Appeal rulings in August 2025. They dismissed the bribery and fiduciary duty claims. However, they upheld the Court of Appeal's ruling which related to an unfair relationship between customer and lender. This was based on specific facts of that case. Following this update, the Financial Conduct Authority (FCA) issued a consultation document on 7 October 2025 and further announced details of their redress scheme in March 2026. As previously highlighted, automotive brokers, such as Motorpoint, are not liable under this redress scheme, and no provision is required. ### Current trading and Outlook Despite the well documented economic uncertainty due to the Middle East conflict impacting consumer confidence, the Group has continued its strong momentum into FY27: - Delivered retail volume growth of 15.0% across April and May (albeit versus weaker comparatives), and maintained strong profitability - Metal margins remain stable with strong supply. - Sell Your Car purchases running at over 200 a week since year end The Board is confident in our ability to take advantage of opportunities to further increase market share at attractive margins in the year ahead. **Mark Carpenter** **Chief Executive Officer** 10 June 2026 Strategic Report Governance Financial Statements 12 --- Our strategy # The Car Buyer's Champion Focused on plans to increase market share and accelerate profitable growth. ![img-18.jpeg](img-18.jpeg) ![img-19.jpeg](img-19.jpeg) Strategic Report Governance Financial Statements 13 --- Our strategy continued # Increase market share and accelerate growth More stores boosting national footprint and increasing brand awareness. Focus on new store openings Target 10% market share in each market we operate in, from at least 30 locations Leeds opening this Summer, and a further three openings are expected in new market locations Use market share data by postcode to identify the best locations Focus on larger site locations, with bigger pitch capacities New stores will be able to prepare their own cars All Auction4Cars locations are now housed on a retail site and are not standalone Data and AI informing buying and pricing, and increasing sales. Focus on data and AI to improve efficiency Algorithmic based vehicle allocation Data driven pricing strategy implemented All cars on display with QR codes for pricing, generating strong customer insight and productivity gains AI digital discovery assistant successfully launched Agentic AI to reactivate closed quotes ![img-20.jpeg](img-20.jpeg) Strategic Report Governance Financial Statements 14 --- Section 172(1) statement # Our stakeholders at the heart of our model The Board has a duty to promote the long term, sustainable success of the Company and of the wider Group. The baseline duty is set out in section 172(1) of the Companies Act 2006, but in reality, it is broader, and the Board considers a wide range of statutory and other factors within its decision making process. ![img-21.jpeg](img-21.jpeg) Board decision making will always encompass: - (a) the likely consequences of any decision in the long term; - (b) the interests of the Company's employees; - (c) the need to foster the Company's business relationships with suppliers, customers and others; - (d) the impact of the Company's operations on the community and the environment; - (e) the desirability of the Company maintaining a reputation for high standards of business conduct; and - (f) the need to act fairly as between members of the Company. Motorpoint believes that a key mechanism in ensuring that it makes good long term and sustainable decisions is open, two way dialogue with all our key stakeholders. We believe that understanding the perspective and needs of our stakeholders is vital to the Group's success. Good governance, our business ethics and integrity are essential to continue to be an attractive company for our investors, employer for our employees, partner for our suppliers and retailer for our customers. We have a code of conduct in place for all employees, which sets out our expectations for ethical behaviour and responsible decision making. We also have a dedicated customer care team that is focused on ensuring that our customers are satisfied with the service we provide. We recognise that our success as a business is closely linked to the wellbeing of the communities in which we operate, and we are committed to being a responsible, sustainable member of our local communities. We regularly review our policies and procedures to ensure that they are in line with our obligations under section 172(1) and that they continue to effectively take into account the needs of all our stakeholders. This section 172(1) statement signposts in more detail some of the key ways in which we have engaged with stakeholders across the year ended 31 March 2026 and built confidence in the sustainability of their relationship with the Group. It should be read in conjunction with: - Chair's statement pages 08 and 09 - Chief Executive's statement pages 10 to 13 - ESG report pages 19 to 27 - Financial review pages 36 to 38 - Risk landscape pages 39 to 44 - Governance reports pages 50 to 99 Strategic Report Governance Financial Statements 15 --- Section 172(1) statement continued # Engaging with our stakeholders Engaging and understanding the needs of our key stakeholders has never been more important and is critical to the Board’s decision making. | Stakeholder | Why we engage | How we engage | Outcomes and how feedback reaches the Board | | --- | --- | --- | --- | | **Our people** | We have an experienced, diverse and dedicated workforce which we recognise as a key asset of our business. Therefore, it is important that we continue to develop the right environment and Company culture to encourage and create opportunities for individuals and teams to realise their full potential. | - We measure our team’s engagement twice a year through surveys; Best Places to Work is an external survey and our internal Driving Seat Survey - We have a source of information for our team, the ‘Knowledge Hub’ which is provided to enhance our communications and sharing of information with our teams - We simplified a number of systems and processes to enhance team training and development - We have set up a designated session for all stores and team members to receive dedicated monthly time with the Senior Leadership Team (SLT), driving more engagement across the whole business with the SLT - We have a comprehensive Learning and Development strategy with a focus on job skills, leadership and personal development training delivered face to face and online - Monthly SLT/CEO listening groups called ‘Ask me Anything’ carried out across the country - Monthly HQ All Hands meeting to provide updates on Company performance - We have a designated Non Executive Director (NED) who oversees employee engagement and holds listening groups with employees - The Board held two site visits in FY26 to meet with teams in stores | - Engagement survey results and annual people plan presented to the Board - Have held various SLT sessions on Diversity, Equity and Inclusion (DEI), with an external DEI specialist, creating our strategy and SLT commitments - Continued to offer health and wellbeing initiatives with mental, physical and financial support - We committed to ensuring we pay at least the National Living Wage - People reports at scheduled Board meetings - Annual pay review and reports to the Remuneration Committee - We have invested in salary levels in key strategic areas of the business - Improved engagement via Viva Engage internal communications system Find out more on **pages 22 to 25** | Strategic Report Governance Financial Statements 16 --- ## Section 172(1) statement continued | Stakeholder | Why we engage | How we engage | Outcomes and how feedback reaches the Board | | --- | --- | --- | --- | | **Our customers** | We are here to help our customers buy the car they want, in the way they want. Our Choice, Value and Quality proposition is reliant on having the right partnerships to enable us to deliver for customers. We have an unerring focus on customer satisfaction. | - Direct feedback sought on a regular basis via NPS (84 in FY26), Trustpilot (Excellent rating) and Google reviews - Monitoring/reporting of sales, footfall, website traffic and internet search analyses - Dedicated customer care team - Social media and websites - Ongoing projects to improve all aspects of customer journey - Direct contact in stores | - Strong NPS score - Strong repeat and referral business - Use of data to better understand customer needs, and addressing these | | **Our suppliers and partners** | It is crucial that we develop and maintain strong working relationships with our suppliers, so we can enhance the efficiency of our business and create value, and make sure we treat suppliers in line with our values and ethical standards. We continually assess our supplier and partner network, and leverage both internal and external expertise to ensure appropriate relationships and fair economics. | - Standard terms of business and regular supplier meetings - Contingency planning should there be a failure in the supply chain - Supplier and distributor onboarding due diligence (financial, quality, business integrity and compliance, component supply, modern slavery, etc.) - Ongoing management of supplier relationships - Procurement review undertaken to assess how we improve efficiency and ensure best value for money for Motorpoint - We collaborate closely with supply chain partners to embed responsible environmental practices | - CEO and senior management team focus on supply chain challenges arising from expanding into new channels and suppliers - Engaging with a broad range of suppliers and regular transition between channels, with a similar level of flexibility in our product offering - Further strengthening of supply chain team and processes | | **Our communities** | Our team members care deeply about our communities. As a responsible employer, we want to contribute to the economic development and sustainability of our communities. | - Commitment to invest in the successful and sustainable delivery of careers and education for young people in our local communities - All team members are entitled to time off to support volunteering in the community | - Awards and recognition - Sponsorship and volunteering by team members - Raising funds for local charities close to our stores across the UK - We support payroll giving to allow team members to support charities that are important to them, many of which will be local Find out more on page 25 | Strategic Report Governance Financial Statements 17 --- ## Section 172(1) statement continued | Stakeholder | Why we engage | How we engage | Outcomes and how feedback reaches the Board | | --- | --- | --- | --- | | **Our shareholders** | As a company listed on the London Stock Exchange's Main Market, we need to communicate clearly and effectively with our existing and prospective shareholders to develop their understanding of how the Group's businesses are managed to generate sustainable returns and long term success. | - Annual Report - Consultation with lead investors and voting advisory organisations - Regulatory News Service (RNS) announcements - Annual General Meeting - Investor presentations - Corporate website - Formal roadshows arranged twice a year to engage with investors - Investors have the opportunity to visit stores and meet a range of team members | - The Board is provided with regular feedback on investors' views and market developments - Face to face and virtual meetings with investors - Active engagement with our largest shareholders on updates to the remuneration policy - We issued regular trading updates via the RNS facility to update the market on the financial performance of the business - Our website (www.motorpoint.co.uk) provides a broad range of information and data - Monthly reporting on shareholder share trading | | **Our environment** | The natural environment affects many aspects of what we do. Our own materiality research also shows that the importance of environmental concerns rated highly among stakeholders. As a business, we need to do what we can to support our environment to ensure a sustainable business. | - Developed a comprehensive climate transition plan, reinforcing our commitment to sustainable business practices - Expanded monitoring of our greenhouse gas (GHG) emissions and ongoing reduction activities to support our efforts to reduce the impact of our emissions - Continuous monitoring of our waste and implementation of improvements to reduce waste - Engagement with third parties who provide expertise | - ESG Committee at Plc level to oversee ESG matters - Environment is a key pillar of the ESG Committee - ESG target achievement linked to annual bonuses - Formal ESG strategy in place with three key areas linked to our environment - Environmental performance measures included in Annual Report including waste and GHG emissions Find out more on **pages 20 and 21** | Strategic Report Governance Financial Statements 18 --- Environmental, Social and Governance (ESG) # Acting responsibly, ESG is a core part of our identity Environmental, Social and Governance (ESG) is a core part of our identity, and we aim to be a business that takes every decision balanced with ESG consideration. ![img-22.jpeg](img-22.jpeg) ## Environmental ### FY26 summary An overview of the targets we set for the year recognising where we achieved our goals and where we still have progress to make. Find out more on page 20 ### Waste management Details of our waste management strategy, including our approach to reducing, reusing, and recycling waste. Find out more on page 20 ### Emissions data The automotive sector is a significant contributor to greenhouse gas emissions, and we are committed to playing our part in reducing this impact. This section provides details of our SECR statement as well as a complete set of emissions across our Scope 1, 2 and 3 footprint. Find out more on page 21 ### Energy usage We recognise the importance of minimising our use of natural resources and are dedicated to reducing our carbon footprint. This section provides data on our energy and water usage, as well as details of our initiatives to reduce our consumption and improve our efficiency. Find out more on page 21 ## Social Social responsibility is a key component of our ESG performance, and we support our team members, customers, and the communities which we serve. This section provides details of our social initiatives, including our commitment to diversity and inclusion, community outreach, and employee wellbeing. Find out more on pages 22 to 25 ## Governance Good governance is essential for building a sustainable, resilient business. This section provides an overview of our governance framework, including our approach to risk management, board composition and diversity, and ethical business practices as well as our TCFD aligned disclosures. Find out more on pages 26 and 27 Strategic Report Governance Financial Statements 19 --- ## Environmental, Social and Governance (ESG) continued ### Environmental #### FY26 summary This year, we set a goal to achieve a further 5% reduction in like for like energy usage, including business travel, on a consistent square foot basis with last year. The goal is measured on tCO$_{2}$e per square foot vs FY25. This goal was directly linked to executive pay and has been achieved with a 5.5% reduction. We also set a target, as last year, to send no more than 1.0% waste to landfill, which we achieved. We are pleased with the progress made against the targets in the year and full details can be found on page 21. Continued focus on targeting like for like energy usage reduction aids us on our journey to net zero. Store, preparation centre and head office managers have oversight of environmental data and their relative performance against targets using data analytics software. The software sends automated notifications for high or unexpected energy usage at our stores, helping us to reduce energy usage in real time. We continue to monitor internal intensity ratios as a KPI for our emissions footprint. The metric is defined as our total Scope 1 and 2 and Business Travel, divided by the total floor area of the business (tCO$_{2}$e/floor area – sq ft). This year, we have added an additional metric which is per retail vehicle sold (tCO$_{2}$e/retail units). This helps us consider that each additional vehicle sold requires additional energy use within our preparation facilities. In line with previous reporting, we continue to adhere to the SECR requirements and the recommendations of the Task Force on Climate related Financial Disclosures (TCFD). Also core to our ESG framework is the need to adapt to customers as buying trends move to favour more sustainable products. Whilst electric vehicles (EVs) remain a relatively low, but increasing, proportion of stock held, we still expect high demand for EVs in the future. #### Waste management During FY26, we continued to prioritise our efforts towards improving our waste management. In the year, only 1.0% of waste went to landfill which meets our target of 1.0%. | Total Waste figures | FY26 | FY25 | | --- | --- | --- | | Total Waste | 808.5t | 787.0t | | Kg Waste/sq ft | 0.95 | 0.92 | | Percentage waste recycled | 54.5% | 64.0% | | Percentage waste recovered | 44.5% | 33.5% | | Percentage waste to landfill | 1.0% | 2.5% | #### Energy usage This year we were pleased to achieve a 1.7% reduction in electricity usage across our sites. In terms of overall energy usage in kWh/sq ft, this is largely consistent with last year. The movement is influenced by our focus on making energy savings, which is offset by a full year of trading for our Norwich store (opened towards the latter half of FY25) and overall increased business activity. | Total electricity and gas usage | FY26 | FY25 | % change | | --- | --- | --- | --- | | Total Electricity kWh | 5,104,238 | 5,190,717 | (1.7)% | | Total Gas kWh | 2,871,808 | 2,758,279 | 4.1% | | Total Energy | 7,976,046 | 7,948,996 | 0.3% | | kWh/sq ft | 9.33 | 9.30 | 0.3% | #### Emissions data ##### Greenhouse gas (GHG) emissions and reductions As highlighted by our previous ESG materiality assessment, GHG emissions and reductions are high priority for the business. The increased data accuracy and reporting with regards to our energy usage directly corresponds to our GHG emissions, and as such, we have been tracking our Scope 1 and Scope 2 emissions periodically to enable reporting at relevant forums such as the ESG Committee. ##### Streamlined Energy and Carbon Report (SECR) FY26 This report has been compiled in line with the March 2019 BEIS 'Environmental Reporting Guidelines: Including streamlined energy and carbon reporting guidance', and the EMA methodology for SECR reporting. All measured emissions from activities which the organisation has financial control over are included as required under The Companies (Directors' Report) and Limited Liability Partnerships (Energy and Carbon Report) Regulations 2018, unless otherwise stated in the exclusions statement. ![img-23.jpeg](img-23.jpeg) Strategic Report Governance Financial Statements #### Waste to landfill 1.0% #### Intensity ratio improved (5.5)% 20 --- ## Environmental, Social and Governance (ESG) continued The carbon figures have been calculated using the DESNZ 2025 carbon conversion factors for all fuels, other than the market based electricity which has been taken from Shell Energy as the UK supplier. | | FY26 | FY25 | | --- | --- | --- | | Total energy use covering electricity, gas, other fuels and transport (kWh) | 12,874,774 | 13,220,491 | | Scope 1 emissions generated through combustion of gas (tCO₂e) | 525 | 505 | | Scope 1 emissions generated through use of transportation (tCO₂e) | 1,051 | 1,143 | | Scope 2 emissions generated through use of purchased electricity (tCO₂e) | 903 | 1,075 | | **Scope 3 emissions generated through business travel (tCO₂e)** | **184** | **99** | | **Total Scope 1 and 2, Business travel (tCO₂e)** | **2,663** | **2,822** | | **Intensity ratio – Total Scope 1 and 2, Business travel (tCO₂e/ Floor Area – sq ft)** | **0.00312** | **0.00330** | Note: Disclosures above are aligned with the SECR minimum mandatory requirements for quoted companies: global Scope 1 emissions from combustion of gas/fuel for transport purposes and global Scope 2 emissions from purchased energy. Additional disclosure of Scope 3 emissions from business travel or employee owned vehicles is included. Motorpoint Plc operates within the UK only. Our SECR reported emissions for Scope 1 and 2, Business Travel decreased 5.6% from 2,822 tCO₂e in FY25 to 2,663 tCO₂e in FY26. This resulted in the intensity ratio decreasing by a roughly equal percentage, as floor area has remained consistent, demonstrating our continued commitment to reducing our carbon footprint. ### Scope 3 emissions We continue to focus on Scope 1 and 2 emissions, which are directly within our control, though they represent only part of our overall footprint. Scope 3 remains the most significant area and increased by 2.5% year on year, mainly due to higher emissions from the 'use of sold products' category as sales volumes grew, offset in part by increased sales of electric vehicles (EVs). This category represents 95.6% of total Scope 3 emissions; changes in other categories were immaterial. Of the 15 Scope 3 categories defined by the GHG Protocol, nine additional categories beyond our SECR reporting are relevant to Motorpoint. Emissions were calculated using the best available data and accepted methodologies, with particular focus on products sold. Less material categories were estimated using recognised industry data. | Motorpoint Scope 3 emissions | | FY26 | FY25 | | --- | --- | --- | --- | | Category 1 | Purchased Goods and Services | 12,714 | 12,581 | | Category 2 | Capital Goods | 2,379 | 1,346 | | Category 3 | Fuel and Energy | 733 | 417 | | Category 4 | Upstream Transportation | 8,531 | 8,116 | | Category 5 | Waste | 151 | 133 | | Category 6 | Business Travel | 184 | 99 | | Category 7 | Employee Commute | 482 | 502 | | Category 8 | Upstream Leased Assets | N/A | N/A | | Category 9 | Downstream Transportation | 260 | 278 | | Category 10 | Processing of Sold Products | N/A | N/A | | Category 11 | Use of Sold Products | 600,423 | 587,157 | | Category 12 | End of Life Treatment of Products | N/A | N/A | | Category 13 | Downstream Leased Assets | N/A | N/A | | Category 14 | Franchises | N/A | N/A | | Category 15 | Investments | N/A | N/A | | **Total Scope 3** | | **625,857** | **610,629** | | **Total Scope 1, Scope 2 and Scope 3 emissions** | | **628,336** | **613,352** | Strategic Report Governance Financial Statements 21 --- ## Environmental, Social and Governance (ESG) continued ### Social **From the very beginning, Motorpoint has been a people focused business – and our team members have always been at the heart of our business model and our Virtuous Circle.** We have always stood up to be the Car Buyer's Champion, making sure our customers can buy a quality nearly new car with no hassle from a trusted business that does things in the right way. There are also the communities that we work within, which are important to us. Wherever we do business, we want to bring high quality employment to the community through our team members and their families, but more than that we want to be a positive force for good, helping those less fortunate, supporting those starting out in life, facilitating opportunities and generally making sure that wherever we trade, the community is a better place for having Motorpoint nearby. ### Our people Our people have always been the heart of our business. Our achievements this year can be attributed to our talented teams, who worked in line with our values and demonstrated high levels of resilience. Our people have made sure that our customers have continued to receive industry leading service as demonstrated by Trustpilot; our preparation teams have looked after thousands of cars, ensuring that there's no car like a Motorpoint car; and at Head Office, our teams have supported the wider business and embedded key processes, and embraced technology, to enable our operational teams to deliver a seamless customer experience. Our approach to developing a high performing and inclusive culture is achieved through a number of initiatives and is explained on the following pages. ### Our values #### We are proud We are proud of what we do, how we do it, and the people who make it happen – we stand out from the crowd and are proud to work as part of Team Motorpoint. #### We are supportive We have a One Team ethos and understand that together we achieve more. We are a united team focused on a common goal and vision, and will always help our customers and colleagues alike #drivingdreams®. #### We are happy We enjoy what we do and we show it – a smile is contagious, and our teams wear them naturally with pride. A happy team makes for a better working environment, which in turn translates to a great customer experience. #### We are honest We speak the truth and give honest feedback at all times; this applies to our teams, investors and customers. Courage and honesty are the vehicles for positive change, and Team Motorpoint has embraced this. #### We do all of this together We are equal parts of the whole, and we are stronger together. Our values have been in place since 2018 and they continue to be a true reflection of how we work together at Motorpoint. Our Leadership Behaviours scheme demonstrates to leaders at all levels across the business what good leadership looks like at Motorpoint and what we, and our team members, expect from a Motorpoint leader. These have been embedded across our processes to bring them to life and make sure that we keep these front of mind. #### Health and safety The Board recognises that the highest levels of safety are required in order to protect our employees and customers. The Board believes that all incidents and injuries are preventable, and that all employees have the right to expect to return home safely at the end of every working day. The Board requires that the Group systematically manages its health and safety hazards, sets objectives and monitors progress by regular measurement, audit and review. Regular health and safety summaries are prepared and shared with the Board. ### Promotions **138** compared to 88 in FY25 ### Long Service Awards **78** spread across 5, 10, 15 and 20 years' service awards ### Employee engagement rating **78%** ### Team members **867** THE SUNDAY TIMES **Best Places to Work 2026** BIG ORGANISATION ![img-24.jpeg](img-24.jpeg) Strategic Report Governance Financial Statements 22 --- ## Environmental, Social and Governance (ESG) continued Managers and supervisors across all levels in the Group are responsible for managing the health and safety of their teams as part of promoting and embracing a positive health and safety culture. The Board emphasises the importance of individual responsibility for health and safety at all levels of the organisation, and expects team members to report potential hazards, to be involved in implementing solutions and to adhere to rules, procedures and Group policies. A key element in the continuous improvement of health and safety management is sharing best practice and lessons learnt from incidents across the Group and the wider industry. Accidents, incidents and near misses are investigated, with actions generated to prevent recurrence. To embed health and safety practices in the wider workforce, we ensure that all our employees receive health and safety training modules as part of a two year training cycle. Completion is monitored centrally and late completers are notified to their line manager on a monthly basis. ### Diversity, Equity and Inclusion It is important to us that all of our team members are proud to work at Motorpoint. To enable this, we want to make sure that there is respect for difference and there is true inclusion at every level of our workforce, and for our customers. The Company has a DEI policy for employees, which sets out the Company's commitments to creating a positive and inclusive environment where everyone can learn, grow and succeed. We recognise that Diversity, Equity and Inclusion is a key enabler to achieving our strategic goals. Supportive is one of our key values and we want to ensure that our female team members feel supported throughout their journey with us. We have created support channels and networks through our internal communication tools, specifically a 'Women's Health' channel to provide a safe space to discuss key health and wellbeing issues women may face, such as the menopause. The aim of this is to remove the associated stigmas and facilitate support and guidance from peers. These forums are open to all team members regardless of gender and offer education and support in order to accelerate positive change. As part of this we have signed the Wellbeing for Women Menopause Workplace Pledge and take positive action to make sure everyone going through the menopause is supported. Our approach to equity and inclusion remains high on our strategic agenda and we are proud to have an established ESG Committee. This Committee is accountable for all areas of Social Governance and is made up of key leaders in our business including our Chief Executive Officer, Chief Financial Officer and a number of employee representatives from the across the business. The Chair of the Board's ESG Committee meets with this committee every quarter. ### Our approach to Diversity, Equity, and Inclusion Our Diversity, Equity and Inclusion strategy comprises of five core commitments: #### Our commitments 1. As a Senior Leadership Team, we will lead by example 2. We will create an inclusive culture 3. We will attract, retain and develop a diverse Motorpoint team 4. We will create more diverse voices around the senior leadership table 5. We will create more customer and community connectivity **“Our approach to equity and inclusion remains high on our strategic agenda and we are proud to have an established ESG committee.”** ### Measuring the impact of our commitments to Diversity, Equity and Inclusion To ensure that we can measure the progress and impact of our Diversity, Equity and Inclusion strategy, we collate key data from our new team members when they join the business. All team members are asked about their sexual orientation, ethnic background and any disabilities as part of their onboarding journey. We also collated this information from all of our existing team members. People are given the option as to whether they wish to partake or not. This means that we can appropriately measure the impact of key initiatives through employee engagement surveys. With respect to recruitment, we have anonymised all CVs on our applicant tracking system to remove any demographic data, such as gender, age, sex or ethnicity, to ensure that all candidates are assessed solely on their skills, qualifications and experience. Strategic Report Governance Financial Statements 23 --- ## Environmental, Social and Governance (ESG) continued ### Gender Pay Gap The Gender Pay Gap is the difference between the average pay of men compared to the average pay of women and is expressed as a percentage difference. In calculating these figures, the mean figure is a sum of the hourly pay rates for all women in the organisation divided by the total number of women. We then repeat the process for men and the pay gap is the difference between the two. The median gap is calculated by listing the hourly pay rates for each of the two groups and taking the middle amount (the median). We then subtract the median figure for the women's group from the men's, divide it by the men's median hourly pay rate and multiply by 100 to get the percentage. | | Mean | Median | | --- | --- | --- | | Total Pay Gap | (7.12)% | 3.18% | | Salary Pay Gap | (17.81)% | (0.15)% | | Bonus Pay Gap | 118.52% | (9.91)% | We are pleased to report that our Gender Pay Gap has reduced significantly over the years. This is attributed to a significant increase in female representation across senior, higher paying roles in the business, such as General Sales Manager, technical specialist and senior leadership roles (including board members). This is also evident when we review our salary only data where we see a more positive sway towards females with a 17.81% gap, which means that, at the midpoint of earnings, women are paid more per hour than men. There is a continued perception that the motor trade is a male orientated industry and at Motorpoint we have found that this, alongside the lack of female representation in our commission based roles and a low female to male ratio in our upper quartile are the reasons why we have seen a gender pay gap in previous years. Although female representation in our higher quartiles has reduced, we are also mindful that due to the environmental pressures in the industry our Sales commission payments reduced during 2025, which may have influenced a temporary positive pay gap. The bonus pay gap which we have reported can be related to the gender split across the quartiles, especially in the upper and upper middle quartiles, where bonus is relative to base salary and where fewer females occupy the highest earning roles. ### Gender mix | | Male | Female | Male % | Female % | | --- | --- | --- | --- | --- | | Senior Leadership | 7 | 4 | 63.64% | 36.36% | | Leadership | 26 | 4 | 86.67% | 13.33% | | Manager | 70 | 34 | 67.31% | 32.69% | | Team member | 510 | 137 | 78.83% | 21.17% | | All employees | 613 | 179 | 77.40% | 22.60% | The Gender mix table sets out our gender breakdown at various levels in the Company, including the breakdown for all employees, based on the 792 individuals employed as at 5 April 2025, the date at which the Gender Pay Gap was assessed. Details of our diversity at Board level, including gender, can be found in the Nomination Committee report on page 64. ### Listening to our employees Employee voices are important to us and we run engagement surveys regularly. This year, we ran our BeHonest Survey in January 2026, and we also ran a pulse survey in October 2025. In addition, we have continued to improve engagement on the newly introduced Viva Engage internal communication system. Our CEO is keen to hear feedback from all levels across the business and regularly holds 'Happy Hour' sessions, whereby team members can attend to ask questions and discuss areas for improvement across the business. The Senior Leadership Team (SLT) spend a significant amount of time in stores speaking to team members at all levels. They hold regular 'Ask me Anything' listening sessions obtaining feedback from team members face to face in our stores and preparation sites across the country, helping us understand the issues faced and driving action to make improvements to our team member experience. Our People Strategy Plan for FY27 has been developed to take into account the feedback received from team members and focuses on the three core areas of wellbeing, talent and engagement. ![img-25.jpeg](img-25.jpeg) 24 Strategic Report Governance Financial Statements --- ## Environmental, Social and Governance (ESG) continued ### Learning and Development (L&D) Our team members are the start of our Virtuous Circle. We ensure that all team members are equipped with the skills and knowledge to perform their roles to the best of their ability to enable us to deliver an outstanding customer experience. At Motorpoint, we ensure that our L&D strategy provides an equitable opportunity for our team to develop and ultimately progress in their careers, including the introduction of the General Store Manager Programme. Alongside this, we offer a number of personal development courses for our teams to enhance their skills, not only in the workplace but also in their lives. We regularly review and refresh the content of our Learning Management System to ensure that our teams have access to up to date e-learning courses that they can access at a time to suit them. We also support the development of our leadership teams throughout the year. All of our leadership teams have had access to one to one coaching and mentoring, which has helped to develop a core bench of talent for succession. We are also increasing our focus on apprenticeships and early careers. In a world where vehicle maintenance and preparation skills are in short supply, we see this as a key part of our strategy to build a leading team. This focus extends across the business, and we have seen significant success of our apprenticeship schemes within HR, Finance and our administration teams. ### Wellbeing The wellbeing of our team members has always been important to us at Motorpoint. We have invested in mental health first aid training and have made it compulsory for all managers in the business to be trained, as well as training further team members in each of our sites to be able to offer support locally when needed. Our One Big Dream scheme gives the gift of time and flexibility, and allows an individual to take time out, once a month, fully paid, to do something that matters to them. In FY26, we offered over 18,500 hours of additional paid time off as part of this scheme. This benefit has received immensely positive feedback and has been used across an array of activities. The diversity of people's selection demonstrates just how important it is to apply the flexibility to our employee benefits in order to have a real impact on personal wellbeing. We also give extra leave for birthdays, moving house and getting married. We continue to partner with Sovereign Healthcare to provide a 24 hour employee assistance programme for our team members. This provides a counselling hotline for team members with issues across a wide range of subjects that may be impacting their lives and gives potential access to face to face counselling if required. We also provide financial support via Sovereign Healthcare to all team members for key health treatment, including optical support, physical therapy and dental care. To further support our team, we have also partnered with Retail Trust, who have been caring for and protecting the lives of people working in retail for a number of years. Retail Trust offers a dedicated wellbeing helpline, and financial aid is also available through the Retail Trust to support those facing the challenge of financial hardship due to a range of circumstances. Our benefits platform, My M.O.T. (Motorpoint Offers and Treats), provides our team members with access to a wealth of information and practical resources to assist them with financial and physical wellbeing. The platform also provides team members with discounts for hundreds of retailers. Of course, one of the best ways to ensure our team members' wellbeing is to provide high quality jobs that reward people well, providing fulfilling and enjoyable work in a supported environment with high quality leadership. This provides opportunities to grow and develop personally and professionally, and that brings us all the way back to the Virtuous Circle and our Motorpoint values. Strategic Report Governance Financial Statements ![img-26.jpeg](img-26.jpeg) 25 --- ## Environmental, Social and Governance (ESG) continued ### Governance **Our governance extends beyond conventional governance frameworks, providing visibility and accountability to stakeholders over ensuring businesses have sustainable practices to drive long term value creation. We are committed to ensuring that our practices are both appropriate and sustainable in today's fast evolving business landscape.** #### Whistleblowing We operate a confidential whistleblowing hotline, which is available for all of our team and our suppliers, to give them the opportunity to raise any issues about dishonesty or malpractice within Motorpoint. The results of which are independently collated and submitted to the Risk and Compliance Committee. The Company Secretary reports regularly to the Audit Committee and the Board on whistleblowing matters. #### Anti bribery and corruption Motorpoint has a zero tolerance policy in respect of bribery and corruption and our anti bribery policies and anti money laundering policies are routinely communicated to all team members. This extends to all business dealings and transactions, and includes a prohibition on offering or receiving inappropriate gifts or making undue payments to influence the outcome of business dealings. Employees are required to disclose offers of gifts, hospitality or other incentives with a value of more than £100. All employees receive communication of the relevant policies as part of the onboarding process and new versions are sent out if updated. The Group does not make political donations. #### Treating Customers Fairly Treating Customers Fairly (TCF) is a regulatory requirement and applies to all regulated firms in the conduct of their business. The Financial Conduct Authority (FCA) regards fair treatment of customers by firms as a key part of FCA regulation in the retail market. TCF is a core foundation of delivering our retail proposition of Choice, Value and Quality, and is thereby fundamental to delivering long term business value. To this end, the Board has reviewed and maintained our Treating Customers Fairly and Vulnerable Customers policies. Through concerted focus, TCF has become an integral part of the culture and is subject to frequent and rigorous scrutiny within all forums that consider, inter alia, customer facing processes, employee remuneration, and product selection. We are committed to delivering the best possible service to our customers, with objectives across the business reflecting this aim. In particular, the following business areas are under constant review to ensure alignment with Motorpoint's business model, customer requirements and the regulatory environment: - marketing practices, including promotional material - sales processes, whether on site, via the contact centre or digital - customer communications - record keeping - complaints handling A review and reporting environment has been developed to ensure that Motorpoint's high expectations are met, and that all systems, people and processes are supported to achieve our TCF objectives, including via: - qualitative quality controls, such as aftersale customer interviews and mystery shops - quantitative quality controls, such as cancellation rates for products within their cooling off period - ongoing training and support for our team, including personalised and scheduled refresher training #### Commission Disclosure In March 2026 the Financial Conduct Authority (FCA) announced details of the compensation programme for its consumer redress scheme, which impacted lenders, and not dealers. Since the previous FCA rulings, the Group altered its selling processes to comply with new requirements from its lenders, which includes upfront full commission disclosure. Following this change there has been no material change in finance take up among our customers. The Group is not directly involved in the selling of finance products to consumers; instead, it refers consumers to third parties who administer and are responsible for the finance product themselves. #### Human rights Motorpoint conducts business in an ethical manner and adheres to policies which support recognised human rights principles. We continue to address the risks of modern slavery and human trafficking, with the Board debating and adopting the annual Anti Slavery Statement and raising awareness of the risks across the business. We work with our suppliers to protect workers from abuse or exploitation by communicating to them the terms of our Anti Slavery Statement and requesting their adherence to our policy. A statement of the Group's compliance with the Modern Slavery Act 2015 can be found on the Group's website at www.motorpoint.co.uk Strategic Report Governance Financial Statements 26 --- ## Environmental, Social and Governance (ESG) continued ### The Consumer Duty The Consumer Duty is a suite of regulations introduced by the FCA that sets a higher standard for the treatment of consumers using financial services and products. The duty requires firms to put their consumers' interests first, making it easier for them to make decisions in their best interests and receive good outcomes. The duty sets an overarching principle, cross cutting rules and requires implementation across four key outcomes. Opposite is an outline of the duty and a description of how Motorpoint governs its ongoing compliance with the duty. | Area | Description | Motorpoint Governance | | --- | --- | --- | | **The Consumer Principle** | This is the overarching principle that defines the purpose of all of the Consumer Duty regulation, that 'firms must act to deliver good outcomes for retail customers.' | Motorpoint has a specific working group covering all aspects of the duty. | | **The Cross Cutting Rules** | 1. 'Acting in good faith' (e.g. not taking advantage of any lack of knowledge on the consumer's part). 2. 'Avoiding foreseeable harm' (e.g. performing affordability checks prior to application). 3. 'Supporting consumers in achieving their financial objectives' (e.g. providing a straightforward method of cancelling a product should it be in the customer's interest to do so). | Governance is aligned with the cross cutting rules of the consumer duty. This included a process mapping exercise ensuring complete coverage of the legislation. | | **The Four Outcomes** | **Product and services:** The actions required for this outcome will differ depending on the firm's status as a manufacturer, co-manufacturer, or distributor. Overall, it requires firms to work to ensure the products and services they offer are right for the end consumer and consider any vulnerabilities their target market may have that can be accounted for. **Price and value:** Firms should focus on the fair pricing of their products and offering value for money. Firms should review commission arrangements and for example, ensure they do not encourage the sale of products that are not in the consumer's interest. **Consumer understanding:** The FCA feels the consumer is often placed at a disadvantage due to a lack of knowledge about the products or services a firm is selling, while the firm has a greater understanding. This outcome serves to make firms address this imbalance to allow consumers to make informed decisions. This could take the form of providing further information in an easily digestible and accessible way when it is most relevant to the consumer. **Consumer support:** This outcome includes the numerous ways in which firms act to communicate with consumers and provide their services. There should be straightforward processes. The key message from the FCA here is that it should not be any more difficult to cancel, switch or complain about a product than it is to purchase it initially. | A full review of the customer journey has taken place to ensure all four outcomes are appropriately in line with the legislation. The customer journey remains under constant review and a governance structure is in place that ensures continued compliance with the legislation. Motorpoint has worked closely with its product suppliers (lenders) for regulated consumer products and ensured that the findings from the lenders in respect of the Consumer Duty were included within our customer journey governance. | Strategic Report Governance Financial Statements 27 --- ## Task Force on Climate related Financial Disclosures (TCFD) **We continue to disclose in line with the 11 TCFD recommendations, the UK Listing Rules and the all-sector and metrics, targets and transition plan guidance. Climate change remains a significant global challenge. We recognise our role in reducing emissions and supporting the industry's transition.** The UK Government plans to end the sale of new petrol and diesel cars by 2035, which will affect our value chain. We monitor climate risks and opportunities across our operations, physical locations and supply chain. Our disclosures cover Motorpoint and Auction4Cars.com. ### Governance pillar #### a) Describe the Board's oversight of climate related risks and opportunities ##### Board of Directors The Board of Directors is responsible for the oversight of our climate related risks and opportunities impacting the Group. The Board met eight times in FY26 and considered climate matters as part of strategy, risk, financial planning and capital allocation. The key areas reviewed included: | **Climate related risk register** | CFO, Chris Morgan, owns the Climate related risk register. With oversight of climate risks and opportunities through the Risk and Compliance Committee. | | --- | --- | | **Annual budgets and strategic planning** | Climate matters inform business decisions, including investment in electric charging, solar infrastructure and energy efficient store design. | | **Flooding risk** | The Board reviewed the location of potential new stores and considered location-specific vulnerabilities, including flood risk assessments. | | **Metrics and targets** | The Board approved final metrics for Scope 1, 2 and business travel emissions, including the metric linked to executive remuneration. The Board also reviewed Scope 3 reporting. | The Board is supported by three principal committees: ##### Audit Committee The Audit Committee oversees the risks facing the organisation, including climate change. The Audit Committee reviewed the FY26 TCFD disclosure and related ESG oversight. ##### Executive Risk and Compliance Committee (Risk Committee) Identifies, manages and assesses climate related risks, with quarterly emerging risk reviews and annual principal risk assessments. Climate change forms part of the Business resilience and climate change principal risk. ##### Environmental, Social and Governance Committee (ESG Committee) The ESG Committee reviews our environmental sustainability strategy. Its work includes oversight of carbon emissions across Scope 1, 2 and 3, the climate transition plan and progress against targets. The Committee also considers ESOS action plans and assesses internal and external resourcing needed to deliver our ESG objectives. The Remuneration Committee oversees remuneration measures linked to climate performance. Executive targets relate to reducing the intensity of Scope 1 and 2 emissions compared with the prior year. The Board has the skills required to oversee climate matters. The Chair of the ESG Committee provides additional expertise. Strategic Report Governance Financial Statements 28 --- Strategic Report Governance Financial Statements ## Task Force on Climate related Financial Disclosures (TCFD) continued ### b) Describe management's role in assessing and managing climate related risks and opportunities Management implements the Group's climate strategy and manages day-to-day climate-related risks and opportunities. The CFO owns the sustainability strategy and climate risk register, supported by the Head of Risk and external consultants to measure and report Scope 1, 2 and 3 emissions. The finance team assesses the financial impacts of climate-related risks and opportunities. Operational managers at stores, the preparation centre and head office oversee environmental data and performance against targets. Data analytics tools provide heat maps of energy usage and automated notifications for unusual usage. Store managers track energy, water and waste through a league table and have performance targets linked to energy reduction. All functions apply the risk management framework, including climate-related risks. Management implements mitigation actions and reports to the Risk and Compliance Committee. Operations supported the development of emergency response plans. Our climate strategy focuses on reducing our carbon footprint, managing risks within our risk appetite and maximising opportunities across the Group. ### Strategy pillar #### a) Describe the climate related risks and opportunities the organisation has identified over the short, medium and long term The risk management pillar explains the process undertaken to identify climate related risks and opportunities across short, medium and long term time horizons. | **Short term** | Next three years (2029) | The short term period impacts our immediate business strategy and financial planning. | | --- | --- | --- | | **Medium term** | 2029 to 2035 | The medium term period covers our medium term strategy including targets for the 2030 estate. We expect there to be a significant adoption of electric vehicles (EVs) over this period due to the zero emission vehicle mandate. | | **Long term** | Beyond 2035 | The long term period includes our longer term carbon reduction target date. As we offer nearly new cars, a significant amount of our sales will be from EV beyond 2035. | We apply consistent risk grading across the Group. The minimum risk recognition limit for a low risk is a greater than 0% chance of crystallising and an impact of at least 2% on key financial targets specific to the risk, with the threshold for medium and high rated risks increasing progressively from this baseline. We use dynamic risk scoring that considers likelihood and impact before mitigations. We have assessed transition and physical risks under two climate scenarios: - Net zero emissions by 2050 (NZE): a below 2°C scenario. - Stated Policies Scenario (STEPS): warming is expected to exceed 2°C. As shown on the table on page 32, we have modelled a range of Representative Concentration Pathways (RCPs) to understand our exposure to physical climate risks, including RCP 2.6, 4.5 and 6.0. 29 --- Strategic Report Governance Financial Statements ### Task Force on Climate related Financial Disclosures (TCFD) continued | Risk | Risk area | Climate scenario with greatest impact | Risk description | Dynamic risk scoring | | | | --- | --- | --- | --- | --- | --- | --- | | | | | | Short | Medium | Long | | **Transition** | Policy and legal | NZE | Risk of higher taxes and policy measures (energy, fuel, EV mandates, carbon tax) increasing operational costs. | → | → | ↓ | | | Technology and market risks | NZE | Higher electricity demand and costs to support EV charging at sites, especially if reliant on the national grid. | ↓ | ↑ | → | | | Technology and market risks | NZE | Need to purchase offsets or adjust product mix where net zero cannot be reached for certain Scope 3 categories. | ↓ | → | → | | | Reputational risks | NZE | Loss of confidence if we do not respond effectively to climate concerns, affecting sales and talent attraction. | → | ↓ | ↓ | | **Physical risks** | Acute risks | STEPS | Action by climate groups disrupting operations due to perceived impact of private vehicles. | → | ↓ | ↓ | | | | All climate scenarios | Flood and extreme weather damage to sites and inventory, plus higher insurance costs. | → | → | → | | | | All climate scenarios | Extreme weather disrupting logistics and slowing car movements. | → | → | → | | | | STEPS | Competition for land and higher due diligence and flood mitigation costs for new sites. | ↓ | → | → | | | Chronic risk | All climate scenarios | Material rise in sea levels leading to changes in the UK landscape and potential site relocation or supply chain changes. | ↓ | → | ↑ | Key for risk scoring: ↑ High ↓ Low → Medium 30 --- Strategic Report Governance Financial Statements ## Task Force on Climate related Financial Disclosures (TCFD) continued ### Opportunities | Area | Opportunity | Time horizon | Relative impact | | --- | --- | --- | --- | | **Competition and market** | Gain market share by leading on zero emission vehicles, supported by a diversified acquisition strategy and investment in green skills. | Medium term | Medium | | **Supply chain** | Reduce energy and carbon use through a more efficient and sustainable logistics fleet. | Medium term | Medium | | **Brand** | Build reputational advantage from achieving our ESG strategy and accessing sustainability linked finance. | Medium term | Low | | **Locations** | Increase use of renewable energy and improve efficiency through targeted investments in our estate. | Long term | Medium | #### b) Describe the impact of climate related risks and opportunities on the organisation's business, strategy, and financial planning We assessed future cash flows under several climate scenarios to inform our financial planning. This work ensured climate related risks were included in our impairment reviews. The findings are set out in section c). The scenarios did not indicate any significant risk of impairment to our operating model assets, and we identified no short term indicators of impairment. There is no current impact on access to capital or on investment in research and development. Our strategy focuses on improving the energy efficiency of our estate and supporting the shift to lower emission vehicles. During FY26, we continued to engage with landlords to assess solar installations at our sites. We have also assessed the electrical capacity across our sites and the cost of increasing this capacity to meet the demand of EVs. #### c) Describe the resilience of the organisation's strategy, taking into consideration different climate related scenarios, including a 2°C or lower scenario ##### Approach to scenario analysis We have considered different climate related scenarios, including a 2°C or lower scenario, to assess the resilience of our strategy. We have used a combination of data sources to make this assessment, including the International Energy Agency (IEA) scenarios' net zero emissions by 2050, stated policies, and our target operating model for 2030. 31 --- Strategic Report Governance Financial Statements ## Task Force on Climate related Financial Disclosures (TCFD) continued | | Net zero emissions by 2050 (NZE) | Stated Policies Scenario (STEPS) | | --- | --- | --- | | **Description of scenario** | Sets a pathway for the global energy sector to achieve net zero CO_{2} emissions by 2050. It assumes policy and market changes that restrict global emissions. Action may be early or delayed, affecting the shape of the transition. | Reflects current policy settings. Under this scenario, temperature increases are expected to exceed 2°C, leading to more severe physical climate impacts and fewer additional policy actions by governments. | | **Data sources used** | We use the IEA World Energy Outlook for NZE and STEPS to understand energy transitions and electricity costs. Traded carbon values come from the Department for Energy Security and Net Zero (DESNZ). For physical risks, we use Climate Impact Explorer, focusing on flood risk and land fraction exposed to river floods and surface run off, and we consider RCP 2.6, 4.5 and 6.0. We model insurance cost increases using data from the Derby flood event and scenario results. We use Climate Central data on sea level rise, including the Current Trajectory and Deep and Rapid Cuts scenarios. | | | **Risks modelled** | We have modelled the following risks or opportunities across all scenarios: • Increase sales of EVs: projections from the Net Zero Emission mandate and age profile of our vehicles • Policy changes for a carbon price on all Scope 1 and 2 carbon emissions: using carbon price and a modelled carbon reduction pathway and voluntary offsetting for residual Scope 3 emissions • Physical climate risk increases insurance costs: Modelled increase in insurance costs | | ### Net zero emissions by 2050 (NZE) Under NZE there is a higher risk of taxation and other policy measures as the Government seeks to meet climate commitments. We assume a universal carbon price on Scope 1 and 2 emissions. These costs are expected to rise but are not material even without mitigations. We continue to reduce operational emissions, by 5.5% this year, on an intensity basis through site based actions and improved monitoring. This includes measures such as increased control over electricity and the usage of fuel cards and fuel tanks at sites. We assume that emissions from sold internal combustion engine vehicles will need to be offset or reduced to zero. By 2035, we expect a higher proportion of sales to be zero emission vehicles. We have modelled a carbon price on internal combustion engine vehicles within our Scope 3 footprint. We expect higher carbon costs under NZE. However, the modelling indicates that our business remains resilient, helped by investments in energy efficiency, solar and improved monitoring of site level emissions data. Physical damage to stores and preparation centres remains a risk even under NZE. In the medium term, flood and sea level exposure is lower, but by 2050 at least five sites are expected to have higher flood risk. We have assumed higher insurance costs and we have business continuity plans for higher risk sites, including diversion of sales to nearby locations. ### Stated Policies Scenario (STEPS) Under STEPS we expect lower transition risks in the short and medium term. Carbon costs would likely arise from voluntary action rather than a universal carbon tax. Government targets for new zero emission vehicle sales may not be met, reducing availability of these vehicles and increasing Scope 3 emissions from vehicles sold. Physical risks are greater under STEPS. Although modelling assumes the Group can continue to operate, models may not reflect all physical Climate tipping points. Flood and sea level risks increase over time. By 2030 these risks remain lower. By 2050, under RCP 6.0, 17 locations may face higher surface run off risk, and three sites face higher sea level rise risk. We have business continuity plans and continue to review estate exposure to physical risks. 32 --- ## Task Force on Climate related Financial Disclosures (TCFD) continued ### Risk management pillar During the year, the Board discussed climate change and the risks and opportunities from the transition to a lower carbon economy and from physical climate impacts. These risks were reviewed by the Risk and Compliance Committee and the Audit Committee. #### a) Describe the organisation's processes for identifying and assessing climate related risks We identify and assess climate related risks using the Group risk management framework set out on page 39. Climate risks are identified through horizon scanning of regulation, external studies such as the UK Government Climate Risk Assessment, and links to the Group strategy. The Risk and Compliance Committee reviews climate risks each quarter. Climate risks form part of the Group's emerging risk process, which draws on function level registers. The ESG Committee also meets quarterly and provides expertise to support the identification and assessment of climate related risks. We maintain a separate climate risk register. This is reviewed as part of the annual TCFD process and updated for the results of scenario analysis. All climate related risks and opportunities are mapped to the relevant principal risks. The register also captures emerging risks and risks no longer considered material. #### b) Describe the organisation's processes for managing climate related risks We manage climate risks in line with the Group's risk appetite and target risk levels. Where a climate risk exceeds the minimum threshold for recognition and is outside appetite, we agree actions to reduce exposure. The ESG Committee oversees delivery of the ESG strategy and carbon reduction targets. The finance function monitors environmental data with support from external consultants. All climate related risks in the climate risk register link to the Group's principal risks, which have defined controls and mitigating activities held within the principal risks and uncertainties database. Business resilience and climate change is one of the principal risks. #### c) Describe how processes for identifying, assessing, and managing climate related risks are integrated into the organisation's overall risk management Climate related risks are integrated into the Group's overall risk management processes. Although the wider risk framework applies a three year minimum horizon, the climate risk register also considers medium and long term time periods. Risk measurement and assessment follow the criteria in the risk management framework. Function level risk registers were updated during the year to reflect new and emerging climate related risks. Clear escalation routes ensure that material risks reach the Risk and Compliance Committee. Strategic Report Governance Financial Statements 33 --- Strategic Report Governance Financial Statements ## Task Force on Climate related Financial Disclosures (TCFD) continued ### Metrics and targets We use metrics and targets to measure our environmental impact and to monitor climate related risks and opportunities. #### a) Disclose the metrics used by the organisation to assess climate related risks and opportunities in line with its strategy and risk management process We monitor climate related metrics in line with our strategy and risk management process (see risk management pillar). The ESG Committee oversees the metrics and targets each quarter. The finance function manages the data with support from external consultants. The Executive Directors' annual bonus includes a 6.7% weighting linked to a reduction in Scope 1 and 2 emissions compared with the previous year. | Risk or opportunity | Metric | Use | | --- | --- | --- | | **Risk:** Increased costs from increased energy usage at sites due to EVs | GHG emissions (Scope 1 and 2) as disclosed in the SECR | Key Performance Indicator disclosed in the SECR ➤ See page 21 | | **Opportunity:** More sustainable estate through renewable energy and efficiency measures | Intensity Ratio as disclosed in the SECR | Key Performance Indicator disclosed in the SECR ➤ See page 21 | | **Risk:** Potential reliance on offsetting for certain Scope 3 categories | Absolute Scope 3 emissions | External reporting on Scope 3 emissions ➤ See page 21 | | **Risk:** Exposure to extreme weather events | Insurance premiums | Internal Key Risk Indicator | | **Opportunity:** Growth in zero emission vehicle sales achieved through a diversified product acquisition strategy | Market share of nearly new zero emission vehicles | Internal Key Performance Indicator supporting transition opportunities | Additional environmental metrics, including waste, are included in our Environment report. #### b) Disclose Scope 1, Scope 2 and, if appropriate, Scope 3 greenhouse gas (GHG) emissions and the related risks The Scope 1, 2 and Scope 3 greenhouse gas (GHG) emissions are included in the SECR disclosure on page 21. The methodology used to calculate the greenhouse gas emissions is aligned to the GHG Protocol and is included in the SECR disclosure. We have not obtained limited assurance over our Scope 1 and 2 greenhouse gas emissions. | | FY26 | FY25 | % | | --- | --- | --- | --- | | Total Scope 1 and 2, Business Travel (tCO_{2}e) | 2,663 | 2,822 | (5.6)% | | Intensity ratio – Total Scopes 1 and 2, Business Travel (tCO_{2}e/Floor Area – sq ft) | 0.00312 | 0.00330 | (5.5)% | | Intensity ratio – Total Scopes 1 and 2, Business Travel (tCO_{2}e/Retail Units) | 0.0412 | – | – | We achieved our ambitious target to reduce emissions on an intensity basis of 5% a year, achieving a 5.5% reduction. Energy reductions were supported by electricity usage savings and stricter fuel management at sites, resulting in lower fuel usage. Emissions from business travel has increased during the year, reflecting higher levels of business activity. This year, we have also added an additional metric of intensity ratio by retail units. This is to help us consider that each additional vehicle sold requires additional energy use within our preparation facilities. We have reported on nine additional areas not in our SECR reported emissions that are relevant to our value chain. | | FY26 | FY25 | % | | --- | --- | --- | --- | | Total Scope 3 | 625,857 | 610,629 | 2.5% | 34 --- Strategic Report Governance Financial Statements ## Task Force on Climate related Financial Disclosures (TCFD) continued ### c) Describe the targets used by the organisation to manage climate related risks and opportunities and performance against targets We developed our detailed climate transition plan in FY25, aligned with TCFD and the Paris Agreement, to support the Government's net zero target for 2050. The plan models emissions to 2050 using the scenarios described in the strategy pillar. We rebased our targets on FY25 actuals to support consistent tracking. Our primary target is to reduce Scope 1 and 2 emissions intensity each year. This measure accounts for estate growth and reflects increased energy demand from EV charging services. EV charging is already in place at our sites, with further investment included in our capital expenditure plans. We do not expect a material impact on the financial statements as energy savings are expected to offset implementation costs. Scope 3 emissions represent 99.6% of our footprint. Our ability to reduce these emissions depends on vehicle manufacturers meeting the UK Government's Zero Emission Vehicle mandate, which requires all new vehicles sold to be zero emission by 2035. Our transition plan includes a five year lag to reflect the time before these vehicles enter the used market. We continue to work with stakeholders across the value chain to address Scope 3 emissions. | Strategic ambition | Target date | Progress achieved at March 2026 | Measures | Key assumptions and dependencies | | --- | --- | --- | --- | --- | | Reduce Scope 1 and 2 and business travel emissions intensity | Year on year | Achieved 5.5% (2025: 4.9%) | Total Scope 1 and 2, Business Travel (tCO_{2}e/Floor Area – sq ft) | The grid continues to decarbonise and increase the availability of clean energy. | | Send less than 1% of waste to landfill | Ongoing | Achieved 1.0% (2025: 2.5%) | Total waste sent to landfill/Total waste | Waste partners develop methods to recycle/reuse batteries from electric vehicles at a larger scale. | | Reduce Scope 3 carbon intensity per retail vehicle | 2035 | In progress 5.2% (2025: Baseline) | Total Scope 3 category 11 emissions/Retail vehicles sold against a 2025 baseline by 70% | Manufacturers meet their obligations under the UK government ZEV mandate which requires all new vehicles sales to be zero emission by 2035 and 80% by 2030. Motorpoint is only able to source vehicles available in the used market. | | Reduce Scope 3 carbon intensity per retail vehicle | 2040 | In progress 5.2% (2025: Baseline) | Total Scope 3 category 11 emissions/Retail vehicles sold against a 2025 baseline by 100% | | 35 --- Financial review # Record retail volumes deliver profitable growth **Record retail volumes deliver another year of profitable growth, alongside improved metal margins and continued cost discipline.** ![img-27.jpeg](img-27.jpeg) **“Strong retail volume growth of 7.8% achieving a record breaking 64.6k vehicles sold and significantly outperforming the used car market.”** Chief Financial Officer ## Group financial performance headlines We experienced strong retail volume growth of 7.8% achieving a record breaking 64.6k vehicles sold (FY25: 59.9k) and significantly outperformed the used car market. Growth was supported by some easing of economic headwinds and acceleration of our strategic plans. Revenue increased by 8.1% to £1,268.6m (FY25: £1,173.1m). Gross profit was £98.9m (FY25: £90.8m). Gross margin improved in the year to 7.8% (FY25: 7.7%). We saw record metal margins helped by the expanded use of data and AI. Ancillary product performance was encouraging, although finance commissions continued to be influenced by elevated interest rates. Operating expenses increased by 4.0% to £81.2m (FY25: 78.1m) and included a rise in headcount to keep up with demand driven by the growth in retail sales, and general inflation, along with the full year costs of an additional store. Variable costs were well managed, and resulted in limited expense growth, which was well below that of gross profit. Profit before taxation increased by 82.9% to £7.5m (FY25: £4.1m). Finance costs increased to £10.3m from £9.4m in FY25, reflecting investment in higher stock levels to meet demand. Available cash reduced in FY26 as the business invested in two new store locations for an aggregate gross consideration of £13.1m, offset by the sale and leaseback of our recently renovated Derby site. Cash was also deployed by the share buyback programme, which resulted in a total cash cost of £5.0m in the year, and the purchase of shares to satisfy future Employee Benefit Trust (EBT) obligations of £1.2m. Net debt (excluding lease liabilities) at 31 March 2026 was £8.8m (31 March 2025 Net cash: £6.6m), and this reduction was further influenced by high levels of vehicle purchasing towards the end of the year to satisfy increased demand and maintain momentum into FY27. | | Retail customers | | Wholesale customers | | Total | | | --- | --- | --- | --- | --- | --- | --- | | | FY26 £m | FY25 £m | FY26 £m | FY25 £m | FY26 £m | FY25 £m | | Revenue | 1,130.8 | 1,028.4 | 137.8 | 144.7 | 1,268.6 | 1,173.1 | | Gross profit | 88.4 | 80.0 | 10.5 | 10.8 | 98.9 | 90.8 | Strategic Report Governance Financial Statements 36 --- ## Financial review continued ### Trading performance The Group has two key revenue streams, being (i) vehicles sold to retail customers via the Group's stores, call centre and digital channels, and (ii) vehicles sold to wholesale customers via the Group's Auction4Cars.com website. ### Retail Revenue from retail customers was up 10.0% to £1,130.8m (FY25: £1,028.4m), with 64.6k (FY25: 59.9k) vehicles sold (an increase of 7.8%). Consumer demand improved in FY26 despite an unwelcome return to economic uncertainty at the end of the year, and we benefited from intelligent pricing and an affordable stock mix, along with continued digital enhancements to improve the customer experience, and our new store in Norwich. We commenced selling a small number of vehicles in FY26 on behalf of a third party (0.2k). Gross margin of 7.8% was maintained from the previous year (FY25: 7.8%). This reflected our continued focus on intelligent data led pricing, stock management and a better ancillary product performance. Finance attachment rates have improved but remain below historic levels given elevated interest rates. Ancillary performance was helped by the introduction of new products (such as alloy wheel protection), and improvements to our warranty offer. Retail gross profit per unit increased to £1,368 (FY25: £1,335), reflecting the above improvements, and our average stock profile has improved in the year, with 11.5% reduction in the cost of vehicles sold at a negative margin. These improvements were in part by preparation and transport cost increases. In addition to the effect of inflation, stock mix influenced the costs to prepare. Our 22nd store opening was announced in March 2026, in Leeds, and will be opening this Summer. ### Wholesale Wholesale revenue via Auction4Cars.com, which sells vehicles that have been part exchanged by retail customers, or directly purchased from consumers via our SYC channel, decreased by 4.8% and unit sales of 27.3k were down 1.8% (FY25: 27.8k). The reduction reflects changes to retail age and mileage criteria, with an increased proportion of customer acquired vehicles sold through the retail platform to provide additional choice for value conscious customers. Overall profitability remained at good levels, with profit per unit of £387 (FY25: £388). ### Operating expenses Operating expenses increased from £78.1m in FY25 to £81.2m, and included the full year impact of our Norwich store, general inflation and headcount increases, offset by efficiency savings. Full time equivalent employees increased to 849 at year end from 779 at 1 April 2025, as we cautiously recruited additional team members to satisfy increased demand and expand our preparation capacity to enable in house MOTs and warranty work. Marketing costs were at similar levels to last year (£10.5m versus £10.6m in FY25), but the customer acquisition cost per retail unit dropped to £163 (FY25: £177) as we continue to embrace technology to assess spend returns and become more efficient in our execution. ### Other Income Other income of £0.1m related to a small amount of aftersales warranty revenue. Last year included business interruption insurance receipts from the flood that occurred at the Derby store (FY25: £0.8m). ### Interest The Group's finance expense was £10.3m (FY25: £9.4m); reflecting prevailing interest rates and increased stock holdings throughout the year. Total interest charges on the stocking facilities were £7.5m (FY25: £6.9m). Interest on lease liabilities was £2.1m (FY25: £2.1m) and on banking facilities £0.7m (FY25: £0.4m). ### Taxation The tax charge in the period is for the amount assessable for UK corporation tax in the year net of prior year adjustments and deferred tax credits. The profit in the year resulted in a tax charge of £1.9m (FY25: £0.9m credit), in line with the 25% corporation tax rate. ### Earnings per share Basic and diluted earnings per share were 6.6p (FY25: 3.7p and 3.6p). ### Dividends Two dividends were paid during the period totalling £1.7m (FY25: £Nil); the FY25 final dividend of 1.0p per share, with an associated cash cost of £0.9m (FY25: £Nil) and the FY26 interim dividend of 1.0p per share, with an associated cash cost of £0.8m (FY25: £Nil). Subsequent to the end of the year, and not included in the results for the year, the Directors recommended a final dividend of 1.2p per share (FY25: 1.0p), bringing the total amount payable in respect of the year ended 31 March 2026 to 2.2p (FY25: 1.0p). Subject to approval at the AGM, this will be paid on 31 July 2026, to those on the register at close of business on 3 July 2026 (the record date). ![img-28.jpeg](img-28.jpeg) ### Capital expenditure and disposals Cash capital expenditure increased to £15.4m (FY25: £7.6m). This increase reflected strategic investment in the year. Notable spends included the new store at Leeds, the purchase of further freehold land for development, MOT testing ramps in preparation centres and various tech projects. The only notable disposal was the sale and lease back of the newly renovated Derby store. Strategic Report Governance Financial Statements 37 --- ## Financial review continued ### Balance sheet Net assets at year end reduced from £26.9m to £26.0m. The profitability growth was offset by the impact of the buy back and cancellation of own shares, as well as purchase of shares to satisfy Employee Benefit Trust (EBT) requirements. Working capital was proactively managed, ensuring that stock purchasing was fully maximised through the funding facilities. The Group successfully completed the previously announced buyback programme with 3.0m shares bought back and cancelled at a cost of £5.0m. In addition, 0.8m shares were bought in the year at a cash cost of £1.2m to satisfy future share scheme (EBT) requirements. At the year end, issued share capital comprised 83,619,822 ordinary shares (FY25: 86,619,822). Non current assets were £82.9m (31 March 2025: £70.7m) made up of £22.2m of property, plant and equipment, £56.8m of right of use assets, intangible assets of £2.6m and a deferred tax asset of £1.3m (31 March 2025: £15.4m, £51.0m, £3.0m and £1.3m respectively). The Group owned three freehold sites at year end including the newly announced Leeds store. All other properties are on leases of various lengths. The Group closed the period with £194.1m of inventory, up from £151.4m at 31 March 2025. Days in stock for the year increased to 54 days (FY25: 43 days). The inventory increase reflects a concerted effort to purchase more vehicles to satisfy demand. As at 31 March 2026, the Group had £205.0m (31 March 2025: £165.0m) of stocking finance facilities available of which £145.8m (31 March 2025: £122.4m) was drawn. The £205.0m includes the additional seasonal uplifts with both Lombard North Central Plc (£25.0m) and Black Horse Limited (£15.0m) agreed during the year. These uplifts are available during seasonal peaks in Q3 and Q4 on an annual basis going forward. After the year end, the limit available increased to £210.0m. The Group also has a £25.0m (FY25: £20.0m) facility with Santander UK Plc, split between £6.0m available as an uncommitted overdraft and £19.0m available as a revolving credit facility. The available £14.0m revolving credit facility increases to £19.0m during Q3 and Q4. At 31 March 2026 £14m (31 March 2025: £Nil) was drawn on the facility, with cash and cash equivalents of £5.2m (31 March 2025: £6.6m). During FY26 it was agreed with Santander UK Plc to extend the length of the arrangement by a further year until June 2028 In addition, after this year end, the Group also introduced an additional Property Revolving Credit Facility to a maximum of £10.0m, which will be used to support capital expenditure requirements, notably in relation to new store roll out. This facility expires in June 2028, in line with the existing Santander UK Plc available banking facilities. Trade and other receivables have increased to £17.0m (31 March 2025: £13.4m), due to increased prepayments and a recoverable VAT debtor. Trade and other payables, inclusive of the stock financing facilities, have increased during the year to £192.4m (31 March 2025: £155.2m) mainly reflecting the increased stocking facility utilisation. Total lease liabilities of £63.0m (31 March 2025: £57.4m) reflect the repayments made during the period, and the reassessment of break clauses resulting in extending the estimated terms of some leases. ### Cash flow Net debt (before lease liabilities) at 31 March 2026 was £8.8m (31 March 2025 Net cash: £6.6m) and this was influenced by increased capital expenditure to satisfy strategic requirements, heavy stock buying in March as we built up for the busy Easter period, and the impact of the share buyback programme and purchase of shares for future share scheme requirements. Cash flow generated from operations was £18.7m inflow (FY25: £29.0m inflow) and therefore remains strong. **Our Capital Allocation Policy is aligned to strategy, whilst rewarding shareholders by maximising return through a disciplined deployment of cash generated.** ### Capital allocation The Group's objective when managing working capital is to ensure adequate working capital for all operating activities and liquidity, including comfortable headroom to take advantage of opportunities, or to weather short term downturns. The Group also aims to operate an efficient capital structure to achieve its business plan. Our Capital Allocation Policy is aligned to strategy, whilst rewarding shareholders by maximising return through a disciplined deployment of cash generated. ### Organic Growth and Margin Expansion - Grow retail volumes ahead of used car market, and margins, by investing in new stores, data, brand, technology and new income streams ### Treatment of Excess Capital - The Board is committed to maintaining an efficient balance sheet; its expectation is that excess cash, over and above investment opportunities to support growth, will be returned to shareholders, in the form of share buybacks or dividends ### Acquisitions - Consider only if earnings per share accretive, attractive risk profile and clear industry logic Since March 2024, when the Company recommenced the buyback and cancellation of shares programme, £11.7m (including dividends as well as share buybacks) has been returned to shareholders. A further dividend of 1.2p has been proposed by the Directors at year end, making the full year dividend 2.2p, an increase of 120% on the previous year. **Chris Morgan** **Chief Financial Officer** 10 June 2026 Strategic Report Governance Financial Statements 38 --- Risk management # Our approach to risk management We understand that effective risk management is vital to protecting our business and supporting long term growth. It enables informed decision making and helps us respond confidently to uncertainty. Our approach is grounded in a strong framework and shaped by our values: Happy, Honest, Supportive and Proud. Approach to risk management The Board as a whole is responsible for maintaining a policy of continuous identification and review of the principal risks facing the Group, which could threaten its future performance or business model. On behalf of the Board, the Audit Committee reviews the effectiveness of Motorpoint's risk management processes. Motorpoint's risk management strategy is a high priority for the Group, and is underpinned by the Group Risk and Compliance Committee, which all risk owners and subject matter experts attend quarterly. The Group Risk and Compliance Committee has delegated responsibility, from the Audit Committee, for formally identifying and assessing the Group's risks annually, measuring them against a defined set of criteria, and considering the likelihood of occurrence and potential impact to the Group. The Group Risk and Compliance Committee is formed of the Executive Board, risk owning Senior Leadership Team (SLT) members and subject matter experts. Risk management ![img-29.jpeg](img-29.jpeg) Strategic Report Governance Financial Statements 39 --- ## Risk management continued Risk management plays an integral part in the Group's planning, decision making and management processes. All team members have a responsibility to ensure they understand the risks in their area of activity and that they implement and operate effective controls to manage the risks. The Group's risk management approach is summarised as follows: 1. **Identify** potential risks through scanning the external environment, as well as internal processes and the Group strategy. 2. **Assess** and assign a value to the risk to allow it to be prioritised. Assessing likelihood for gross (before controls) and net (after the effect of controls). 3. **Respond** through planning future actions based on the current risk assessment and the target risk level (which will be in line with risk appetite). Risks can be transferred, terminated, tolerated or treated. 4. **Monitor** the development of risks over time through tracking key risk indicators. 5. **Report** back to the SLT through the Group Risk and Compliance Committee to ensure risks are being managed in line with risk appetite. The Group's risk profile is reported to the Executive Board and Audit Committee for review and challenge, ahead of final review and approval by the Board. These principal risks are then subject to Board discussion during the course of the year, as appropriate. To drive continuous improvement across the business, the Group Risk and Compliance Committee monitors the suitability and adequacy of controls in place and the ongoing status of action plans against key risks quarterly, with a particular focus for those risks considered to be outside of the Group's risk appetite. ### Emerging risks The Motorpoint Group Risk and Compliance Committee assumes responsibility for the identification and assessment of Motorpoint's emerging risks. Our strategy for emerging risks is as follows: ### Identification The following activities are completed to identify potential emerging risks: - **Horizon scanning** – including the review of industry media and attendance at industry forums by management, including members of the Group Risk and Compliance Committee - **External insights** – using specialist third parties to identify new and changing risks, such as upcoming changes to regulation - **Management meetings** – regular Head of Internal Audit and Risk attendance at operational management meetings to discuss potential new risks. This is further supported through business performance reviews conducted by the CEO and CFO to identify risks potentially materialising in business performance ### Assessment and reporting Once identified, emerging risks are assessed as follows: - Identify and map out the core elements of the emerging risk, including ownership - Hold workshops with risk owners to assess the level of the potential risk - Identify potential mitigating actions - Report on emerging risks to the Audit Committee ![img-30.jpeg](img-30.jpeg) 40 Strategic Report Governance Financial Statements --- ## Risk management continued ### How the Board manages risk The Board and each of its delegated committees operate to a prescribed meeting agenda to ensure that all relevant risks are identified and addressed as appropriate. Key management information is reviewed to prescribe operating controls and performance monitoring against the Company's strategy and business plans. The Directors have particular responsibility for monitoring the financial and operating performance, to ensure that progress is being made towards our agreed goals. The Board's responsibilities also include assessing the effectiveness of internal controls and the management of risk. ### The Board's annual review of the effectiveness of risk management and internal controls During the year, the Board regularly considered all strategic matters, received key performance information on operating, financial and compliance matters and reviewed the results of corresponding controls and risk management. The Board received from the Audit Committee and the Executive's Group Risk and Compliance Committee timely information and reports on all relevant aspects of risk and corresponding controls. There were no unresolved concerns in the year. We concluded that appropriate controls are in place and functioning effectively for the period under review and up to the date of approval of the Annual Report and Accounts. The Board considers that the Group's systems provide information which is adequate to permit the identification of key risks to its business and the proper assessment and mitigation of those risks, in line with the FRC Guidance on Risk Management. Based on the work of the Audit and Risk and Compliance Committees, the Board has performed a robust assessment to ensure that: (i) the principal and emerging risks and uncertainties facing the Group's business have been identified and assessed and are aligned to the Group's business strategies; and (ii) appropriate mitigation is in place. The Board also reviewed the effectiveness of all financial, operational and compliance controls. The Board monitors internal controls through reporting from the Audit Committee and the Executive Group Risk and Compliance Committee. Controls were deemed to be effective in the year. ### Principal risks and uncertainties Details of our principal risks and uncertainties are shown on the following pages. This includes details of mitigating actions and control activities in place to address them. It is recognised that the Group is exposed to risks wider than those listed. We disclose those we believe are likely to have the greatest impact on our business at this moment in time, and which have been subject to debate at recent Board or Audit Committee meetings. ### Changes to emerging and principal risks During FY26, the Board and the Group Risk and Compliance Committee continued to oversee the Group's risk management framework. As part of the annual review, the previously reported 11 principal risks were consolidated into six broader risks to improve clarity and reduce duplication. This change did not alter the underlying risk profile. Emerging risks remain the potential for suppliers and new entrants to sell directly to, or connect, end customers; technological developments such as autonomous driving and longer vehicle lifespans; changing workforce and regulatory expectations; and reputational risks linked to aftersales service provision. **The Group operates a four lines of defence model across its internal controls, which are summarised as follows:** #### First line ##### Operational and management controls - Site management with appropriate team structure and dedicated leadership team reporting line - Visible, championed values and expected behaviours - Application of Company policies and procedures - Employee induction, training and ongoing support - Executive and leadership team oversight #### Second line ##### Risk and compliance monitoring - Compliance and Data Protection Officers - Operational audit activity - Risk management framework - External specialists engaged to monitor and report on compliance operations #### Third line ##### Internal audit - Open culture of challenge to existing processes and whistleblowing hotline - The work of internal audit, testing first and second lines of defence #### Fourth line ##### External assurance - The work of independent external assurance providers Strategic Report Governance Financial Statements 41 --- # Principal risks and uncertainties # Competition, market and customers # Risk and impact The UK used car market remains competitive, with consolidation and innovation increasing pressure on pricing and customer experience. Customer expectations continue to evolve, with higher reliance on digital research, convenience and trusted brands. Brand reputation is critical given the speed at which social and traditional media can escalate issues. Sales volumes also depend on customers accessing affordable finance; any tightening of lender appetite or changes to commission structures could reduce finance penetration and related commission income. # Mitigating controls - Maintain our omnichannel model built around Choice, Value and Quality - Continue investment in brand marketing, digital engineering and data insight, including EV and emissions related information - Customer satisfaction forms part of bonus and commission calculations across the business - Commission regular customer insight reports to benchmark performance - Maintain robust internal marketing capability to improve campaign ROI and strategic execution - Monitor market behaviour, competitor activity and shifts in customer sentiment - Work with finance partners to ensure products remain compliant, competitive and aligned to Consumer Duty - Reinvest in the customer offer rather than maximise commission rates # Progress made in FY26 - Delivered website upgrades highlighting our value proposition - Investment in new agentic AI tools across email and chat, and data query - Implemented Lily, an AI sales assistant, to improve conversion of previously inactive leads, resulting in circa 877 incremental sales - Enhanced search engine optimisation (SEO), customer engagement and paid media capabilities - Strengthened customer feedback loops and response times - Finance offering remained competitive as the cost of money decreased - Consumer Duty controls embedded with partners # Business resilience and climate change # Risk and impact Events such as fire, flood, economic shocks, supply chain disruption, inflation, geopolitical instability or extreme weather could reduce sales, raise costs or limit vehicle availability. Climate change presents both physical risks (e.g. flood events and rising premiums) and transition risks (e.g. environmental taxation and regulatory change). Disruption to supply chain partners could impact stock levels and service standards. # Mitigating controls - Conservative financial approach with balanced debt and strong cost discipline - Business continuity plans across stores, logistics, operations and technology - Experienced buying team and longstanding supplier relationships across diversified supply channels - Transport model and logistics integrated with data driven processes to improve efficiency - ESG Committee and SLT oversight, with regular review of the climate risk register and emerging regulation - Annual targets to reduce emissions, energy use and waste; increase recycling - Internal control and risk management processes identify and assess operational and climate related risks, including horizon scanning # Progress made in FY26 - Updated and rolled out emergency response plans group wide - Flood plans tested in practice and deemed effective - Reviewed critical suppliers across the business - Expanded internal transport model, reducing moves per vehicle - Increased integration with logistics provider to improve service levels and delivery frequency - Increased sourcing channels for vehicles - Completed detailed climate modelling and developed a climate transition plan - Focused on flood mitigation and inventory protection at Derby Dynamic risk assessment: Increasing Decreasing Stable 42 Strategic Report Governance Financial Statements --- # Principal risks and uncertainties continued # Finance and treasury # Risk and impact A failure within our financial reporting, cash management, treasury operations or payment processes could result in inaccurate information, regulatory non compliance or reduced access to funding. This could weaken decision making and limit the Group's ability to invest and grow. # Mitigating controls - Motorpoint uses a selection of finance facilities to fund its operations including a stock financing facility secured against its retail vehicle stock - The Group has an uncommitted £6.0m overdraft and a £14.0m Revolving Credit Facility in place until June 2028 (with a seasonal £5m increase in H2) - A treasury policy and set of processes are in place to govern and control cash flow activities, including the investment of surplus cash - Freight and energy prices are agreed in advance where applicable, to reduce volatility and aid margin management - Forward looking cash flow forecasts and covenant tests are prepared to ensure that sufficient liquidity and covenant headroom exists # Progress made in FY26 - Completed the implementation of a new finance and general ledger system with improved automation and extensive controls - Stocking facilities were successfully negotiated with lenders during the year in response to increase business activity resulting in increased headroom - Strong financial position of the Group through increased activity and profitability growth # IT systems, data and cyber security # Risk and impact A failure of technology platforms, cyber attack or data breach could disrupt operations, lead to regulatory penalties or damage reputation. Cyber threats continue to rise. # Mitigating controls - Formal IT governance processes in place to cover all aspects of IT management - Changes to IT services are managed through a combination of formal programmes for large and complex programmes, or bespoke iterative development methodologies for smaller scale changes - Comprehensive third party support in place for relevant technologies - Business continuity in place for all major systems and applications - Regular vulnerability scans, annual penetration testing with systematic methodology to treat identified threats - Capability to scan for advanced persistent threats. Real time identification of applicable threats with remediation scheduled based on severity - Business process, authorisation controls and access to sensitive transactions are kept under review - Real-time scanning capability for advanced persistent threats and lateral movement # Progress made in FY26 - Significant investment in digital transformation is continuing, upgrading and replacing legacy systems - Ongoing actions in respect of network refresh programme, hardware refresh programme and strengthening our change management controls - Expanded use of multifactor authentication and enhanced off site security protocols - Strengthened and renewed the data protection policy - Expanded the IT Security team and deepened partnerships with specialist third-party providers - Investment in industry leading product suites to enable cyber and data security advancements - Maintaining compliance with our Cyber Essentials certification - Regular discussions with external advisors to strengthen cyber security Dynamic risk assessment: Increasing Decreasing Stable 43 Strategic Report Governance Financial Statements --- ## Principal risks and uncertainties continued ### Regulatory and compliance #### Risk and impact Failure to meet legal and regulatory requirements (including FCA rules, consumer law, GDPR, employment law and health and safety) could lead to fines, claims or reputational damage. Ongoing FCA and legal developments create uncertainty over motor finance commissions. #### Mitigating controls - Operational management is responsible for liaising with the Company Secretary and external advisors to ensure that new legislation is identified, and relevant action taken - Whistleblowing procedure and independently administered helpline which enables team members to raise concerns in confidence - We engage constantly with our finance partners to ensure our team members are always up to date on the FCA best practice #### Progress made in FY26 - Continued focus in the year from the Group Risk and Compliance Committee ensuring robust regular oversight and review of compliance matters by the SLT. Continued to conduct horizon scanning processes to identify changes in regulatory expectations - Fewer regulated products now sold by the business, reducing the risk of FCA impact on future product sales ### Health & safety, people, and welfare #### Risk and impact Failure to attract, develop and retain a diverse and engaged workforce could affect execution of strategy. Health, safety and welfare incidents could cause serious harm to colleagues, customers or third parties and lead to regulatory action and reputational damage. #### Mitigating controls - Mandatory health and safety (H&S) training for all new starters and role specific training for stores and workshops - Online incident reporting with escalation to SLT for major incidents - Third party audits of transport safety, gates, barriers and fire risk assessments - Risk assessments conducted by line managers and expert third parties - Regular Toolbox Talks to reinforce key H&S topics - Strong culture aligned to our Virtuous Circle; commitment to becoming an amazing place to work - DEI commitments embedded in SLT strategy; updated training issued to team members - Regular Board review of Executive composition and succession - Remuneration policy and Restricted Share Awards designed to attract and retain talent - Monitoring of retention, engagement and training completion #### Progress made in FY26 - Expanded unannounced H&S audits across all sites - Embedded revised near miss and accident reporting - Enhanced H&S policies and Safe Systems of Work - Launched Knowledge Hub as a shared process resource - Updated DEI training delivered to all team members - Continued focus on succession and talent management - Offered 10% discount on the employee share scheme - New Stretch performance incentives introduced for senior managers Dynamic risk assessment: Increasing Decreasing Stable 44 Strategic Report Governance Financial Statements --- Strategic Report Governance Financial Statements ## Viability statement The Directors have assessed the prospects of the Group by assessing its current financial position, recent and historical financial performance and forecasts, business model and strategy (pages 4 to 14, and 36 to 38), and the principal risks and uncertainties set out on pages 42 to 44. In addition, the Directors regularly review the long term prospects of the Group, requirement for headroom on its stocking and banking facilities and its long term lease liability commitments. ### Assessment period: The nearly new and used vehicle retail industry is inherently fast paced and competitive. However, a variety of risk horizons are relevant. Matters relating to ESG and climate risks are assessed over a range of short, medium and long term periods as disclosed in our TCFD section on pages 28 to 35. In addition, the Directors consider the long term financing arrangements of the Group, particularly in respect of leased premises which carry a weighted average remaining term of 13 years. In accordance with the UK Corporate Governance Code 2024, the Board has assessed the prospects of the Group over a period in excess of 12 months from the date of signing the Group Financial statements as required by the 'Going Concern' provision. The Directors have assessed the viability of the Group over a three year period, as they believe this strikes an appropriate balance between the different risk horizons over the short, medium and long term which are used in the business and is a reasonable period for considering the Group's viability. Total headroom, including the stocking facilities, undrawn facilities and available cash, was £75.4m at the year end. During the year the Company renegotiated the terms of both of its stocking facilities, introducing seasonal uplifts of £25.0m and £15.0m for Lombard North Central Plc and Black Horse Limited respectively, increasing its total stocking facility headroom from £165.0m to £205.0m of which £40.0m is available throughout the second half of the year. A further £5.0m increase to the Lombard facility was agreed post year end. In addition, after the year end, the Group also introduced an additional Property Revolving Credit Facility to a maximum of £10.0m, which will be used to support capital expenditure requirements, notably in relation to new store roll out. This facility expires in June 2028, in line with the existing available banking facilities. The Board considers that the available headroom, coupled with the cash generative nature of the business and the available cash levers provide a strong degree of financial resilience and flexibility. ### Scenarios: In making their assessment the Directors considered the Group's current balance sheet and operational cash flows, the availability of facilities, and stress testing of the key trading assumptions within the Group's plan. A range of scenarios have been assessed by the Directors, including various possible downside scenarios against the base case. The Directors opted to model a specific scenario designed to create the conditions required to breach covenants within the viability period as well as a severe but plausible downside to the base case. | Scenario | Outcome | | --- | --- | | **Base case** Based upon the Group's most recent approved forecasts. The base model assumes continued growth in unit volumes based on current run rates of year on year unit volume growth uplifted to account for the opening of new stores, and a prudent estimate based on growth in the used car market. | The Group is not in breach of any financial covenants and is able to operate within the finance facility arrangements. The Group is able to meet all forecast obligations as they fall due. | | **Severe but plausible downside** Top down stress testing was applied to the base case model, taking into account a severe but plausible downside to business performance, relative to possible economic pressure and stagnation in the growth of the used car market. This included volume and margin pressure, reducing volume by 20% and an overall gross profit reduction compared to the base case of 25%. | The Group is not in breach of any financial covenants and is able to operate within the finance facility arrangements. The Group is able to meet all forecast obligations as they fall due. | | **Reverse stress test** A scenario created to model the circumstances required to breach the Group's banking covenants within the viability period. The Board considered the potential impacts in preparing the stress test. The below scenario was analysed: Reducing unit volumes by 32% from the base case and decreasing gross profit overall by 41% through additional margin pressure. | This scenario is designed to result in a covenant breach within the assessed viability period. Management believes the combination of severe downsides to be remote, and that there are numerous mitigating factors over and above those built into the reverse stress test modelling which the Board would consider to avoid a covenant breach. | 45 --- ## Viability statement continued ### Conclusions over viability: The selection of the assumptions or the sensitised case is inherently subjective, and whilst the Board considered these assumptions to reflect a downside scenario, the future impact of economic downturn, interest rate rises or inflating overhead costs is impossible to predict with absolute accuracy. Whilst the same applies to the reverse stress test, we note that this scenario is specifically designed to demonstrate the point at which the covenants breach during the viability period. The reverse stress test reflects, in the Board's opinion, a remote circumstance and numerous mitigating factors could be implemented to avoid a covenant breach in this scenario. Scenario modelling has been considered throughout the year and at year end by management to formulate response options against moderate or severe downturns in sales volumes, potential margin pressures and possible cost challenges. During the year the Group successfully extended its revolving credit facility 'RCF' agreement to June 2028 and agreed a seasonal uplift of an additional £5.0m bringing the total facility size throughout the second half of the financial period to £19.0m (FY25: 14.0m). The Group also has an uncommitted overdraft facility of £6.0m which remains in place at the year end. Both are until June 2028, which is within the viability period. The Board considers it reasonable to assume these can be extended on expiry on similar terms and at comparable levels, which represents a key assumption underpinning the viability assessment. With respect to the Group's stocking facilities, these have increased from £165.0m to £205.0m (of which £40.0m is seasonal) during the year which the Board deem appropriate given current market conditions. After the year end, the limit available was increased to £210.0m. The Group has continued to demonstrate a flexible approach to trading, both in times of economic uncertainty and where opportunities exist. The Board is mindful of downstream effects of current geopolitical and economic uncertainty. The Group has considered both restriction of supply and interest rate increases in its viability assessment as well as a range of other macroeconomic factors. The Group has a strong consumer offering through its price leadership and has historically responded proactively to consumer uncertainty. In the eventuality of a period of prolonged economic downturn resulting in material reductions in sales volume or prices, as well as rising overhead costs, it is possible that the Group would need to negotiate changes to its current banking covenants, but such an extreme downturn is not currently considered plausible. The Group continues to consider and monitor further potential mitigation actions it could take to strengthen its cash position and reduce operating costs in the event of a more severe downside scenario. Such cost reduction and cash preservation actions would include but are not limited to: reducing spend on specific variable cost lines including marketing and store trading expenses; team costs, most notably sales commissions; pausing new stock commitments; and reviewing expansionary capital spend, dividend and share buyback activity. The Directors have also made use of the post year end trading performance to confirm that performance is in line with expectation. Whilst only a short period has passed since the year end, this evidence suggests that this is the case. Based on this assessment, the Board confirms that it has a reasonable expectation that the Group will be able to continue in operation and meet its liabilities as they fall due over the period to 31 March 2029. The Board has determined that the three year period constitutes an appropriate period over which to provide its Viability Statement. This is the period detailed in our base case model which we approve each year as part of the strategic review. Whilst the Board has no reason to believe the Group will not be viable over a longer period, given the inherent uncertainty involved we believe this presents users of the Annual Report and Accounts with a reasonable degree of confidence while still providing a medium term perspective. **Based on this assessment, the Board confirms that it has a reasonable expectation that the Group will be able to continue in operation and meet its liabilities as they fall due over the period to 31 March 2029.** Strategic Report Governance Financial Statements 46 --- ## Non financial and sustainability information statement The following summarises where you can find further information on each of the key areas of disclosure required by sections 414CA and 414CB of the Companies Act. The Companies (Strategic Report) (Climate related Financial Disclosure) Regulations 2022 amend these sections of the Companies Act 2006, placing requirements on the Group to incorporate climate disclosures in the Annual Report. We believe these have been addressed within this year's climate related disclosures, and as such, we have referenced the location of these within our statement on TCFD. ### Environmental matters | Stakeholder engagement: community and environment | Find out more on pages 17 and 18 | | --- | --- | #### Climate change risk | a. a description of the Company's governance arrangements in relation to assessing and managing climate related risks and opportunities; | Find out more on pages 28 and 29 | | --- | --- | | b. a description of how the Company identifies, assesses, and manages climate related risks and opportunities; | Find out more on page 33 | | c. a description of how processes for identifying, assessing, and managing climate related risks are integrated into the Company's overall risk management process; | Find out more on page 33 | | d. a description of: | | | i. the principal climate related risks and opportunities arising in connection with the Company's operations, and | Find out more on page 30 | | ii. the time periods by reference to which those risks and opportunities are assessed; | Find out more on page 29 | | e. a description of the actual and potential impacts of the principal climate related risks and opportunities on the Company's business model and strategy; | Find out more on pages 30 and 31 | | f. an analysis of the resilience of the Company's business model and strategy, taking into consideration different climate related scenarios; | Find out more on pages 31 and 32 | | g. a description of the targets used by the Company to manage climate related risks and to realise climate related opportunities and of performance against those targets; and | Find out more on pages 34 and 35 | | h. a description of the key performance indicators used to assess progress against targets used to manage climate related risks and realise climate related opportunities and of the calculations on which those key performance indicators are based. | Find out more on pages 34 and 35 | | --- | --- | | Streamlined Energy and Carbon Reporting | Find out more on pages 20 and 21 | | --- | --- | | Energy efficiency actions | Find out more on pages 20 and 21 | | Going green | Find out more on pages 20 and 21 | Our team is also working on a range of projects focused on improving the sustainability of the business and our impact on the environment. #### Related principal risk: | Business resilience and climate change; Regulatory and compliance | Find out more on pages 42 and 44 | | --- | --- | ### Company's employees | At a glance | Find out more on page 22 | | --- | --- | | Our operating model begins with our team | Find out more on page 02 | | Our core values | Find out more on page 22 | | Our stakeholders | Find out more on pages 16 to 18 | | Winning culture | Find out more on pages 22 to 25 | | Supporting employee wellbeing | Find out more on page 25 | #### Related principal risk: | IT systems, data and cyber security; Health & safety, people and welfare | Find out more on pages 43 and 44 | | --- | --- | Strategic Report Governance Financial Statements 47 --- Strategic Report Governance Financial Statements ## Non financial and sustainability information statement continued The Company has various employee centric policies and guidance including: Employee Handbook; HR Policies, including diversity, equity and inclusion; anti bullying and harassment; whistleblowing; enhanced maternity leave; paternity leave; health, safety and welfare; data protection; and privacy. ### Social matters | Investing in our communities | Find out more on page 17 | | --- | --- | | Supporting great causes | Find out more on page 17 | | Anti corruption and anti bribery matters | Find out more on page 26 | #### Related principal risk: | Competition, market and customers; Business resilience and climate change; Regulatory and compliance | Find out more on pages 42 and 44 | | --- | --- | ### Respect for human rights | National living wage | Find out more on page 16 | | --- | --- | | Modern slavery | Find out more on page 26 | | Treating customers fairly | Find out more on page 26 | #### Related principal risk: | Competition, market and customers; Regulatory and compliance; Health & safety, people and welfare | Find out more on pages 42 and 44 | | --- | --- | ### Anti corruption and anti bribery matters | Whistleblowing hotline, anti corruption and anti bribery | Find out more on page 26 | | --- | --- | #### Related principal risk: | Regulatory and compliance | Find out more on page 44 | | --- | --- | ### Investment case Find out more on page 03 ### Non financial KPIs Find out more on pages 05 and 22 ### Business model Find out more on page 04 The Strategic Report was approved by the Board on 10 June 2026. Signed on behalf of the Board. **Chief Financial Officer** 10 June 2026 48 --- # Governance ![img-31.jpeg](img-31.jpeg) ## Governance - 50 Board of Directors - 52 Introduction to governance - 54 Corporate governance report - 57 Audit Committee report - 62 Nomination Committee report - 66 ESG Committee report - 67 Remuneration Committee report - 70 Remuneration policy - 82 Annual report on remuneration - 92 Directors' report - 98 Statement of Directors' responsibilities Strategic Report Governance Financial Statements 49 --- Board of Directors # Experienced team delivering long term value Board split by gender ![img-32.jpeg](img-32.jpeg) Board split by ethnicity ![img-33.jpeg](img-33.jpeg) ![img-34.jpeg](img-34.jpeg) **John Walden** Independent Non Executive Chair Appointed: January 2022 **Background and career:** John has been a driving force in omnichannel and consumer driven retailing, as well as leading digital and transformational change, both in the UK and US. John's previous roles include Chair and Non Executive Director of SCS Group Plc, Chair of Snowfox TopCo Ltd (Guernsey), Chair of Naked Wines Plc, Chair of the Jersey parent company of Holland & Barrett International, and Non Executive Director of Celine Jersey Topco Ltd, the Jersey holding company of Debenhams. John was also an Executive Director at FTD Companies. John served as CEO of Argos and its parent company Home Retail Group Plc, and he has held several senior roles with Best Buy Co., including EVP and president of the internet division. **External roles:** John is the Founder of Inversion LLC. **Committees:** Chair of the Nomination Committee. ![img-35.jpeg](img-35.jpeg) **Mark Carpenter** Chief Executive Officer Appointed: April 2016 (CEO since May 2013) **Background and career:** Mark was appointed as Chief Executive Officer in May 2013 following two years as CFO, and has over 20 years' experience in motor retail. Mark was previously Finance Director of Sytner Group Limited from 2005 to 2010. Prior to this, Mark was with Andersen, where he qualified as a Chartered Accountant. **External roles:** None. **Committees:** Member of the Nomination and ESG Committees. ![img-36.jpeg](img-36.jpeg) **Chris Morgan** Chief Financial Officer Appointed: January 2021 **Background and career:** Chris was appointed Chief Financial Officer in January 2021 and is also the Company Secretary for Motorpoint Group Plc. Chris was formerly Group Finance Director at Speedy Hire Plc. Prior to this, Chris held senior finance leadership positions at Go Outdoors and Tesco, where he was latterly the finance director for the Czech Republic and Slovakia. Chris is a Fellow of the Institute of Chartered Accountants in England and Wales. **External roles:** None. **Committees:** Member of the ESG Committee. Strategic Report Governance Financial Statements 50 --- ## Board of Directors continued ![img-37.jpeg](img-37.jpeg) **Mary McNamara** Senior Independent Non Executive Director **Appointed:** May 2016 (will be resigning at the 2026 AGM) **Background and career:** Mary was CEO of the commercial division and Board Director of the Banking Division at Close Brothers Group Plc. She spent 17 years with GE in a number of leadership roles, including CEO of the European Fleet Services business. Mary has also spent time with Skandia and 14 years at Harrods. **External roles:** None. **Committees:** Chair of the Remuneration Committee, member of the Audit, Nomination and ESG Committees. ![img-38.jpeg](img-38.jpeg) **Adele Cooper** Independent Non Executive Director **Appointed:** March 2020 **Background and career:** Adele has extensive marketing and senior leadership experience, having worked at some of the world's leading technology companies, most recently at Pinterest from June 2015 to December 2019. While at Pinterest, Adele was responsible for the UK and Ireland, overseeing strategic, commercial and operational management. Prior to this, Adele was with Facebook and Google in a lead global relationship role and a variety of regional and global lead roles in marketing and operations. Adele held the post of Chief Revenue Officer at &Open until May 2024. **External roles:** Adele has been a Non Executive Director of Premier Lotteries Ireland (FDJ United) since 1 April 2024 and a Non Executive Director of the Irish Times since September 2025. **Committees:** Chair of the ESG Committee, member of the Audit, Remuneration and Nomination Committees. ![img-39.jpeg](img-39.jpeg) **Keith Mansfield** Independent Non Executive Director **Appointed:** May 2020 **Background and career:** A Chartered Accountant by background, Keith brings extensive accountancy experience, having worked at PwC for over 30 years, during which time he served as Chair of PwC in London, responsible for assurance, tax and advisory services. As a partner for 22 years, he led services to public and private companies across a range of industry sectors. **External roles:** Keith is the Chair of Albemarle Fairoaks Airport Limited and a Non Executive Director on the boards of Martins Investment Holdings Ltd, Martins Development Holdings Ltd and Martins Financial Holdings Ltd. Keith was appointed as a Director of Fairoaks Airport Holdings Limited in May 2023 and was also appointed as a Non Executive Director of Aquila House Holdings Ltd since December 2024. **Committees:** Chair of the Audit Committee, member of the Remuneration, Nomination and ESG Committees. ![img-40.jpeg](img-40.jpeg) **Swarupa Pathakji** Independent Non Executive Director **Appointed:** October 2024 **Background and career:** Swarupa is a qualified accountant and has extensive experience across multiple sectors, having worked at Merrill Lynch and Duke Street, a mid market Private Equity firm. Swarupa was a Non Executive Director at ScS Group Plc prior to its sale in January 2024. **External roles:** Swarupa is a Non Executive Director, and a member of the Audit & Risk, Remuneration, Nomination and Management Engagement Committees, at Albion Technology & General VCT Plc. She was also appointed a Non Executive Director and chair of the Audit Committee of Roadside Real Estate Plc in March 2026. **Committees:** Member of the Audit, Remuneration, Nomination and ESG Committees. Strategic Report Governance Financial Statements 51 --- Introduction to governance # Chair's introduction ## Dear Shareholder, I am pleased to present my Corporate Governance review for Motorpoint for FY26. The aim of this report is to explain Motorpoint's governance framework and outline how it was applied on a practical basis over the last year. We have continued to focus on making strategic progress while trying to balance our ambitions with responsible financial management and remaining committed to our strategic direction and to our belief in the size of our opportunity. Our profitability growth this year provides us with the confidence to focus on our growth plans. As a Board, we are conscious that we are accountable to all our shareholders and hold a position of responsibility to valued stakeholders, including team members, customers, suppliers and the environment. Throughout the year, we regularly engage with our shareholders to ensure there is a clear understanding of how the Group's business is managed to generate sustainable returns and long term success. This has been strengthened in the past year by having Mr Majed Hashim, Chair and CEO of Saray Capital, and the Company's largest shareholder, participate as a board advisor by attending our quarterly strategic deep dives. We also listen to the views of governance advisory firms and financial institutions and welcome the opportunity to answer shareholders' questions at our 2026 Annual General Meeting (AGM). Throughout the year, we have been actively engaging with our team members, and our site visits to Derby and Oldbury provided the Board with the opportunity to directly hear from our valued team members on their experiences of working for the Company, and how our strategic plans are being implemented on the ground. We also hold regular strategy meetings that provide the opportunity for senior team members to report on key initiatives and progress against our targets. ## Strategic focus During the year, the Board held a series of dedicated strategy sessions to review the Group's long term direction, assess growth opportunities and support the delivery of sustainable shareholder value. Discussions centred on the expansion of the Group's store network, initiatives to increase market share and the integration of AI and digital tools to streamline processes and enhance proficiency. The Board also invited external advisors to contribute independent perspectives and offer deeper insights. ESG considerations continued to be a core focus for the Group and were embedded across strategic planning and decision making. ## Compliance statements Throughout the year ended 31 March 2026, the Company has complied with all applicable provisions of the FRC 2024 Corporate Governance Code (available at www.frc.org.uk), with the exception of Provision 29 (internal controls). Provision 29 applies to financial years beginning on or after 1 January 2026 and therefore is not mandatory for the current reporting period. **'Our priorities for next year are focused on delivering our long term strategic plans, underpinned by strong and effective governance.'** John Walden Chair ![img-41.jpeg](img-41.jpeg) Strategic Report Governance Financial Statements 52 --- ## Introduction to governance continued The Company is in the process of implementing the necessary arrangements and will adopt Provision 29 in full for the year ending 31 March 2027, with reporting commencing in the next Annual Report. ### Capital allocation After taking into consideration the capital required to fund organic growth, the Company's ability to generate cash and the strength of its balance sheet has led the Board to conclude that a combination of share buybacks and dividends is a good use of the Company's resources and beneficial to shareholders. During the year, the company carried out a share buyback programme of 3 million shares, representing approximately 3.6% of the company's issued share capital, for a total consideration of £5.0m. In addition, the company declared an interim dividend of 1.0p per share, and a final dividend of 1.2p per share, bringing the total amount payable in respect of the year ended 31 March 2026 to 2.2p (FY25: 1.0p). ### Our performance Every year we review the performance of the Board. In early 2026, we carried out an internal Board effectiveness review, with participation from all members of the Board. The findings show that the work we do as a Board and in our committees continues to be strong and effective. Further details of the review and our plans for FY27 can be found in the Nomination Committee report. During the year, the Board reviewed its composition and considered succession planning, concluding that it remained well positioned with an appropriate balance of skills, experience and expertise to deliver the Group's goals, strategy and long term objectives. Biographies for each of the current Directors are set out on pages 50 and 51. Mary McNamara will be stepping down from the Board following the conclusion of the 2026 AGM. I would like to thank Mary for her commitment and dedication to the Company over her ten year tenure, and for her personal support and challenge while I have been Chair. It has been a real pleasure to work alongside her, and on behalf of the whole Company I wish her well for the future. ### Board priorities Our priorities for next year are focused on delivering our long term strategic plans, whilst being mindful of market conditions, all underpinned by a strong and effective governance framework. **John Walden** Chair 10 June 2026 ![img-42.jpeg](img-42.jpeg) Strategic Report Governance Financial Statements 53 --- Corporate governance report # Board leadership and purpose The role of the Board The Board sets the Company's strategic aims and ensures that the necessary resources are in place to allow the Company's objectives to be met in a responsible and sustainable way that supports long term growth. It is also responsible for corporate governance and the overall financial performance of the Group. The Board establishes the Company's culture, values and ethics; leading by example in modelling expected behaviours and standards and devoting sufficient time and attention to the Directors' roles. The current Board comprises the Chair, four independent Non Executive Directors (including a Senior Non Executive Director) and two Executive Directors. Roles and responsibilities The Chair's role The Chair's primary role is the leadership of the Board. By ensuring that the Directors receive accurate, timely and clear information, the Chair is key in cultivating a boardroom culture of honesty, openness and transparency which encourages debate and constructive challenge, facilitating an environment within which the Non Executive Directors are supported to make an effective contribution. The Chair sets the Board's agenda and ensures sufficient time is allocated for the discussion of all agenda items. The Chair also consults with the Non Executive Directors, in particular the Senior Independent Director, on matters of corporate governance and ensures all Directors are made aware of any major shareholders' issues and concerns. The Board is satisfied that the Chair fulfils their responsibilities in enabling the Board to make sound decisions. Chief Executive Officer's role The Chief Executive Officer (CEO) is responsible for the day to day running of the Group's business, including the development and implementation of strategy and decisions made by the Board, as well as the operational management of the Group. Chief Financial Officer's role The Chief Financial Officer (CFO) is responsible for the Group's financial activities, including control, planning and reporting, and also contributes to the broader management of the Group's business. The CFO supports the CEO with the development, implementation and tracking of the Group's strategy. Senior Independent Director's role The Senior Independent Director acts as a sounding board to the Chair and serves as an intermediary for the other Directors when necessary. The Senior Independent Director is available to shareholders to assist with addressing any concerns that may arise. The Senior Independent Director also meets with Non Executive Directors without the Chair present at least annually and conducts the annual appraisal of the Chair's performance, providing feedback to the Chair on the appraisal outputs. Independent Non Executive Directors The Non Executive Directors bring independence, and a broad mix of business skills, knowledge and experience to the Board. They provide an external perspective to Board discussions and are responsible for holding the Executive Management team to account on behalf of shareholders. The Non Executive Directors constructively challenge Board discussions and help develop proposals on strategy. The independent Directors meet at least once annually without the presence of the Executive Directors. Non Executive Directors monitor the reporting of performance and ensure that the Company is operating within its agreed governance and risk framework. The Company Secretary's role The Company Secretary ensures that effective two way communication flows between the Board and its committees and between senior management and the Non Executive Directors. The Company Secretary is responsible for ensuring that the Board operates in accordance with the Company's corporate governance framework. The appointment and removal of the Company Secretary is a matter for the whole Board. Matters reserved for the Board To retain control of key decisions and ensure that there is a clear division of responsibility between the Board and the day to day operations of the business, the Board has a formal schedule of matters reserved for its decision. These reserved matters include financial reporting, investment appraisal and risk management. The matters were reviewed by the Board in October 2025 and remain appropriate for the needs of the business. Board committees The Board operates several committees to support it in carrying out its duties. Further information about the work carried out by these committees can be found on the following pages: - Audit Committee pages 57 to 61 - Nomination Committee pages 62 to 65 - ESG Committee page 66 - Remuneration Committee pages 67 to 69 Board focus during the year The Board holds regular scheduled meetings each year, which incorporate several dedicated strategy sessions. The meetings held were a combination of in person and online. Key areas of focus during the year were: Strategy - Regularly reviewing progress against the Strategic Plan - Overseeing investor relations and communications - Monitoring strategic growth opportunities such as technology and operational efficiencies, expansion of services to customers, and exploration of other growth opportunities, including new stores Strategic Report Governance Financial Statements 54 --- # Corporate governance report continued - Receiving comprehensive updates on core technology platforms, i.e., Buying App and NetSuite, identifying opportunities to modernise legacy systems - Overseeing the integration of artificial intelligence solutions to streamline customer processes and enhance service personalisation - Receiving regular briefings from external industry experts and guest speakers to enhance independent perspectives on market trends, regulatory developments and emerging risks and opportunities # Financial - Approved the full year results announcement and the Annual Report for the 2025 financial year. In doing so, the Board considered that the Annual Report, taken as a whole, was fair, balanced and understandable, and provided the information necessary for shareholders to assess the Group's and Company's position, performance, business model and strategy - Post year end, the Board approved the full year results announcement and the Annual Report for the 2026 financial year. In doing so, the Board considers that the Annual Report, taken as a whole, is fair, balanced and understandable, and provides the information necessary for shareholders to assess the Group's and Company's position, performance, business model and strategy - Considered the Capital Allocation Policy, and agreed the payment of dividends alongside share buybacks - Approved the Budget for FY27 - Approved the half year results, full year results and trading updates - Review of Group cash position and forecasting, including the monitoring of banking facility levels and covenant tests - Monthly performance reporting and review # Internal control and risk management - Reviewed the effectiveness of the Group's risk management and internal control systems - Carried out a robust assessment of the emerging and principal risks facing the Group. Further information on these principal risks, the procedures in place to identify emerging risks and how these are being managed or mitigated can be found on pages 39 to 44. - Approved the viability statement as disclosed in the FY26 Annual Report, which sets out that the Group will be able to continue in operation and meet its liabilities as they fall due over the next three years. The Board deemed a three year period to the end of FY29 would be appropriate, taking into account the Group's current position and the potential impact of the principal risks and uncertainties - Considered and approved the adoption of the going concern basis of accounting in preparing the half and full year results - Approved updates to the Treasury policy # People, talent and culture - Succession planning and talent development for all senior roles - Reviewed the results of the engagement survey - Ensured safe and comfortable working environments - Reviewed the organisation structure to ensure alignment with trading conditions - Reviewed the proposed updated remuneration policy - Reviewed the Special Performance Incentive Awards for eligible team members - Reviewed Restricted Share Awards for eligible team members - Implemented a SAYE Share Plan for colleagues for the three year period commencing February 2026 "The findings of our board effectiveness review show that the work we do as a board and in our committees continues to be strong and effective." # Governance, compliance and ethics - Approved AGM business, such as the Notice of Meeting and related ancillaries - Carried out an internal Board evaluation, reviewed the report and recommendations and agreed an action plan - Assessed the independence of all Directors - Reviewed and updated the Terms of Reference for the Audit Committee, Remuneration Committee, Nomination Committee and ESG Committee # Board independence and appointment terms The Board has reviewed the independence of each Non Executive Director and considers each of them to be independent of management and free from business or other relationships that could interfere with the exercise of independent judgement. The Company meets the requirement under Provision 11 of the 2024 Code that at least half of the Board, excluding the Chair, are Non Executive Directors who the Board considers to be independent. The Board believes that any shares in the Company held personally by a member of the Board serves to align their interests with those of the shareholders. The terms and conditions of appointment of the Non Executive Directors are contained within their Letters of Appointment. The terms of appointment for the Directors confirm they are expected to devote such time as necessary for the proper performance of their duties. The Board reviews and approves, as necessary, any additional external appointments the Directors may look to obtain. The CEO and CFO do not currently have a non executive directorship on any other listed company board. # Board meetings The Board met regularly to discharge its duties effectively. Directors are provided with meeting papers approximately one week in advance of each Board or Committee meeting. Members of the Senior Leadership Team are regularly invited to attend Board meetings to present on their specific area of responsibility. Strategic Report Governance Financial Statements 55 --- ## Corporate governance report continued ### Board and Committee attendance FY26 The Board has regular scheduled meetings throughout the year, in addition to Board calls as and when needed. Directors' attendance at Board and Committee meetings during the year is outlined below. ### Annual General Meeting The 2026 AGM will be held on 23 July 2026. The Notice convening the 2026 AGM will be circulated to shareholders separately, along with details on how shareholders can raise questions to the Board in advance. We will ensure that shareholders are kept informed using the Notice of Meeting, our website, and relevant regulatory announcements as appropriate. ### Conflicts of interest In line with the Companies Act 2006, the Company's Articles of Association allow the Board to review any potential conflicts of interest that may arise and impose limits or conditions as appropriate. The Board has an agreed formal process for the Directors to disclose any conflicts of interest. Any decision of the Board to authorise a conflict of interest is only effective if it is agreed without the conflicted Director(s) voting or without their votes being counted. In making such a decision, the Directors must act in a way they consider in good faith will be most likely to promote the success of the Group. ### Independent advice The Directors may take independent professional advice, if necessary, at the Company's expense. ### Board training and development Directors are continually updated on the Group's business, the markets in which the business operates and changes to the competitive and regulatory environments, through presentations and briefings to the Board from Executive Directors and the Senior Leadership Team. Directors received briefings from the Company Secretary during the year on governance and compliance matters and relevant legislative changes, as well as briefings on pertinent topics as part of the regular in person strategy sessions. ### Relations with shareholders All shareholders have access to the Chair and the Senior Independent Director, who are available to discuss any questions which shareholders may have in relation to the running of the Company. Throughout the year, the Group regularly engaged with its shareholders to ensure a clear understanding of how the business was managed to generate sustainable returns and support long term success. Mr Majed Hashim, Chair and CEO of Saray Capital, attends the strategic deep sessions to provide his insights as the Company's largest shareholder. The Board also engaged directly with shareholders on the remuneration policy that will be put to a vote at the 2026 AGM. The Board recognises the need to ensure that all Directors are fully aware of the views of major shareholders. Copies of all analysts' research relating to the Company are circulated to Directors upon publication. The Company receives a monthly Investor Relations report, which includes an analysis of the Company's shareholder register. **John Walden** Chair 10 June 2026 ![img-43.jpeg](img-43.jpeg) ### Board and Committee attendance FY26 ![img-44.jpeg](img-44.jpeg) 56 Strategic Report Governance Financial Statements --- Audit Committee report # Audit Committee Chair's statement ![img-45.jpeg](img-45.jpeg) "This year marked an important step forward as the finance transformation programme reached completion, delivering a stronger control environment and more efficient financial processes across the Group. We are now focused on realising the full benefits of this investment while maintaining high standards of financial reporting, risk management and audit quality." Keith Mansfield Audit Committee Chair Committee Governance Committee membership and attendance During the year, the Committee comprised: - Keith Mansfield (Chair) - Adele Cooper - Mary McNamara - Swarupa Pathakji The Committee met three times during the year, and attendance is set out in the table on page 56. Dear Shareholder, I am pleased to present the Audit Committee's (the Committee) report for FY26. This report outlines how the Committee fulfilled its responsibilities for the year ended 31 March 2026, including oversight of financial reporting, internal controls, risk management and external audit. The successful completion of the finance transformation programme was a significant milestone. The implementation of Oracle NetSuite has strengthened the control environment and enhanced the efficiency and reliability of our financial reporting processes. Work continues to build on this foundation and unlock further benefits. During the year, the Group also underwent a review by the Financial Reporting Council of the prior year's Annual Report and Accounts. The process was constructive and the outcome was positive, with no substantive findings. We also completed a formal external audit tender. The Committee recommended, and the Board approved, the reappointment of PwC. Their strong sector knowledge, audit quality and competitive proposal meant they remained the best placed firm to act as the Group's auditor. We strengthened the internal audit function through the appointment of a new Head of Internal Audit & Risk, ensuring continued leadership and capability as the Group's control environment evolves. I would like to thank my fellow Committee members, management, and colleagues across the business for their commitment and support throughout the year. Committee composition and membership The Committee comprises four independent Non Executive Directors. The Board considers the Committee to have appropriate sector and financial expertise, with biographical details set out on page 51. I am the designated member with recent and relevant financial experience, following my 30-year career with PwC. The CEO and CFO attend meetings by invitation. The external auditor, PwC, and the Head of Internal Audit & Risk attend relevant sections of each meeting and have direct access to the Committee. Strategic Report Governance Financial Statements 57 --- ## Audit Committee report continued ### Role of the Committee The role and responsibilities of the Committee are set out in its terms of reference, which are available on the Company's website motorpoint.co.uk/plc. The main responsibilities of the Committee are listed below: - monitor the integrity of the Financial statements of the Company, including its annual and half yearly reports, preliminary announcements and any other formal statements relating to its financial performance, and review and report to the Board on significant financial reporting issues and judgements which those statements contain, having regard to matters communicated to it by the auditor - review the content of the Annual Report and Accounts and advise the Board on whether, taken as a whole, it is fair, balanced, and understandable and provides the information necessary for shareholders to assess the Company's performance, business model and strategy and whether it informs the Board's statement in the Annual Report on these matters that is required under the Code - keep under review the Company's internal financial controls systems that identify, assess, manage and monitor financial risks, and other internal control and risk management systems - review and approve the statements to be included in the Annual Report concerning internal control, risk management, including the assessment of principal risks and emerging risks, viability statement and going concern - review and discuss reports from the internal audit function - review the adequacy and security of the Company's arrangements for its employees, contractors and external parties to raise concerns, in confidence, about possible wrongdoing in financial reporting or other matters - review the effectiveness of risk management and internal control policies in relation to ESG matters - monitor the statutory audit of the consolidated Financial statements - review significant financial reporting issues - recommend to the Board the reappointment of the external auditor and approve their remuneration and terms of engagement - monitor and review the external auditor's independence and objectivity, and the effectiveness of the external audit process, including considering relevant UK professional and regulatory requirements and the appropriateness of the provision by the auditors of non audit services The Terms of Reference authorise the Committee to obtain independent legal or other professional advice at the Company's expense. The Audit Committee has had regard to, and where applicable complied with, the FRC Audit Committees and the External Audit: Minimum Standard. ![img-46.jpeg](img-46.jpeg) 58 Strategic Report Governance Financial Statements --- Audit Committee report continued # Summary of the key Committee activities during the year # Financial reporting - Reviewed the Annual Report and Accounts to 31 March 2026 and half year results to 30 September 2025 - Reviewed the going concern and viability statements - Agreed the application of key accounting judgements and estimates and considered whether the Annual Report and Accounts is fair, balanced and understandable - Concluded whether the Company has adopted appropriate accounting policies and made appropriate estimates and judgements - Reviewed the clarity and completeness of disclosures in the Financial statements and the context in which statements are made - Reviewed all material information presented with the Financial statements, including the Strategic report and the corporate governance statements relating to the audit and to risk management # Internal control, risk management and internal audit - Reviewed and approved the risk management framework - Assessed the work done to prepare for provision 29 and agreeing the definition of 'material controls' - Reviewed the work of internal audit and management's response to associated remediation actions - Met with internal audit without management - Detailed review of the Group's risk register, including principal risks, emerging risks, and climate related risks - Approved the internal audit plan, including amendments to the plan during the year - Reviewed the detailed cyber security risk register and management process developed with support from an expert third party # External audit - Chair met and had discussions with PwC as part of the audit process - Performed an external audit tender process during the year and PwC was reappointed following an assessment of audit quality, expertise and value - Reviewed the external audit plan and review of effectiveness - Reviewed the non audit services policy (NAS) and confirmed a general presumption that PwC is not best placed to offer NAS so as to safeguard their independence, with possible exceptions noted in respect of a future requirement for assurance over ESG and internal controls which the Group's external auditor is well placed to deliver - Reviewed findings from the external auditor on the FY26 year end audit, and followed up on the FY25's recommendations # Other matters - Reviewed the Group's tax and treasury policies - Reviewed and approved the Committee terms of reference - Oversaw the implementation of the new finance system, NetSuite ![img-47.jpeg](img-47.jpeg) Strategic Report Governance Financial Statements 59 --- ## Audit Committee report continued ### Significant matters considered by the Committee in relation to the Financial statements In the preparation and final approval of the Financial statements, the Committee discussed with management the key sources of estimation and critical accounting judgements. The Committee considered the following significant matters in relation to the FY26 Financial statements: | Area of focus | Details of Committee review | Reference to Financial statements | | --- | --- | --- | | Inventory Valuation | In assessing inventory valuation, the Committee considered the increase in inventory levels, market prices at the balance sheet date and the level of overage stock. Management and the external auditor reported on the work completed to assess the key estimates supporting inventory provisions. During the year, management expanded the use of data analytics and AI-driven insights to improve pricing and metal-margin visibility, supporting more timely stock decisions and lowering provision risk. The Committee concluded that the approach to determining net realisable value, including management's provisioning estimates, remained balanced and appropriate. | Note 19 | | Contingent Liabilities | In light of the ongoing FCA review (page 26), the Committee considered updates from Management, regulators and external subject-matter experts. After evaluating the information available, the Committee agreed with Management's assessment that no present obligation existed at the reporting date and that an outflow of economic resources was not probable. Further detail is provided in note 33. | Note 33 | ### Annual Report The Committee has undertaken a review and assessment of the Annual Report in order to determine whether it can advise the Board that, taken as a whole, the Annual Report is fair, balanced and understandable, and provides shareholders with the information they need to assess the Company's position, performance, business model and strategy. In doing this, the Committee considered the following: - the description of the business is consistent with the Committee's own understanding - the narrative of the Strategic report fairly reflects the performance of the Group over the period reported on - that there is a clear and well articulated link between all areas of disclosure including going concern and viability - the findings from the external auditor as part of the FY26 year end audit All relevant issues relating to the Annual Report were fully discussed at the Committee meeting in June 2026. The Committee has concluded that the Annual Report, taken as a whole, is fair, balanced and understandable and that it can advise the Board as required by the 2024 Code and other relevant rules and regulations. ### Going concern and viability statement The Company is required to include statements in its Annual Report relating to going concern and viability. The Committee reviewed and discussed with management and concluded that the Financial statements can be prepared on a going concern basis and that there is a reasonable expectation that the Group will be able to continue in operation and meet its liabilities as they fall due over at least a 12 month period after the signing of the Financial statements. The Directors assessed the prospects of the Group over a three year period, which reflects the budget and planning cycle adopted by the Group and is in line with the viability assessment of the Group. The assessment of the Group's prospects, together with the Group's going concern and viability statement, are set out on pages 96 and 97, and pages 45 and 46 respectively of the report. Strategic Report Governance Financial Statements 60 --- ## Audit Committee report continued “Having reviewed the financial and non financial disclosures together, the Committee is satisfied that it can advise the Board that the Annual Report, taken as a whole, is fair, balanced and understandable and that it enables shareholders to assess the Company’s position, performance, business model and strategy.” ### Internal audit The Committee approved the appointment of a new Head of Internal Audit and Risk during the year. Internal audit supported key elements of the finance system transformation, including readiness work, control design and post implementation testing, and contributed to the Group’s corporate governance preparations. Risk-based reviews undertaken in FY26 included: - Health and safety - Stock management - Finance system transformation - FCA regulations The Committee assessed the effectiveness of the internal audit function through regular reporting and oversight, and is satisfied that its work and expertise remain appropriate for the needs of the business. ### External Auditor Independence There are a number of robust policies in place to safeguard the independence of the external auditor. In line with best practice to retender the external audit contract every ten years, the Committee conducted a formal tender process during the year. A structured evaluation, supported by internal scorecards, assessed proposals against criteria including audit quality, technical capability, sector knowledge, resourcing, transition planning, independence and value for money. Following this assessment, the Committee concluded that PwC’s submission best met the Group’s requirements, combining strong audit quality with a competitive commercial proposal. The Board approved the Committee’s recommendation and PwC was reappointed as the Group’s external auditor. As such the next retender is due no later than the year ending 31 March 2037. In accordance with the Auditing Practices Board standards, the lead audit partner at PwC will be rotated every five years to ensure continuing independence. Mark Foster, the current audit partner, assumed this responsibility for the year ended 31 March 2025 and has the required skills and experience. There are no contractual obligations that restrict the Company’s choice of external auditor. ### External auditor effectiveness The Committee conducts an annual review of external audit effectiveness, covering the auditor’s independence, audit planning, approach and delivery, the expertise and resourcing of the audit team, and the quality of communication throughout the audit cycle. To support this assessment: - the terms, areas of responsibility, duties and scope of work of the external auditor as set out in the engagement letter are reviewed at the Committee meetings - the Committee discusses and agrees at the planning stage the draft list of specific audit risks - the Committee assesses the audit plan in advance of the year end and discusses audit planning and focus, quality, staffing, fees and accounting policies with the auditor - the Committee receives post audit feedback from management and the auditor in relation to the conduct of the audit and where significant time is spent - during the conduct of the audit, the Committee considers the auditors’ challenge of management assumptions and judgements - the Committee meets with the auditor in the absence of management to receive and discuss feedback on the conduct of the audit - all Committee members, key members of management, and those who regularly provide input into the Committee provide feedback on how well PwC performed the year end audit - the feedback and conclusions are discussed, along with the conclusion regarding specific audit risks, with an overall conclusion on audit effectiveness reached. Any opportunities for improvement are brought to the attention of the external auditor The Committee concluded that PwC provided an effective, independent and objective audit and that the Committee was therefore satisfied that it had obtained a high quality audit. The Committee agreed to recommend to the Board the reappointment of PwC as the Group’s external auditor and a resolution to this effect will be proposed at the 2026 AGM. ### Non audit services To further safeguard the independence and objectivity of the external auditor, non audit services provided by the external auditor are considered, and where appropriate authorised, by the Committee in accordance with a non audit services policy. This policy limits the amount and type of services undertaken by our auditor. Permitted services are subject to a cap of 70% of the average of the fees paid for the statutory audits over a three year period. The committee reached a general presumption that PwC is not best placed to offer non audit services so as to safeguard their independence. There could be future possible exceptions in respect of a requirement for assurance over ESG and internal controls which the Group’s external auditor is well placed to deliver. Non audit services provided by PwC only relate to access to the auditor’s generic online accounting manual. **Keith Mansfield** **Audit Committee Chair** 10 June 2026 Strategic Report Governance Financial Statements 61 --- Nomination Committee report # Nomination Committee Chair's statement Committee Governance Committee membership and attendance During the year, the Committee comprised: - John Walden (Chair) - Adele Cooper - Keith Mansfield - Mary McNamara - Swarupa Pathakji - Mark Carpenter (CEO) The Committee met twice during the year, and attendance is set out in the table on page 56. Dear Shareholder, I am pleased to present the report of the Nomination Committee (the Committee) for FY26. The Nomination Committee keeps under regular review the structure and composition of the Board and its committees and ensures that the Board and Executive leadership has the appropriate balance of skills, expertise and experience to support the Company. In FY26, the Committee met twice, where significant focus was on board composition and succession planning for the Board. The Committee also commissioned an internal board effectiveness review to build on the actions identified in the previous year's review. Succession planning for Executive Directors and the Senior Leadership Team was also considered in detail. The Committee is satisfied that the composition of the Board is balanced and effective, and that the appropriate corporate governance standards and practices are in place. Following the internal Board performance review in early 2026, the Committee discussed the results of the review, which confirmed the Board and its committees continued to be effective with strong ratings across all areas. The Committee's discussions identified some areas that should be kept under review in FY27, including the development of strategic KPIs, and increasing interaction with the wider workforce. As part of this process, the Committee assessed the ongoing independence of Mary McNamara, who has served on the Board for more than nine years. The Committee recognised her significant contribution and the effective independent challenge she continued to provide and had asked her to stay on for a further year in order to support succession plans. As planned, Mary will now step down from the Board at the conclusion of the 2026 AGM. Following Mary's departure, Adele Cooper will assume the role of Chair of the Remuneration Committee and has been working closely with Mary to ensure a smooth transition. Keith Mansfield will assume the position of the Senior Independent Director alongside his role as Chair of the Audit Committee, and Swarupa Pathakji will take on the role of Chair of the ESG Committee. "The Committee is satisfied that the composition of the Board is balanced and effective, and that the appropriate corporate governance standards and practices are in place." John Walden Nomination Committee Chair ![img-48.jpeg](img-48.jpeg) Strategic Report Governance Financial Statements 62 --- ## Nomination Committee report continued ### Committee responsibilities The Committee is responsible for: - Board composition: The Committee considers the balance of skills, diversity, knowledge and experience of the Board and its committees and reviews the Board's structure, size and composition, including the time commitment required from Non Executive Directors - Board and executive nominations: The Committee leads on the recruitment and appointment process for Directors and makes recommendations regarding any adjustments to the composition of the Board - Board and executive succession planning: The Committee proposes recommendations to the Board for the continuation in service of each Director and ensures that the Board is well prepared for changes to its composition and that appropriate succession plans are in place The Committee has formal Terms of Reference which are reviewed annually and are available on the Company's website. ### Activities of the Committee During the year the main activities of the Committee were as follows: - Considered succession planning for the Executive and Senior Leadership Team, and for the Board - Facilitated Mary McNamara's planned departure and prepared a smooth transition - Discussed and agreed the appointments of new Committee Chairs and Senior Independent Director ### Composition of the Board as at 31 March 2026 INED/Executive split | Chair | 1 | | --- | --- | | INED (excluding the Chair) | 4 | | Executive | 2 | "The Company is committed to creating a positive and inclusive environment where everyone can learn, grow and succeed." ### Diversity and inclusion The Board is committed to building a diverse and inclusive business where everyone is treated fairly and with respect and within which every employee has the opportunity to make a meaningful contribution to the Company's vision and values. The Board policy on diversity, equity and inclusion, sets out the approach to diversity in respect of the Board of Directors. This policy sits alongside Motorpoint employee policy, which sets out the Company's commitments to create a positive and inclusive environment where everyone can learn, grow and succeed. The Board is committed to ensuring that its composition, and that of each of its committees, comprises an appropriate balance of skills, knowledge and experience. Diversity is a vital part of the continued assessment and enhancement of board composition, and the Board recognises the benefits of diversity amongst its members. All Board appointments are made on merit, in the context of achieving the right balance of skills, experience, independence and knowledge which the Board as a whole requires to be effective, taking account of diversity in the manner described above. ![img-49.jpeg](img-49.jpeg) Strategic Report Governance Financial Statements 63 --- ## Nomination Committee report continued The Financial Conduct Authority (FCA) requires listed companies to make disclosures in relation to gender and ethnic diversity at Board and executive management level. The targets are that at least 40% of the Board should be women, at least one of the senior Board positions should be a woman, and at least one member of the Board should be from an ethnic minority background. As at 31 March 2026, 43% of the Board of Directors are women, the Senior Independent Director is a woman, and one member of the Board of Directors is from an ethnic minority background. The Committee continues to promote a culture that actively celebrates diversity throughout the Company, and Nomination Committee discussions around succession planning during FY26 have clarified the Board's intentions in this regard. The charts on the right identify the gender identity and ethnic diversity of members of the Board and executive management. As part of the Company's commitment to Diversity, Equality and Inclusion there are a number of data collection points throughout the employee experience that allow tracking of performance against the objective of having a truly diverse workforce and inclusive culture. This starts at the recruitment stage with an Applicant Tracking System, which facilitates the gathering of data on all applications. Right to work checks are completed for all hired employees and form a further opportunity for data capture. Finally, as part of this disclosure, each member of the team is asked how they identify within the outlined categories, including sexual orientation, ethnic background and any disabilities. The Board's composition and size is kept under review by the Nomination Committee to retain an appropriate balance of skills, experience, diversity and knowledge of the Group. The Board also recognises the importance of diversity and inclusion at senior management level. The Group's SLT is made up of six members, including the CEO and CFO. Information on initiatives on diversity and inclusion can be found in the People section of the Strategic report on pages 22 to 25. ### Reporting table on sex/gender representation ![img-50.jpeg](img-50.jpeg) ### Reporting table on ethnicity representation ![img-51.jpeg](img-51.jpeg) Strategic Report Governance Financial Statements 64 --- ## Nomination Committee report continued ### Board and Committee Performance Review The Board undertakes a formal review of its performance, and that of each Director on an annual basis. The principal committees of the Board also undertake an annual review of their effectiveness in accordance with their Terms of Reference. In FY25, the Board identified two key action points arising from the review, and measured the steps taken throughout the year to achieve them. An update on progress in these areas can be found in the table below. | FY25 Issue/ Recommendation | Action | Progress during FY26 | | --- | --- | --- | | **SLT succession planning** | Nomination Committee to focus on succession planning at senior leadership level, to support with the oversight of the Company's talent pipeline, whilst also factoring in the Company's diversity, equity and inclusion objectives. | A full review of all direct reports into SLT took place, which identified strengths, development areas and ambitions of the respective individuals. | | **Stakeholder engagement** | Carry out a full review of the Company's stakeholders, assessing the best approach for engaging with each party. | A deep dive session into the Company's stakeholders took place, which explored current engagement practices, and how the Board could be kept up to date with those issues that matter most to each stakeholder group. A summary of the Company's stakeholders can be found on pages 16 to 18 of this Annual Report. | In early 2026, the Board carried out an internal performance review of the Board and its committees. The review covered a range of matters including the balance of contributions, quality of debate and constructive challenge, senior leadership succession, stakeholder engagement, the effectiveness of agenda planning and the quality and timeliness of meeting papers. The results of the review were circulated to members of the Board and its recommendations were discussed and actions were agreed and adopted at the April 2026 Nomination Committee meeting. The review confirmed that the Board, its committees and each Director performed strongly and effectively, with all areas of the review rated highly. It was acknowledged that whilst all areas were scored well, the Board would continue to strive for improvement in certain priority areas for FY27, which are set out in the table below. | FY27 area of focus | Action | | --- | --- | | **Strategic oversight** | The Company's strategy was well understood, and the regular strategy sessions held during the year were confirmed to be working well. It was agreed that a set of strategic KPIs should be developed to align with the strategic pillars and allow the Board to have enhanced oversight of progress. | | **Workforce engagement** | To build on the work over previous years in developing stronger relationships with the SLT, it was agreed to assess ways of increasing engagement with the wider workforce, including attendance at SLT meetings, the management conference, and workforce engagement sessions alongside store visits. | ### Election or re-election of Directors In compliance with the 2024 Code, all current Directors, apart from Mary McNamara, will stand for re-election at the forthcoming AGM. The Board has determined that all Directors standing for election or re-election at the AGM continue to be effective, hold recent and relevant experience and continue to demonstrate commitment to the role. Biographical details of each Director standing for election or re-election will be set out in the Notice of AGM. **John Walden** **Nomination Committee Chair** 10 June 2026 Strategic Report Governance Financial Statements 65 --- ESG Committee report # ESG Committee Chair's statement Committee Governance Committee membership and attendance During the year, the Committee comprised: - Adele Cooper (Chair) - Keith Mansfield - Mary McNamara - Swarupa Pathakji - Mark Carpenter (CEO) - Chris Morgan (CFO) The Committee met twice during the year. Attendance is set out in the table on page 56. Dear Shareholder, I am pleased to present the report of the ESG Committee (the Committee) for FY26. The principal purpose of this report is to look back over the financial year ended 31 March 2026 and describe the Committee's responsibilities and activities during the year. In addition to my Committee responsibilities, I also attended management's internal ESG meetings, and I continue to be impressed with Motorpoint's commitment to doing what is right and responsible. The Committee oversees the development and implementation of the Group's ESG strategy and monitors its performance in relation to ESG matters. In FY26, the ESG Committee met twice where it continued to focus on the Group's sustainability and diversity objectives. During the year, the Committee discussed ESG considerations as part of executive remuneration and long term share plans. Initiatives to reduce energy usage continue to be an important area of focus for the Committee. In addition, the Committee has been working closely with the HR Director to review the People agenda, which has included a refresh of the learning and development opportunities available to team members. Committee composition and membership The Committee currently comprises four independent Non Executive Directors, the CEO and CFO. Only members of the Committee are entitled to attend the meetings. Key team members, such as the Head of Internal Audit and Risk, and HR Director, may be invited to attend for all or parts of any meeting, as and when appropriate. Role of the Committee The role and responsibilities of the Committee are set out in its Terms of Reference, which were reviewed in FY26 and can be found on the Company's website. The key objectives of the Committee are to: - assist the Board in overseeing the development and implementation of the Group's ESG strategy and monitoring its performance in relation to ESG matters - oversee and support stakeholder engagement on ESG matters, including, but not limited to, understanding stakeholder reporting expectations - review, prior to approval by the Board, the ESG matters to be presented in the Company's Annual Report and monitor the integrity of these reports - oversee and monitor the Group's progress against any net zero, decarbonisation or other environmental, social or governance strategies - make proposals to the Remuneration Committee regarding appropriate ESG related performance objectives for Executive Directors, and provide an assessment as to the outcomes of the ESG related performance objectives as at the end of the reporting period I would like to thank my colleagues in the Committee for their valued contributions, as well as extending my thanks to our colleagues within the business who have enthusiastically embraced the Group's vision and aims in relation to ESG. Adele Cooper ESG Committee Chair 10 June 2026 "I continue to be impressed with Motorpoint's commitment to doing what is right and responsible." Adele Cooper ESG Committee Chair ![img-52.jpeg](img-52.jpeg) Strategic Report Governance Financial Statements 66 --- Remuneration Committee report # Remuneration Committee Chair's statement Committee Governance Committee membership and attendance During the year, the Committee comprised: - Mary McNamara (Chair) - Adele Cooper - Keith Mansfield - Swarupa Pathakji The Committee met six times during the year and attendance is set out in the table on page 56. Dear Shareholder, I am pleased to present the Company's Directors' Remuneration Report for the financial year ended 31 March 2026. This report is split into two sections: - the new Directors' Remuneration policy, which sets out the remuneration policy that will be subject to a binding shareholder vote at the 2026 AGM - the Annual report on remuneration, which includes this statement and sets out in detail how the remuneration policy has been applied in the year to 31 March 2026, as well as how the new policy will be applied in the forthcoming year. This will be subject to an advisory shareholder vote at the 2026 AGM Performance for FY26 and remuneration outcomes FY26 was a year of strong performance for the Group, with revenue increasing by 8.1% and profit before tax of £7.5m representing growth of 82.9% on prior year. Our data-led approach and continued technology investment have contributed to this growth and outperformance of the wider used car market. As a result of this performance, the FY26 annual bonus targets were achieved at an above-target level and in some cases above the stretch level of the target range, with an overall payout of 77.0% of maximum. The Committee is comfortable this level of bonus payout is reflective of the broader overall performance delivered during the year. The Restricted Share Awards (RSAs) granted to the CEO, CFO and other senior management in June 2023 will vest in June 2026. The Committee reviewed the performance underpin that requires the Committee to be satisfied that business performance is robust and sustainable and that management has strengthened the business over the three-year period to 31 March 2026. During this time, the Company has returned to profitable growth and has significantly increased market share. Through challenging market conditions, the Group made targeted investments and implemented new capabilities in data analytics, AI and online and improved online and store channel integration. We also made significant progress on our ESG agenda. On this basis, the Committee determined that the underpin had been achieved and that the award should be capable of vesting 50% in June 2026, 25% in June 2027 and 25% in June 2028 with all shares required to be held for five years from grant. The Committee considers the remuneration outcomes for FY26 to be appropriate in the context of the strong financial performance, workforce remuneration outcomes and the wider stakeholder experience. ![img-53.jpeg](img-53.jpeg) "The Committee has reviewed the remuneration policy taking into account our ambitious growth strategy and goal to become the UK's largest used car dealer. The addition of a new Stretch Performance Incentive will drive significant, accelerated and sustained profit growth over the next five year period." Mary McNamara Remuneration Committee Chair 67 Strategic Report Governance Financial Statements --- ## Remuneration Committee report continued ### Remuneration policy review Our current incentive structure comprises an annual bonus and RSAs and will have been in force for two policy terms by the time of the 2026 AGM, when we are required to bring a new policy for shareholder approval. The Committee has reviewed the remuneration policy during the year and concluded that it has supported the business strategy well over this period in challenging market conditions and has aligned long term growth and shareholder value by providing more flexibility around long term decision making. Since the start of the current policy cycle, Motorpoint has returned to profitable growth and has significantly outperformed the wider used car market. Looking forward, our omnichannel business model and ambitious strategic plans stand us in good stead as we pursue expanded supply channels and new store openings, while continuing to benefit from our improved online and store channel integration and implementation of data and AI to drive further efficiencies and improved customer experiences. The business, led by our well established executive team, is well placed to take full advantage of the opportunities that exist in our market to build long term shareholder value. Taking into account this ambitious growth strategy and our goal to become the UK's largest used car dealer, we are proposing to introduce the Stretch Performance Incentive (SPI) for FY27 in addition to the regular annual award of RSAs. The SPI is a one off award of shares worth 500% of salary for each Executive Director, with vesting subject to the achievement of profit before tax targets after three, four and five years being FY29, FY30 and FY31. - 40% of the award will vest for achievement of a £20m PBT in FY29 only - 60% of the award will vest for achievement of a £25m PBT target in any of FY29, FY30 or FY31 - 100% of the award will only vest for the achievement of a £30m PBT target, also in any of FY29, FY30 or FY31 - Vesting in relation to FY30 and FY31 performance will be less any vesting at prior performance tests All vested awards are subject to a holding period to the fifth anniversary of the date of grant. If the targets are not achieved within these timeframes, the award will lapse. The current remuneration packages for the CEO, including the second stage salary increase effective 1 April 2026 (as detailed in last year's report), and CFO remain at around the lower quartile compared to FTSE SmallCap companies of a similar size. A payment under the SPI would bring total remuneration up to no higher than a mid market overall level over the next five year period, albeit with the total package being more significantly weighted to long-term performance. The £20m PBT target requires a 167% increase in profit in FY29 from an FY26 baseline, whilst the maximum £30m PBT target requires growth of 300%. These significantly stretching targets ensure that there is a strong link between reward for executives, business performance and shareholder value creation and this represents a very effective bridge to delivering a potentially mid market package if the SPI targets are achieved. The Remuneration Committee will retain discretion to adjust the vesting outcome of SPI awards if it is not reflective of the underlying long term performance of the business, or out of line with the overall shareholder experience. In particular, the Committee and Board will carefully assess the overall quality of earnings in making its assessment of the achievement of the PBT targets in any particular year. Robust malus and clawback provisions will also apply. Our senior leaders, alongside our Executive Directors, are key to ensuring the delivery of our ambitious growth strategy and as such, the SPI would also be granted, on a reduced basis to many current RSA participants, reflecting the level of seniority and role. There is one additional, minor change to policy, to amend the RSA vesting schedule for the Executive Directors so that 100% of awards granted from FY27 onwards may vest after three years, subject to the achievement of the performance underpin. Under the current policy, the vesting schedule is 50%, 25% and 25% after years three, four and five. This simplification of approach aligns with standard market practice across the FTSE, and the use of a single three year vesting period is consistent with the approach that is already applied for RSAs granted to participants below Board. ### Shareholder engagement We consulted with our four largest institutional shareholders, together accounting for over 40% of the issued share capital, on the design and implementation of our new policy, and the Committee was grateful for their time and engagement during this process. The initial proposal for the SPI was for a single profit target of £20m to be achieved in FY29, FY30 and FY31 and an award level of 300% of salary. Feedback received from some shareholders queried whether the profit target was sufficiently stretching, and the risk associated with an incentive based on a single PBT target. Through further engagement with shareholders, we agreed to fix the £20m target at a single year (FY29) and include two additional PBT targets at £25m and £30m to be achieved in FY29, FY30 and FY31, paired with higher award levels. The changes resulted in a more stretched incentive and a lower risk profile compared to the lower single hurdle originally proposed. Strategic Report Governance Financial Statements 68 --- ## Remuneration Committee report continued ### New LTIP rules Our current PSP rules, under which the RSA awards are granted, expire in 2026 and therefore new long term incentive plan (LTIP) rules will be brought to the 2026 AGM for shareholder approval. The new LTIP rules are similar to the PSP rules, align with standard market practice and will facilitate the operation of the new remuneration policy, including the grant of SPI awards. A full summary of the principal terms of the plan is set out in our 2026 AGM notice. This includes the removal of the 5% in 10 years dilution limit following the updated guidance in the Investment Association's Principles of Remuneration, appropriate for the broad based operation of our discretionary employee share plans. ### Application of the Policy for FY27 As explained in last year's report, the CEO's salary was increased to £430,000 effective 1 April 2026, which is the final step in the two step increase. The Committee noted the Group's strong performance in FY26 in determining that this increase was appropriate. The CFO's salary was increased by 2.5% in line with the increase for the workforce. The annual bonus opportunity will remain at 100% of salary and is based on performance measures aligned to the business strategy. The measures and weightings for FY27 have been reviewed resulting in the introduction of a cars sold per FTE measure (13.3%) and the removal of the reduction in Scope 1 and 2 emissions measure. These changes reflect the strategic priorities for FY27, focusing on investment in technology to improve efficiency, whilst progress on Scope 1 and 2 emissions reduction will still be considered through the assessment of the performance underpin for RSAs under ESG. The market share measure has also been replaced with a retail volume growth measure (23.3%) to reflect the expanding market in which the Company operates. The remaining measures are unchanged: PBT (33.3%), cars acquired from consumers (down weighted to 16.7%) and employee engagement (13.3%). Restricted Share Awards will be made over shares equivalent to 75% of salary for both Executive Directors. The awards will vest in full after three years subject to the Committee's assessment of the robust performance underpin. A two-year post vesting holding period applies. Subject to approval of the new policy at the 2026 AGM and the new LTIP rules, SPI awards of 500% of salary will be granted to the CEO and CFO following the 2026 AGM. Fees for Non Executive Directors (NEDs) were reviewed taking into account fee levels at companies of a comparable size and complexity and the time commitment of roles. The base fee has been increased by 4.1% and the fees for additional responsibilities have been increased by 2.5% (rounded up to the nearest '00), in line with the increase for the workforce. The Board Chair's fee has also been increased by 2.5%. ### Conclusion Finally, after ten years, I will be stepping down from the Board and as Chair of the Remuneration Committee at the 2026 AGM. I would like to express my gratitude for the support and contribution of my colleagues on the Board and the colleagues who I have encountered over my time with the Group as the designated NED for workforce engagement. Adele Cooper, a member of the Remuneration Committee since March 2020, will be taking over as Remuneration Committee Chair from the 2026 AGM. On behalf of all of my colleagues on the Committee, I hope that you will support the resolutions on the new policy, the annual report on remuneration and the new LTIP rules at this year's AGM. **Remuneration Committee Chair** 10 June 2026 ![img-54.jpeg](img-54.jpeg) Strategic Report Governance Financial Statements 69 --- ## Remuneration policy This section of the report details the Remuneration policy. The policy set out below will be put to a binding shareholder vote at the AGM on 23 July 2026. If approved, the policy will apply for three years from this date, unless shareholder approval is sought for earlier changes. ### Compliance statement This report has been prepared in accordance with the provisions of the Companies Act 2006 and Schedule 8 of the Large and Medium sized Companies and Groups (Accounts and Reports) (Amendment) Regulations 2008 (as amended). It also meets the requirements of the UK Listing Authority's Listing Rules and the Disclosure and Transparency Rules. The sections of the Remuneration Report that are subject to audit are marked as Audited Information. The remaining sections of the Remuneration Report are not subject to audit. ### Changes to the Remuneration policy The changes made to the remuneration policy approved at the 2023 AGM are as follows: | Element | Amendment to policy | Reason for change | | --- | --- | --- | | **Stretch Performance Incentive (SPI)** *(new element)* | A one off share award of 500% of salary for Executive Directors in addition to the Restricted Share Awards. The SPI award may vest subject to the achievement of profit before tax targets between FY29 and FY31. All vested awards will be subject to a holding period to the fifth anniversary of grant. Relevant changes to the recruitment and loss of office sections of the policy have also been made to reflect the introduction of the SPI. | To incentivise a significant improvement and acceleration in profitability in line with our ambitious strategy and shareholder aspirations. The stretching targets ensure that there is a strong link between reward for executives, business performance and shareholder value creation. | | **Restricted Share Awards (RSAs)** | The vesting profile period for Restricted Share Awards has been changed to 100% vesting after three years subject to the achievement of the performance underpin, with a holding requirement to year five. Previously the vesting schedule was 50%, 25% and 25% of the award vesting after years three, four and five, with a holding requirement to year five. | This simpler approach aligns with standard market practice, and a single three year vesting period is consistent with the approach that is applied for awards granted to RSA participants below Board. | Strategic Report Governance Financial Statements 70 --- ## Remuneration policy continued ### Directors' Remuneration Policy A breakdown of all elements of the Executive Directors' Remuneration Policy and an explanation of how they operate can be found in the table below: | Purpose and link to strategy | Operation | Performance measurement | Maximum opportunity | | --- | --- | --- | --- | | **Base salary** | | | | | To aid the recruitment of Executive Directors of a suitable calibre for the role and to provide a core level of reward to reflect the duties required. | Base salaries will normally be reviewed annually by the Committee with any increases typically taking effect from 1 April each year. | Base salary levels are set at a level to reflect the experience, skills and responsibilities of the individual as well as the scope and scale of their role. Increases to base salary will take into account the performance of the individual and Company and external indicators such as inflation. | While there is no maximum salary, increases will normally be in line with the typical level of increase awarded to other employees of the Group. The Committee may award increases above this level to ensure that the salaries appropriately reflect the role, responsibilities, performance and experience of the Directors. | | **Benefits** | | | | | To provide a market competitive benefits package for the executives to aid recruitment and retention. | The benefits offered to Executive Directors comprise, but are not limited to, family medical insurance and company car. The Committee may offer an equivalent cash allowance instead if it feels it is more suitable. Other reasonable benefits may be offered as appropriate (including, in exceptional circumstances, relocation and/or disturbance allowances). Executive Directors may also be reimbursed for any reasonable expenses incurred in performing their duties, and any income tax payable thereon. | Not applicable. | There is no maximum limit on the value of the benefits provided but the Committee monitors the total cost of the benefit provision on a regular basis. | Strategic Report Governance Financial Statements 71 --- ## Remuneration policy continued | Purpose and link to strategy | Operation | Performance measurement | Maximum opportunity | | --- | --- | --- | --- | | **Pension** | | | | | To provide market competitive pension arrangements for the executives and to aid recruitment and retention. | Executive Directors are eligible for a contribution to the Group personal pension plan, or any other nominated personal pension fund. Where appropriate, Executive Directors may instead receive a cash allowance in lieu of formal pension contributions, or a combination of both. | Not applicable. | A pension contribution is payable in line with the pension available to the majority of the workforce, currently 3% of salary. | | **Annual bonus** | | | | | To encourage improved financial and operational performance and align the interests of Directors with the short term Company strategy. | Bonus payments are subject to the achievement of performance targets normally set over one financial year. Annual bonuses are payable at the sole discretion of the Committee. The Committee has discretion to adjust the formula driven outturn of the annual bonus calculation taking into account underlying performance, overall shareholder experience or employee reward outcome. All bonus payments are payable in cash and subject to appropriate recovery and withholding arrangements. | Performance will normally be based on a mix of financial, operational and/or non financial measures aligned to the strategic objectives of the business. Financial performance will usually be represented by PBT targets, although the Committee reserves the right to include other measures in support of the Company strategy as it sees fit. Stretching performance targets will be determined taking into account internal and external forecasts. For threshold performance, up to 30% of maximum is payable. | 100% of salary. | Strategic Report Governance Financial Statements 72 --- ## Remuneration policy continued | Purpose and link to strategy | Operation | Performance measurement | Maximum opportunity | | --- | --- | --- | --- | | **Long term incentives – Restricted Share Awards** | | | | | To encourage improved financial and operational performance and align the interests of Directors with the long term Company strategy and the interests of shareholders through share ownership. | Awards will normally be granted following the publication of the Company's annual results each year. Restricted Share Awards may normally vest three years from grant, subject to service, and subject to an underpinning financial performance condition. Awards are additionally subject to a post vesting holding period during which time vested shares may not be sold (other than for tax) before five years from grant. This holding period will continue post cessation of employment (to the extent that awards do not lapse). The Committee may determine that dividend equivalents will accrue over the vesting/ holding period. Vesting of awards is at the sole discretion of the Committee and the Committee may reduce the level of the award after grant and at vesting, if it considers that it is appropriate to do so. Restricted Share Awards are subject to recovery and withholding arrangements. | In order for Restricted Share Awards to vest, the Remuneration Committee must be satisfied that business performance is robust and sustainable and that management has strengthened the business. In assessing this performance condition, the Committee will consider financial and non financial KPIs, including ESG targets, as well as delivery against strategic priorities. To the extent it is not satisfied that this performance condition is met, the Committee may scale back the level of vested awards including to zero. | Normally 75% of salary in any year. However, an individual maximum of 100% of salary may apply in exceptional circumstances. | Strategic Report Governance Financial Statements 73 --- ## Remuneration policy continued | Purpose and link to strategy | Operation | Performance measurement | Maximum opportunity | | --- | --- | --- | --- | | **Stretch Performance Incentive** | | | | | A one off share award to drive a significant improvement in profitability and shareholder value creation. Provides strong alignment of the interests of Directors with shareholders. | Awards will be granted in the form of nil cost options which vest on the achievement of performance against stretch targets within a five year performance period to FY31. Any awards vesting prior to the final performance test at the end of the five year performance period will be subject to a post vesting holding period until the fifth anniversary of grant during which time vested shares may not be sold (other than for tax or exceptional circumstances). The Committee may determine that dividend equivalents will accrue over the vesting/ holding period. Vesting of awards is at the sole discretion of the Committee and the Committee may reduce the vesting level if, for example, it considers that it is not reflective of sustained long term performance, individual performance or out of line with the overall shareholder experience. In particular, the Committee will carefully assess the overall quality of earnings in making its assessment of the achievement of the PBT performance goals in any particular year. Awards are subject to recovery and withholding arrangements. | Performance will be assessed against profit before tax (PBT) targets between years three to five of the plan, being FY29 to FY31. For achievement of the following PBT targets in the relevant financial years within this period the following amounts shall vest: - £20m PBT to be achieved in FY29 only, 40% of maximum will vest - £25m PBT to be achieved in FY29, FY30 or FY31, 60% of maximum will vest, less any vesting at prior performance tests - £30m PBT to be achieved in FY29, FY30 or FY31, 100% of maximum will vest, less any vesting at prior performance tests There is no vesting for performance below £20m PBT and the award will vest in full if PBT of £30m or more is achieved during the performance period. There is no graduated vesting scale between targets. | 500% of salary. | Strategic Report Governance Financial Statements 74 --- ## Remuneration policy continued | Purpose and link to strategy | Operation | Performance measurement | Maximum opportunity | | --- | --- | --- | --- | | **All employee share plans** | | | | | To align the interests of Directors and other employees with those of the shareholders through share ownership. | The Company has adopted employee share plans in which the Executive Directors are eligible to participate on the same terms as all other employees. | Not applicable. | In line with statutory limits. | | **Shareholding guidelines** | | | | | To align the interests of Directors with those of the shareholders through share ownership. | All Executive Directors are required to build and maintain a shareholding equivalent in value to 200% of their annual base salary. Until this guideline is met, Directors must retain half of any shares from incentives that vest (after payment of tax and national insurance contributions). Post cessation of employment, executives will be required to retain the lower of the shareholding requirement (200% of salary) or the actual shares they hold on cessation of employment for a period of two years. Any voluntary purchases of shares by the executives will be excluded from this requirement. The Committee has discretion to amend the requirement in certain circumstances as it considers appropriate. | Not applicable. | Not applicable. | Strategic Report Governance Financial Statements 75 --- ## Remuneration policy continued ### Choice of performance measures The Committee retains flexibility as to the choice of performance measures for future annual bonus awards. Measures will be selected as appropriate to reflect the business strategy and to ensure the delivery of sound financial performance. The current performance measures are disclosed in the Annual report on remuneration, together with the link to the business strategy. The Committee sets appropriate and stretching targets for the annual bonus in the context of the Company's business plan, trading environment and strategic plan. The Stretch Performance Incentive is based on the achievement of three stretching profit before tax targets. These targets were set to reflect the achievement of a very significant improvement in profitability, taking into account our ambitious strategy and shareholder aspirations. ### Incentive plan operation The Committee will operate the Company's incentive plans according to their respective rules and consistent with normal market practice, the Listing Rules and HMRC rules where relevant, including flexibility in a number of regards. This includes timing of awards, dealing with leavers and making adjustments to awards following acquisitions, disposals, changes in share capital and other merger and acquisition activity. The Committee also retains the ability to adjust the targets and/or set different measures for the annual bonus plan and SPI awards if events occur which cause it to determine that the conditions are no longer appropriate and the amendment is required so that the conditions achieve their original purpose and are not materially less difficult to satisfy. Recovery and withholding provisions may be operated at the discretion of the Committee in respect of awards granted under the annual bonus plan and share awards in certain circumstances (including where there is a material misstatement or restatement of the Company's accounts, an error in assessing any applicable performance condition or bonus outcome, or in the event of gross misconduct on the part of the participant, material corporate failure, material failure of risk management or serious reputational damage). These provisions apply until the second anniversary of vesting for Restricted Share awards and the third anniversary of the final vesting date for the Stretch Performance Incentive. These time periods are considered to be an appropriate amount of time for circumstances to be discovered, and are in line with market practice for other FTSE SmallCap companies. Any use of the above discretions would, where relevant, be explained in the Annual report on remuneration. ![img-55.jpeg](img-55.jpeg) 76 Strategic Report Governance Financial Statements --- ## Remuneration policy continued ### Remuneration Policy for Non Executive Directors The table below sets out how pay is structured for the Non Executive Directors (NEDs). | Purpose and link to strategy | Operation | Performance measurement | Maximum opportunity | | --- | --- | --- | --- | | **FEES** | | | | | To ensure a fair reward for services provided to the Company. | NEDs receive a fixed base fee in cash and/or shares for their role on the Board, plus supplementary fees for additional responsibilities such as performing the role of SID or chairing one of the Board committees. The Non Executive Chair receives a fixed fee only, and is not eligible for any additional responsibility fees. Fee levels are reviewed normally on an annual basis, and may be increased taking into account factors such as the time commitment and complexity of the role and market levels in companies of comparable size and complexity and other broadly comparable companies. Each NED will be entitled to be reimbursed for all reasonable expenses incurred by them in the course of their duties to the Company (plus amounts in respect of any tax payable) and has the benefit of indemnity insurance maintained by the Group on their behalf indemnifying them against liabilities they may potentially incur to third parties as a result of his/her office as Director. Where there has been a material increase in time commitment in the year, fees may be temporarily increased to reflect this. | Not applicable. | Current fee levels are set out in the Annual report on remuneration. Aggregate fee levels are subject to the maximum limit set out in the Articles of Association. | | **Share ownership guidelines** | | | | | To align the interests of Directors with those of shareholders through share ownership. | All NEDs are encouraged to build and maintain a shareholding equivalent in value to 100% of their annual fees. | Not applicable. | Not applicable. | Strategic Report Governance Financial Statements 77 --- ## Remuneration policy continued ### Reward scenarios The bar charts in this section detail how the composition of the Executive Directors' remuneration package varies at different levels of performance. - Threshold includes fixed pay only (i.e. base salary, benefits and pension) - On target includes fixed pay, 60% of maximum bonus, full vesting of Restricted Shares and no vesting under the Stretch Performance Incentive given the stretch nature of the plan - Maximum includes fixed pay, maximum bonus payout, full vesting of Restricted Shares and maximum vesting of the Stretch Performance Incentive (annualised over five years to reflect the maximum vesting period) - Maximum plus the impact of 50% share price appreciation on Restricted Shares and the Stretch Performance Incentive Salary levels are effective as at 1 April 2026, and the value for benefits is the cost of providing those benefits in FY26. No share price growth has been factored into the chart, except where indicated, and all amounts have been rounded to the nearest £1,000. ![img-56.jpeg](img-56.jpeg) Strategic Report Governance Financial Statements 78 --- ## Remuneration policy continued ### Approach to recruitment remuneration In determining the remuneration package for a new Executive Director, the Committee takes into account the skills and experience of the individual, the market rate for a candidate of that experience and the importance of securing the individual. New Executive Director hires (including those promoted internally) will be offered packages in line with the policy in place at the time, except as noted below. If it is considered appropriate to set the salary for a new Executive Director at a level which is below market, his or her salary may be increased in future periods to achieve the desired market positioning by way of a series of phased above inflation increases, subject to his or her continued development in the role. Any bonus payment for the year of joining will normally be prorated to reflect the proportion of the period worked, and the Committee may set different performance measures and targets, depending on the timing and nature of the appointment. The ongoing annual bonus and Restricted Share Award opportunities will be in line with the limits set out in the policy table. A new Executive Director may be entitled to receive a Stretch Performance Incentive award at the discretion of the Committee; the maximum award level will be no higher than the limit set out in the policy table and the date of appointment relative to the performance period of the award will be considered. The Committee recognises that it may be necessary in some circumstances to provide compensation for amounts forfeited from a previous employer (buy out awards). Any buy out awards would be limited to the value of remuneration forfeited when leaving the former employer and would be structured so as to be, to the extent possible, no more generous in terms of the key terms (e.g. delivery mechanism, time to vesting, expected value and performance conditions) than the incentive it is replacing. Where possible, any such payments would be facilitated through the Company's existing incentive plans, but, if not, the awards may be granted outside of these plans, as permitted under the Listing Rules, which allow for the grant of awards to facilitate the recruitment of an Executive Director. In the case of an internal appointment, any variable pay element awarded in respect of the prior role will be allowed to continue according to its original terms or adjusted as considered appropriate to reflect the new role. ### External directorships Executive Directors are permitted to take on external non executive directorships at other listed companies, though normally only one other appointment, to bring a further external perspective to the Group and help in the development of key individuals' experience. In order to avoid any conflicts of interest, all appointments are subject to the approval of the Nomination Committee. Executive Directors are permitted to retain the fees arising from any appointments undertaken. ### Service contracts and payments for loss of office The terms of Directors' service contracts and letters of appointments are available for inspection at the Company's registered office. | Director | Date of initial appointment | Date of expiry | Notice period by Company or Director | | --- | --- | --- | --- | | **Executive Directors** | | | | | Mark Carpenter | 12 May 2016 | N/A | 9 months | | Chris Morgan | 11 January 2021 | N/A | 9 months | | **Non Executive Directors** | | | | | John Walden | 10 January 2022 | 10 January 2028 | 3 months | | Mary McNamara | 13 May 2016 | 23 July 2026 | 3 months | | Adele Cooper | 6 March 2020 | 6 March 2029 | 3 months | | Keith Mansfield | 20 May 2020 | 20 May 2029 | 3 months | | Swarupa Pathakji | 01 October 2024 | 01 October 2027 | 3 months | Strategic Report Governance Financial Statements 79 --- ## Remuneration policy continued The remuneration related elements of the current contracts for Executive Directors are as follows: | Provisions | Treatment | | --- | --- | | **Termination payment** | The Company may (at its discretion) elect to terminate the employment by making a payment in lieu of notice equivalent in value to the base salary which the Executive Director would have received during any unexpired period of notice. | | **Mitigation** | The payment in lieu of notice will be payable in monthly instalments (subject to mitigation, i.e. reduced on a pound for pound basis if alternative employment/engagement is taken up during the payment period). | | **Annual bonus** | There is no contractual right to any bonus payment in the event of termination, although in certain circumstances the Committee may exercise its discretion to pay a bonus at the normal time for the period of active service and normally based on performance assessed after the end of the financial year. The holding period in respect of deferred shares, if applicable, will normally be retained. | | **Share awards** | The default treatment for Restricted Share Awards and the Stretch Performance Incentive under the rules of the Performance Share Plan and new Long Term Incentive Plan is for all unvested awards to lapse in full on cessation, or, at Committee discretion, earlier service of notice, unless the Remuneration Committee decides otherwise in exceptional circumstances. However, for Restricted Share Awards, if the participant ceases to be an employee or a Director within the Group because of their death, injury, disability, retirement, redundancy, their employing company or the business for which they work being sold out of the Group or in other circumstances at the discretion of the Committee, then their award will normally vest on the original scheduled vesting date (except in the case of death, where the default position will be for the award to vest on cessation of employment). For Restricted Share Awards, the default position in this case is that an award will normally vest subject to: (i) the assessment of the performance underpin over the measurement period; and (ii) the prorating of the award by reference to the period of time served in employment relative to the vesting period. Post vesting holding periods will normally continue to apply. However, the Committee can decide to allow early vesting (including early assessment of any underpin or performance condition) and/or reduce or eliminate the prorating of an award if it regards it as appropriate to do so in the particular circumstances. | | **Other** | Outstanding shares or awards under an all employee share plan will vest in accordance with the terms of the plan and HMRC legislation. The Committee may pay any statutory entitlements or settle or compromise claims in connection with a termination of employment, where considered in the best interest of the Company. Outplacement services and reimbursement of legal costs may also be provided. | Strategic Report Governance Financial Statements 80 --- ## Remuneration policy continued ### Legacy arrangements In approving this Directors' Remuneration policy, authority is given to the Company to honour any commitments entered into with current or former Directors that have been disclosed to and approved by shareholders in previous years. Details of any payments to former Directors will be set out in the Annual report on remuneration as they arise. ### Consideration of pay conditions within the wider team When making decisions on executive remuneration, the Committee takes into account pay conditions for the Company as a whole. The Committee does not directly consult with team members when designing the policy. The Group has a strong 'team culture' and accordingly there is consistency in how packages are structured across the whole Senior Management team, with all Executive Directors and Senior Managers participating in the same annual incentive and long term incentive plans. However, there are some differences in the structure of the remuneration policy for the Executive Directors compared with other Senior Managers, which the Committee believes are necessary to reflect the different levels of responsibility. The two main differences are the increased emphasis on variable pay for Executive Directors and a greater focus on long term alignment (through additional holding periods for the share awards and minimum shareholding guidelines). Within the wider Group, all team members receive salary, benefits and pension and are eligible to receive an annual bonus. Periodic reviews against market data are undertaken to ensure an appropriate cascade of remuneration throughout the Group. ### Shareholder views The Committee values the views of the Company's shareholders and takes into account guidance from proxy voting agencies in designing the policy and determining its operation annually. As part of the Remuneration policy review, the Committee engaged with the largest shareholders to understand their views on the proposed policy. Further details of this engagement are set out in the Annual Statement in this report. Shareholder feedback received in relation to the AGM, as well as any additional feedback received during the year, is considered as part of the Company's annual review. ![img-57.jpeg](img-57.jpeg) Strategic Report Governance Financial Statements 81 --- ## Annual report on remuneration This part of the report has been prepared in accordance with Part 4 of The Large and Medium sized Companies and Groups (Accounts and Reports) (Amendment) Regulations 2013 (as amended in 2018 and 2019) which amended The Large and Medium sized Companies and Groups (Accounts and Reports) Regulations 2008, and 6.6R of the UK Listing Rules. The Directors' Remuneration Report, excluding the Remuneration policy section, will be put to an advisory shareholder vote at our 2026 AGM. ### Committee Governance Committee membership and attendance During the year, the Committee comprised: - Mary McNamara (Chair) - Adele Cooper - Keith Mansfield - Swarupa Pathakji The Chair, CEO and CFO attend meetings by invitation but are not members of the Committee. The Committee met six times during the year and attendance is set out in the table on page 56. ### Advice to the Committee The Committee receives information and takes advice from inside and outside the Group. Internal support is provided by the Company Secretary. The CEO and any other Director or employee may be invited to attend Committee meetings by the Chair where relevant. No individual is present when matters relating to his or her own remuneration are discussed. Following a formal review by the Committee during 2020, Korn Ferry was appointed as advisor to the Committee. Korn Ferry is a signatory to the Remuneration Consultants' Code of Conduct and has confirmed to the Committee that it adheres in all respects to the terms of the Code. Fees paid to Korn Ferry during the year were £77,971 (ex VAT), which reflected the applicable hourly rates agreed with Korn Ferry. The Committee is satisfied, following a discussion involving all the members of the Committee, that the advice it received is objective and independent. Korn Ferry did not provide any other services to the Company during the year. ### Remuneration in FY26 #### Directors' single figure of remuneration (audited) The table below shows the aggregate emoluments earned by the Directors of the Company during FY26 and also sets out the comparative information for FY25. | Director | Period | Salary/ fees (£'000) | Benefits^{1} (£'000) | Pension (£'000) | Other^{2} (£'000) | Total fixed remuneration (£'000)^{3} | RSA^{4} (£'000) | Bonus (£'000) | Total variable remuneration (£'000) | Total (£'000) | | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | | **Mark Carpenter** | FY26 | 400 | 3 | 12 | 1 | 416 | 284 | 308 | 592 | 1,008 | | | FY25 | 371 | 3 | 11 | 0 | 385 | 195 | 209 | 404 | 789 | | **Chris Morgan** | FY26 | 300 | 3 | 9 | 1 | 313 | 207 | 231 | 438 | 751 | | | FY25 | 271 | 3 | 8 | 0 | 282 | 142 | 152 | 294 | 576 | | **John Walden** | FY26 | 206 | 0 | 0 | 0 | 206 | 0 | 0 | 0 | 206 | | | FY25 | 206 | 0 | 0 | 0 | 206 | 0 | 0 | 0 | 206 | | **Mary McNamara** | FY26 | 61 | 0 | 0 | 0 | 61 | 0 | 0 | 0 | 61 | | | FY25 | 59 | 0 | 0 | 0 | 59 | 0 | 0 | 0 | 59 | | **Adele Cooper** | FY26 | 52 | 0 | 0 | 0 | 52 | 0 | 0 | 0 | 52 | | | FY25 | 50 | 0 | 0 | 0 | 50 | 0 | 0 | 0 | 50 | | **Keith Mansfield** | FY26 | 56 | 0 | 0 | 0 | 56 | 0 | 0 | 0 | 56 | | | FY25 | 54 | 0 | 0 | 0 | 54 | 0 | 0 | 0 | 54 | | **Swarupa Pathakji^{5}** | FY26 | 48 | 0 | 0 | 0 | 48 | 0 | 0 | 0 | 48 | | | FY25 | 23 | 0 | 0 | 0 | 23 | 0 | 0 | 0 | 23 | 1. Relates to provision of family private medical insurance. 2. This also includes the value of the discount offered in relation to the SAYE options granted during the year, which was worth £609. 3. In prior years, the face value on grant of the RSA awards granted during the relevant financial year have been disclosed. However to align with market practice, the RSA vesting in relation to the assessment of the performance underpin condition for the relevant financial year is now included in the table. Therefore, for the year ended 31 March 2026, the value of RSA awards included in the single figure table is the FY24 RSA award vesting. The value has been calculated based on the share price over the final quarter of 132.8p. The prior year RSA figure has been changed to the 2023 RSA award vesting which had an underpin performance assessment for the financial year ended 31 March 2025. The underpin performance assessment was achieved and the award has been valued based on a share price of 170.0p for 50% of the award being the share price on the first vesting date on 23 June 2025, whilst the remainder of the award, vesting 25% on 23 June 2026 and 25% on 23 June 2027 is valued based on the share price over the final quarter of the 31 March 2026 financial year. 4. Swarupa Pathakji joined the Board on 1 October 2024. Strategic Report Governance Financial Statements 82 --- ## Annual report on remuneration continued ### Details of variable pay earned in the year (audited) #### Annual bonus Executive Directors were eligible for a maximum annual bonus payment of 100% of salary. The table below sets out the performance conditions and targets that were set in relation to FY26 and the performance achieved. | Performance measure | Weighting | Performance required | | | Performance achieved | Payout of element before Committee discretion (% of maximum) | | --- | --- | --- | --- | --- | --- | --- | | | | Threshold (30% of maximum payout) | Target (60% of maximum payout) | Stretch (100% of maximum payout) | | | | PBT (adjusted, underlying) | 33.3% | £7.0m | £8.0m | £9.0m | £7.5m | 15.0% | | Growth in share of market we operate in | 23.3% | +ve | +0.1% | +0.2% | +0.15% | 18.7% | | **DIGITAL MEASURES:** | | | | | | | | Cars acquired from consumers (SYC/PX) | 23.3% | 15,500 | 16,000 | 16,750 | 19,143 | 23.3% | | **ESG MEASURES:** | | | | | | | | Employee engagement^{1} | 13.3% | 1 star | 2 star | 3 star | 3 star (78%) | 13.3% | | LFL Scope 1 and 2 emissions, and business travel reduction (Kg CO_{2} per sq ft) | 6.7% | -2.5% | -3.75% | -5% | -5.5% | 6.7% | | **Total Bonus for the CEO and CFO (percentage of maximum overall)** | | | | | | 77.0% | 1. Employee engagement rating of 78% is the equivalent of a 3 star rating based on surveys carried out by WorkL in previous years. The bonus payout for FY26 is 77.0% of maximum, and equates to a bonus for the CEO of £308,000 and for the CFO of £231,000. Strategic Report Governance Financial Statements 83 --- ## Annual report on remuneration continued The below table sets out details of the Executive Directors' outstanding awards under the RSA and the SAYE. | Name | Year of grant | Scheme | Number of Awards at 31 March 2025 | Number of Awards granted during the period | Number of Awards at 31 March 2026 | Vesting date | Exercise price | | --- | --- | --- | --- | --- | --- | --- | --- | | Mark Carpenter | FY21 | 2021 RSA | 75,753 | – | 75,753 | 24 Aug 2023^{1} | – | | | FY22 | 2022 RSA | 95,558 | – | 95,558 | 16 Jun 2024^{1} | – | | | FY23 | 2023 RSA | 128,627 | – | 128,627 | 23 Jun 2025^{1} | – | | | FY24 | 2024 RSA | 214,220 | – | 214,220 | 27 Jun 2026^{1} | – | | | FY25 | 2025 RSA | 193,931 | – | 193,931 | 26 Jun 2027^{1} | – | | | FY26 | 2026 RSA | – | 178,253 | 178,253 | 2 Jul 2028^{1} | – | | | FY23 | 2023 SAYE | 2,589 | – | 2,589 | 1 Feb 2026 | 139.00p | | | FY24 | 2024 SAYE | 5,376 | – | 5,376 | 1 Feb 2027 | 69.00p | | | FY25 | 2025 SAYE | 4,700 | – | 4,700 | 1 Feb 2028 | 117.75p | | | FY26 | 2026 SAYE | – | 4,355 | 4,355 | 1 Feb 2029 | 125.70p | | Chris Morgan | FY22 | 2022 RSA | 69,621 | – | 69,621 | 16 Jun 2024^{1} | – | | | FY23 | 2023 RSA | 93,482 | – | 93,482 | 23 Jun 2025^{1} | – | | | FY24 | 2024 RSA | 156,074 | – | 156,074 | 27 Jun 2026^{1} | – | | | FY25 | 2025 RSA | 145,532 | – | 145,532 | 26 Jun 2027^{1} | – | | | FY26 | 2026 RSA | – | 137,701 | 137,701 | 2 Jul 2028^{1} | – | | | FY23 | 2023 SAYE | 2,589 | – | –^{2} | 1 Feb 2026 | 139.00p | | | FY24 | 2024 SAYE | 5,376 | – | 5,376 | 1 Feb 2027 | 69.00p | | | FY25 | 2025 SAYE | 4,700 | – | 4,700 | 1 Feb 2028 | 117.75p | | | FY26 | 2026 SAYE | – | 4,355 | 4,355 | 1 Feb 2029 | 125.70p | 1. The first tranche of the RSA shares vest on their third anniversary of grant, at 50% of the award and then 25% vests on the fourth and fifth anniversaries of grant. 2. Chris Morgan exercised 2,589 shares on 1 February 2026. Strategic Report Governance Financial Statements 84 --- ## Annual report on remuneration continued ### Restricted Share Awards (RSAs) The Restricted Share Awards level for the Executive Directors is normally 75% of salary each year. In order for Restricted Shares to vest, the Committee must be satisfied that, over the three financial years beginning with the year of grant, the business performance is robust and sustainable, and that management has strengthened the business. In assessing this performance condition, the Committee will consider financial and non financial KPIs of the business, including ESG targets, as well as delivery against strategic priorities. To the extent it is not satisfied that this underpinning performance condition has been met, the Committee may scale back the level of vested awards, including to zero. ### RSA awards granted in FY24 with performance underpin assessment period ended in the year under review RSAs in the form of nil cost options (Options) granted under the rules of the PSP were based on a 'reference price' of 130.0p instead of the share price of 100.5p on grant to recognise the fall in share price compared to the prior year's award and to ensure the number of shares granted was not excessive. | | Date of grant | Grant level as % of salary | Number of shares awarded | Share price | Face value of award | Estimated value on vesting^{1} | Measurement period for performance underpin | Vesting schedule^{2} | | --- | --- | --- | --- | --- | --- | --- | --- | --- | | Mark Carpenter | 27 June 2023 | 58% | 214,220 | 100.5p | £215,291 | £284,436 | 1 April 2023 to 31 March 2026 | 50% on 27 June 2026 | | Chris Morgan | 27 June 2023 | 58% | 156,074 | 100.5p | £156,854 | £207,231 | | 25% on 27 June 2027 | | | | | | | | | | 25% on 27 June 2028 | 1. Based on the three month average share price to 31 March 2026 of 132.8p. The amount attributable to share price appreciation is £69,145 for Mark Carpenter and £50,377 for Chris Morgan. 2. Vested shares must be held until five years from grant. ### Assessment of performance underpin condition The Committee carefully considered the achievement of the performance underpin (as described in the policy section of this report) over the three financial years to 31 March 2026 and noted the following: - Significant progress despite external headwinds including stock shortages, the cost of living crisis, and increasing inflation and interest rates which impacted both customer demand and the Group's cost base. - Profit has increased significantly with consistent growth in market share over the same period and record sales volumes of 64.6k vehicles achieved in FY26. - Significant efforts to overcome the adverse trading conditions, through focus on the cost base and profit margins. - Improved efficiency and overall digital customer journey through leveraging the benefits of data and AI. - Excellent progress on our strategic priorities, recommencing new store opening programme in December 2024, with a strong pipeline of potential future openings, the introduction of Sell Your Car buying service and new ancillary products. - Customer satisfaction at consistently high, industry leading levels, and excellent Trustpilot scores. - Strong progress on our ESG objectives, with notable reductions in emissions over the three year period, and the Company also being awarded the Financial Times accolade of being a European leader in climate change. In addition, we were also named in The Sunday Times Best Places to Work. On this basis, the Committee concluded that the performance underpin condition had been achieved and that there was no need to scale back the number of vested awards. The Committee also considered the overall value of awards on vesting and concluded that there was an appropriate link between reward and performance, and alignment of interest between management and shareholders over the period. Strategic Report Governance Financial Statements 85 --- ## Annual report on remuneration continued ### RSA awards granted in year under review RSAs in the form of nil cost options ('Options') were granted under the rules of the PSP on 23 June 2025, based on the average of the closing middle market quotations of the share price during the five dealing days before grant, being 168.3p. | | Date of grant | Grant level as % of salary | Number of shares awarded | Share price | Face value of award | Measurement period for performance underpin | | --- | --- | --- | --- | --- | --- | --- | | Mark Carpenter | 23 June 2025 | 75% | 178,253 | 168.3p | £300,000 | 1 April 2025 to 31 March 2028 | | Chris Morgan | 23 June 2025 | 75% | 137,701 | 168.3p | £231,750 | 1 April 2025 to 31 March 2028 | ### Save As You Earn (SAYE) (audited) In December of each year since 2016, Motorpoint has launched a SAYE scheme for all permanent employees. For the FY26 scheme, eligible employees are invited to subscribe for options over the Company's shares at an exercise price representing a 10% discount to the average closing mid market price of the shares over the three day period ending the dealing day before the invitation date. The maximum subscription offered is £500 per month over the 36 month saving period. | | Date of grant | Number of SAYE options awarded | Exercise price | Face value of award^{1} | Date on which exercisable | | --- | --- | --- | --- | --- | --- | | Mark Carpenter | 01 February 2026 | 4,355 | 125.7p | £6,083 | Between 1 February 2029 and 31 July 2029 | | Chris Morgan | 01 February 2026 | 4,355 | 125.7p | £6,083 | Between 1 February 2029 and 31 July 2029 | 1. Face value of award based on number of SAYE options granted and a share price of 139.7p being the average closing mid market price of the shares over the three day period ending the dealing day before the invitation date. ### Payments to past Directors and payments for loss of office (audited) There have been no payments to past Directors and no payments for loss of office during the year. Strategic Report Governance Financial Statements 86 --- ## Annual report on remuneration continued ### Table of Directors' share interests (audited) The share interests of each Director as at 31 March 2026 (together with interests held by his or her connected persons) are set out in the table below. Executive Directors are required by the policy to hold shares to the value of 200% of salary and must retain 50% of any outstanding Restricted Shares vesting (net of any taxes due) until this guideline is met. It is noted that the CFO is currently building up his holding to the 200% level through RSAs, which will vest in coming years. Additionally, the Non Executive Directors are encouraged to hold shares to the value of 100% of their annual fee. Shareholdings are set out as a percentage of salary or fees in the table below. | Name | Number of beneficially owned shares^{1} | Number of vested RSAs^{2} | Number of unvested RSAs | Number of vested unexercised SAYE options | Number of unvested SAYE options | At 31 March 2026 | | | --- | --- | --- | --- | --- | --- | --- | --- | | | | | | | | Total | Percentage of salary/fees^{3} | | **Executive Directors** | | | | | | | | | Mark Carpenter | 8,431,693 | 212,774 | 674,606 | 2,589 | 14,431 | 9,336,093 | 2,799% | | Chris Morgan | 34,666 | 99,491 | 503,453 | – | 14,431 | 652,041 | 15% | | **Non Executive Directors** | | | | | | | | | John Walden | 137,000 | – | – | – | – | 137,000 | 88% | | Mary McNamara | 74,600 | – | – | – | – | 74,600 | 162% | | Adele Cooper | 13,327 | – | – | – | – | 13,327 | 34% | | Keith Mansfield | 36,876 | – | – | – | – | 36,876 | 87% | | Swarupa Pathakji | 7,008 | – | – | – | – | 7,008 | 19% | 1. Some of these shares may be held through nominees. 2. This includes dividend equivalents awarded for these shares. 3. Calculated as the value of all fully owned shares held at 31 March 2026 (i.e. excludes vested and unvested Restricted Share Awards and vested and unexercised, and unvested SAYE options), valued using the three month average share price over the period to 31 March 2026 (132.8p), divided by base salary as effective 31 March 2026. During the period from 1 April 2026 to the publication of this report, there have been no changes to the Directors' share interests set out above. None of the Directors hold any loans against their shares or otherwise use their shares as collateral. ### External directorships None of the Executive Directors currently hold non executive directorships at any other listed companies. 87 Strategic Report Governance Financial Statements --- ## Annual report on remuneration continued ### Total Shareholder Return and Chief Executive Officer earnings history The chart in this section shows the Company's Total Shareholder Return performance compared with that of the FTSE SmallCap Index over the period from the date of the Company's admission onto the London Stock Exchange, to 31 March 2026. The FTSE SmallCap Index has been chosen as an appropriate comparator as it is the index of which the Company is a constituent. ![img-58.jpeg](img-58.jpeg) The total remuneration figure for the CEO since FY17 is shown in the table below, along with the value of bonuses paid, and LTIP vesting, as a percentage of the maximum opportunity. Mark Carpenter has been CEO for the entire period. | | FY17 | FY18 | FY19 | FY20 | FY21 | FY22 | FY23 | FY24 | FY25 | FY26 | | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | | Total remuneration^{1} (£'000) | 262 | 443 | 287 | 410 | 466 | 978 | 808 | 636 | 789 | **1,008** | | Annual bonus (% of maximum) | 0% | 61% | 0% | 39% | 0% | 94% | 38.8% | 10% | 56.2% | **77.0%** | | LTIP vesting (% of maximum) | N/A^{2} | N/A^{2} | 0% | 0% | 0% | 0% | 100%^{3} | 100%^{3} | 100%^{3} | **100%^{3}** | 1. From FY25, the total remuneration figure includes the value of the RSA vesting in relation to the performance underpin assessment for the relevant financial year. 2. No long term incentive awards were eligible to vest over the relevant period. 3. Restricted shares subject to an assessment of the performance underpin conditions. Strategic Report Governance Financial Statements 88 --- ## Annual report on remuneration continued ### Change in remuneration of Directors and employees The table below compares the difference in remuneration payable to the Directors over the period FY21 to FY26 to the average employee of the Company. For the purpose of this disclosure, these figures have been compiled comparing the average of all employees in the corresponding periods separately and are based on annualised figures for each year. | | | Mark Carpenter (CEO) | Chris Morgan (CFO)^{1} | John Walden^{2} | Adele Cooper^{3} | Keith Mansfield | Mary McNamara | Swarupa Pathakji^{4} | Average employee in the Group | | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | | FY25 vs FY26 | Base salary/fees % change | 7.2% | 9.7% | 0% | 3.8% | 3.6% | 3.3% | N/A | 5.7% | | | Benefits % change | 0% | 0% | 0% | 0% | 0% | 0% | N/A | 0% | | | Annual bonus % change^{5} | 37.1% | 37.1% | 0% | 0% | 0% | 0% | N/A | 9.6% | | FY24 vs FY25 | Base salary/fees % change | 0% | 0% | 0% | 0% | 0% | 0% | N/A | 5.2% | | | Benefits % change | 0% | 0% | 0% | 0% | 0% | 0% | N/A | 0% | | | Annual bonus % change^{5} | 100% | 100% | 0% | 0% | 0% | 0% | N/A | 32.9% | | FY23 vs FY24 | Base salary/fees % change | 3.0% | 3.0% | 3.0% | 3.0% | 3.0% | 3.0% | N/A | 6.6% | | | Benefits % change | (65.8)% | 0% | 0% | 0% | 0% | 0% | N/A | 0% | | | Annual bonus % change^{5} | (73.6)% | (73.6)% | 0% | 0% | 0% | 0% | N/A | (40.4)% | | FY22 vs FY23 | Base salary/fees % change | 3.0% | 3.0% | N/A | 22.5% | 10.6% | 9.4% | N/A | 10.6% | | | Benefits % change | 0% | 0% | N/A | 0% | 0% | 0% | N/A | 0% | | | Annual bonus % change^{5} | (57.0)% | (57.0)% | N/A | 0% | 0% | 0% | N/A | 11.6% | | FY21 vs FY22 | Base salary/fees % change | 51.5% | N/A | N/A | 5.3% | 17.5% | 8.2% | N/A | 8.5% | | | Benefits % change | 0% | N/A | N/A | 0% | 0% | 0% | N/A | 14.6% | | | Annual bonus % change^{5} | 100.0% | N/A | N/A | 0% | 0% | 0% | N/A | 41.4% | 1. Chris Morgan joined the Board in January 2021. 2. John Walden joined the Board in January 2022. 3. Adele Cooper's increase also reflects taking on the additional role of Chair of the ESG Committee in FY23. 4. Swarupa Pathakji joined the Board in October 2024. 5. Includes performance related commission for employees; Executive Directors elected not to take an annual bonus in 2021. Strategic Report Governance Financial Statements 89 --- ## Annual report on remuneration continued ### CEO to employee pay ratio The table below discloses the ratio between the CEO's remuneration and Motorpoint's wider workforce. | FY | Method | 25th percentile pay ratio | Median pay ratio | 75th percentile pay ratio | | --- | --- | --- | --- | --- | | 2026 | Option A | 38.8:1 | 34.6:1 | 26.4:1 | | 2025 | Option A | 35.4:1 | 30.5:1 | 20.6:1 | | 2024 | Option A | 20.2:1 | 14.1:1 | 10.2:1 | | 2023 | Option A | 29.5:1 | 25.8:1 | 15.1:1 | | 2022 | Option A | 31.3:1 | 28.3:1 | 16.4:1 | | 2021 | Option A | 17.6:1 | 15.8:1 | 10.7:1 | | 2020 | Option A | 20.5:1 | 18.0:1 | 10.25:1 | Disclosure of employee data used to calculate the ratio for FY26: | | 25th percentile | Median | 75th percentile | | --- | --- | --- | --- | | Total pay and benefits of employees | £28,788 | £32,866 | £43,192 | | Basic salary of employees | £24,602 | £28,080 | £35,042 | The table above sets out the CEO pay ratio for each financial year from FY20. The CEO pay is compared to the pay of our UK employees at the 25th, 50th and 75th percentile, calculated by reference to 31 March 2026. In line with last year's calculation, the ratios have been calculated in accordance with Option A, as this is considered to be the most accurate method of calculation. CEO pay has been calculated using the total single figure. The total pay for employees comprises full time equivalent salary, benefits, pension and annual bonus payments relating to FY26 performance. Remuneration for part time employees has been calculated on a full time basis based on the full time number of hours for the role. At 34.6:1, the median CEO pay ratio has increased for FY26, this is primarily due to the CEO's increased salary and bonus following improved business performance year on year, as well as an increase in the number of trainees and apprentices hired by the business. The median pay ratio trend over recent years continues to align with the overall business performance of the Company. The Committee is satisfied the ratios are representative of Motorpoint's pay and reward policies, taking into account that the reward policies and practices across the Group are considered by the Committee in the design and implementation of the remuneration policy each year for the Executive Directors. ### Relative importance of spend on pay The following table sets out the percentage change in employee costs and dividends paid in FY26 compared to the prior year. | | FY25 (£m) | FY26 (£m) | Percentage change | | --- | --- | --- | --- | | Total employee remuneration | 39.4 | 39.9 | 1.3% | | Dividends paid | 0 | 1.7 | 100% | ### Statement of shareholder voting (2023 and 2025 AGM voting) The following table shows the voting results at the Company's 2023 and 2025 AGMs in respect of the resolution on the Remuneration Report for FY25 and the resolution to approve the current Directors' Remuneration Policy that was put forward in 2023. | Votes cast | % votes for | % votes against | Votes withheld | | --- | --- | --- | --- | | Directors' Remuneration Report FY25 (2025 AGM) | 96.50 | 3.50 | 10,876 | | Directors' Remuneration Policy FY23 (2023 AGM) | 97.73 | 2.27 | 0 | ### Implementation of the policy in FY27 #### Base salaries As explained earlier in the report, the CEO's salary has been increased to £430,000 in the final step of a two-step increase. The CFO's increase is in line with the average increase for the workforce for FY27 of 2.5%. | | 1 April 2025 | 1 April 2026 | Percentage change | | --- | --- | --- | --- | | Mark Carpenter | £400,000 | £430,000 | 7.5% | | Chris Morgan | £300,000 | £307,500 | 2.5% | #### Benefits and Pension No changes are proposed to the provision benefits. Executive Directors will continue to receive family private medical insurance, and a company car. Pension contributions (or cash in lieu of pension) will be 3% of salary for the CEO and CFO. Strategic Report Governance Financial Statements 90 --- ## Annual report on remuneration continued ### Annual bonus The annual bonus opportunity will remain at 100% of salary and is based on performance measures aligned to the business strategy. The Committee has reviewed the measures and weightings in light of the strategic priorities for FY27. The measures are as follows: PBT (33.3%), market share growth (23.3%), cars acquired from consumers (16.7%), cars sold per FTE (13.3%), and employee engagement (13.3%). PBT measures the delivery of sustainable profitable growth whilst growth in market share, cars acquired from consumers and cars sold per FTE directly link to the strategy pillar to increase customer acquisition and retention, and our technical investment to improve efficiency. Our team members are a key stakeholder group that will drive performance and deliver our strategy. The Committee considers the forward looking targets to be commercially sensitive as they relate to the current financial year, but full disclosure of targets and performance against them will be provided in next year's Annual Report. ### Restricted Shares We will review the grant level at the time the award is made but based on the share price at the time of writing we anticipate making the award at the normal policy level of 75% of salary. In order for Restricted Shares to vest, the Committee must be satisfied that business performance is robust and sustainable and that management has strengthened the business. In assessing this performance condition, the Committee will consider financial and non financial KPIs, including ESG performance, as well as delivery against strategic priorities. To the extent it is not satisfied that this performance condition is met, the Committee may scale back the level of vested awards, including to zero. This performance assessment will take place at the end of the third year. The shares will vest in full after three years, subject to the achievement of the underpin. A two year post vesting holding period applies. ### Stretch Performance Incentive Subject to approval of the new policy at the 2026 AGM and the new LTIP rules, the CEO and CFO will both be granted a Stretch Performance Incentive award of 500% of salary. Vesting of the award is subject to the achievement of profit before tax targets after three, four and five years being FY29, FY30 and FY31. All vested awards are subject to a holding period to the fifth anniversary of the date of grant. ### Chair and Non Executive Directors' fees Fees for Non Executive Directors (NEDs) for FY27 were reviewed taking into account fee levels at companies of a comparable size and complexity and the time commitment of roles. The base fee has been increased by 4.1% and the fees for additional responsibilities have been increased by 2.5% and rounded up to the nearest '00, in line with the average increase for the workforce. The Board Chair's fee has also been increased by 2.5% for FY27. | Non Executive Chair | £211,150 | | --- | --- | | Other NEDs | £50,350 | | **Additional responsibility fees:** | | | Chair of the Remuneration Committee | £8,000 | | Chair of the Audit Committee | £8,000 | | Chair of the ESG Committee | £4,000 | | Senior Independent Director | £5,300 | ### Approval This report was approved by the Board on 10 June 2026 and is signed on its behalf by: **Memuneration Committee Chair** 10 June 2026 Strategic Report Governance Financial Statements 91 --- ## Directors' report The Directors present their report, together with the audited Financial statements of the Group and the Company, for the year ended 31 March 2026. The Directors' report comprises the Board biographies (pages 50 and 51), the Corporate Governance report (pages 50 to 99), the Directors' report (pages 92 to 97) and the Shareholder information section (page 140). The following information is provided in other appropriate sections of the Annual Report and is incorporated by the following references: | Information | Reported in | Page numbers | | --- | --- | --- | | Likely future developments and performance of the Company | Strategic report | 07 | | Employee engagement | Strategic report | 16 | | SECR | Strategic report | 20 to 21 | | Stakeholder engagement | Strategic report | 16 to 18 | | Corporate Governance statement | Corporate Governance report | 52 to 56 | | Directors | Board leadership and purpose | 54 to 56 | | | Remuneration report – Directors' beneficial interests and shareholding requirements | 87 | | Viability statement | Strategic report | 45 and 46 | | Details of Long Term Incentive Plan | Remuneration report | 85 and 86 | | Accounting policies | Financial statements | 109 to 116 | | Financial instruments | Financial statements | 125 to 128 | | Financial risk management | Financial statements | 125 to 128 | | Composition/operation of Board and committees | Corporate Governance report | 54 | Strategic Report Governance Financial Statements 92 --- ## Directors' report continued ### Articles of Association Any amendments to the Company's Articles of Association may only be made by passing a special resolution at a general meeting of the shareholders of the Company. ### Directors The names of Directors who served during FY26, are listed on pages 50 and 51, together with details of each Director's skills, experience and current external appointments. ### Directors' indemnities and insurance The Company's Articles of Association provide for the Directors and officers to be appropriately indemnified, subject to the provisions of the Companies Act 2006. The Company also holds Directors' and officers' liability insurance cover in place for the year and up to the date of signing this report. ### Independent auditors PricewaterhouseCoopers LLP acted as auditors throughout the year. In accordance with Section 489 and Section 492 of the Companies Act 2006, resolutions proposing the reappointment of PricewaterhouseCoopers LLP as the Company's auditors and authorising the Directors to determine the auditor's remuneration will be put to the 2026 AGM. ### Donations and political expenditures No political donations were made by the Company during the year. ### Employees with disabilities Motorpoint is an equal opportunities employer and our culture is one that promotes excellence and celebrates success. We are committed to eliminating discrimination and encouraging diversity. We take pride in having a workplace which celebrates diversity. Our aim is that our people will be truly representative of all sections of society and reflect the diverse customer base that we enjoy. It is important that each person feels respected and is able to perform to the best of their ability. We do not tolerate any form of discrimination and actively promote equal opportunities. Motorpoint proudly employs a number of people with a registered disability and gives full and fair consideration to new applications for employment made by disabled persons; this also includes internal promotions throughout the business. Our training and development interventions are available to all employees and we ensure reasonable adjustments are made for new and existing team members, should they be required, to accommodate their needs and deliver a safe and welcoming work environment. This support applies throughout an employee's career with us, and should an individual find their circumstances change and they become disabled during their employment, we would ensure total support and inclusion. ### Research and development The Company does not engage in research and development. ### Existence of brands outside the UK The Company has no stores outside the UK. ### Workforce engagement The Board recognises its various legal, fiduciary, statutory and governance obligations and duties in relation to stakeholder engagement, including those in respect of its own workforce. Mary McNamara, the Chair of Motorpoint's Remuneration Committee, is the designated Non Executive Director with responsibility to engage with (and oversee engagement with) employees and involve relevant views and experiences in Board discussion and decision making (the Designated NED for Workforce Engagement). Mary has been appointed as the Board's NED due to her wealth of knowledge, strong judgement and strategic vision to advocate sound corporate governance for the Group. Mary's prior experience aligns with the Group's strategic objectives, and she is a valued member of the Board. Mary is due to step down from the Board at the AGM in 2026, and the approach to workforce engagement will be reviewed in due course. ### Engagement with other stakeholders In the discharge of their various legal, statutory and governance obligations and duties, the Directors have endeavoured to act to promote the success of the Group for the benefit of its members as a whole, and in doing so have regard for the interests of its various stakeholders. Details of the various stakeholder groups and their associated engagement strategies are provided on pages 16 to 18 of this report. The Board ensures, in its discussion of relevant matters, that stakeholder interests are considered in related discussions and decision making processes and inform policies and procedures. ### Substantial shareholdings Information provided to the Company by substantial shareholders pursuant to the DTR is published via a Regulatory Information Service. As at 31 March 2026, the Company has been notified of the interests as set out below in its issued share capital. All such share capital has the right to vote at general meetings. | Shareholder as at 31 March 2026 | No. of ordinary shares | % of issued shares | | --- | --- | --- | | Saray Value Fund | 19,140,150 | 22.10 | | Mark Carpenter | 8,431,693 | 10.08 | | Forager Capital Management | 8,128,643 | 9.01 | | LVO Global Asset Management SA | 4,771,560 | 5.29 | | Morgan Stanley & Co International plc | 4,311,356 | 5.03 | | Punch Card Capital LP | 2,771,972 | 3.07 | | Forager Funds Management Pty | 2,708,318 | 3.00 | In addition to the share interests set out in the table above, Mudita Advisors disclosed a holding of 5.03% through a total return swap on 2 June 2025. Strategic Report Governance Financial Statements 93 --- ## Directors' report continued ### Substantial shareholdings continued Following the year end, and prior to 1 June 2026, being the last practicable date before publication of this report, no further notifications were received by the Company. The shareholdings of Motorpoint Group Plc Directors are listed within the Directors' Remuneration Report. The Company does not have a controlling shareholder, and therefore is compliant with the requirements set out in UKLR 6.2.3R. ### Powers of the Directors The powers of the Directors are set out in the Companies Act 2006 and the Company's Articles of Association. The Directors were granted authority to issue and allot shares at the 2025 AGM. Shareholders will be asked to renew these authorities in line with the latest institutional shareholder guidelines at the 2026 AGM. ### Appointment and replacement of Directors With regard to the appointment and replacement of Directors, the Company is governed by the Articles of Association, the 2024 Code, the Companies Act 2006 and related legislation. Directors can be appointed by the Company by ordinary resolution at a general meeting, or by the Board. If a Director is appointed by the Board, such Director will hold office until the next AGM and shall then be eligible, subject to Board recommendation, for election at that meeting. In accordance with Provision 18 of the 2024 Code, each of the Directors, being eligible, will offer themselves for election or re-election at this year's AGM (subject to any retirements). The Company can remove a Director from office, either by passing a special resolution or by notice being given by all the other Directors. ### Dividends The Board has recommended a final dividend of 1.2p per share, with an associated cash cost of £1.0m (FY25: £0.9m). An interim dividend of 1.0p per share was paid in December 2025, with an associated cash cost of £0.8m (FY25: £Nil). Subject to approval at the AGM, this final dividend will be paid on 31 July 2026, to those on the register at close of business on 3 July 2026 (the record date). ### Share capital As at 31 March 2026, the Company's issued share capital comprised 83,619,822 ordinary shares with a nominal value of £0.01 each. ### Ordinary shares The holders of ordinary shares are entitled to one vote per share at meetings of the Company. All ordinary shares, other than those held from time to time in Treasury, are freely transferable and rank pari passu for voting and dividend rights. The Company is not aware of any agreements between holders of shares that result in any restrictions. ### Employee Benefit Trust As at 31 March 2026, the Motorpoint Employee Benefit Trust held 4,843,767 ordinary shares (FY25: 4,284,253). Further information about share capital can be found in note 27 of the Financial statements. ### Change of control provisions The Directors are not aware of there being any significant agreements that contain any material change of control provisions to which the Company is a party. Under the terms of the facility, and in the event of a change of control of the Company, the bank can withdraw funding and all outstanding loans, accrued interest and other amounts due and owing become payable within 30 days of the change. No person holds securities carrying special rights regarding control of the Company. ### Purchase of own shares At the Company's AGM on 22 July 2025, shareholders approved an authority for the Company to make market purchases of its own shares up to a maximum of 8,567,015 shares (being approximately 10% of the issued share capital at that time) at prices not less than the nominal value of each share (being £0.01 each). On 20 August 2025, the Company completed the purchase of 3,000,000 ordinary shares at an average price of 165.3p per share for a total consideration of £4,958.00. The Company intends to renew this authority at its 2026 AGM. ### Allotment of shares At the Company's AGM on 22 July 2025, shareholders approved an authority for the Company to allot ordinary shares up to a maximum nominal amount of £285,567 (being approximately one third of the Company's issued share capital at that time) increasing to £571,134 (being approximately two thirds of the Company's issued share capital at that time) in the case of a rights issue. The Company intends to renew this authority at its 2026 AGM. ### Acquisitions of other companies' shares The Company did not purchase or acquire the shares of another company in the year ended 31 March 2026; nor did any nominee of the Company or another company do so with the Company's financial assistance; nor did the Company take a lien or other charge on shares of another company. ### Subsequent events After the end of the financial year, a site in a new market location was purchased for £2.0m. This will be redeveloped and opened as a trading store in due course. The Group also introduced an additional Property Revolving Credit Facility to a maximum of £10.0m, which will be used to support capital expenditure requirements, notably in relation to new store roll out. This facility expires in June 2028, in line with the existing available banking facilities. Strategic Report Governance Financial Statements 94 --- ## Directors' report continued ### Disclosure table pursuant to Listing Rule UKLR 6.6.1R In accordance with UKLR 6.6.1R, the table below sets out the location of the information required to be disclosed, where applicable. | Listing Rule | Information to be included | Disclosure | | --- | --- | --- | | 6.6.1(1) | Interest capitalised by the Group | None | | 6.6.1(2) | Unaudited financial information | None | | 6.6.1(3) | Long term incentive scheme information involving Board Directors | Details can be found on pages 85 and 86 of the Directors' Remuneration Report | | 6.6.1(4) | Waiver of emoluments by a Director | None | | 6.6.1(5) | Waiver of future emoluments by a Director | None | | 6.6.1(6) | Non pre-emptive issues of equity for cash | None | | 6.6.1(7) | Non pre-emptive issues of equity for cash in relation to major subsidiary undertakings | None | | 6.6.1(8) | Listed company is a subsidiary of another company | Not applicable | | 6.6.1(9) | Contracts of significance involving a Director or a controlling shareholder | None | | 6.6.1(10) | Contracts for the provision of services by a controlling shareholder | None | | 6.6.1(11) | Shareholder waiver of dividends | The trustees of the Motorpoint Group Plc Employee Share Trust have a dividend waiver in place in respect of ordinary shares which are its beneficial property | | 6.6.1(12) | Shareholder waiver of future dividends | The trustees of the Motorpoint Group Plc Employee Share Trust have a dividend waiver in place in respect of ordinary shares which are its beneficial property | | 6.6.1(13) | Agreement with controlling shareholder | None | Strategic Report Governance Financial Statements 95 --- ## Directors' report continued ### Going concern In accordance with the UK Corporate Governance Code 2024 the Board has assessed the prospects of the Group over a period in excess of 12 months from the date of signing the Group financial statements as required by the 'Going Concern' provision, by selecting the period to the end of September 2027. Total headroom, including the stocking facilities, undrawn facilities and available cash, was £75.4m at the year end. During the year the Company renegotiated the terms of both of its stocking facilities, introducing seasonal uplifts of £25.0m and £15.0m for Lombard North Central Plc and Black Horse Limited respectively, increasing its total stocking facility headroom from £165.0m to £205.0m of which £40.0m is available throughout the second half of the year. A further £5.0m increase to the Lombard facility was agreed post year end. In addition, after the year end, the Group also introduced an additional property revolving credit facility to a maximum of £10.0m, which will be used to support capital expenditure requirements, notably in relation to new store roll out. This facility expires in June 2028, in line with the existing available banking facilities. The Board considers that the available headroom, coupled with the cash generative nature of the business and the available cash levers provide a strong degree of financial resilience and flexibility. In making their assessment the Directors considered the Group's current balance sheet and operational cash flows, the availability of facilities, and stress testing of the key trading assumptions within the Group's plan. A range of scenarios have been assessed by the Directors, including various possible downside scenarios against the base case. The Directors opted to model a specific scenario designed to create the conditions required to breach covenants within the going concern period as well as a severe but plausible downside to the base case. | Scenario | Outcome | | --- | --- | | **Base case** Based upon the Group's most recent approved forecasts. The base model assumes continued growth in unit volumes based on current run rates of year on year unit volume growth uplifted to account for the opening of new stores, and a prudent estimate based on growth in the used car market. | The Group is not in breach of any financial covenants and is able to operate within the finance facility arrangements. The Group is able to meet all forecast obligations as they fall due. | | **Severe but plausible downside** Top down stress testing was applied to the base case model, taking into account a severe but plausible downside to business performance, relative to possible economic pressure and stagnation in the growth of the used car market. This included volume and margin pressure, reducing volume by 21% and an overall gross profit reduction compared to the base case of 25%. | The Group is not in breach of any financial covenants and is able to operate within the finance facility arrangements. The Group is able to meet all forecast obligations as they fall due. | | **Reverse stress test** A scenario created to model the circumstances required to breach the Group's banking covenants at the end of the going concern period. The Board considered the potential impacts in preparing the stress test. The below scenario was analysed: Reducing unit volumes by 33% from the base case and decreasing gross profit overall by 42% through additional margin pressure. | This scenario is designed to result in a covenant breach at the end of the assessed going concern period. Management believes the combination of severe downsides to be remote, and that there are numerous mitigating factors over and above those built into the reverse stress test modelling which the Board would consider to avoid a covenant breach. | Strategic Report Governance Financial Statements 96 --- ## Directors' report continued The selection of the assumptions or the sensitised case is inherently subjective, and whilst the Board considered these assumptions to reflect a downside scenario, the future impact of economic downturn, interest rate rises or inflating overhead costs is impossible to predict with absolute accuracy. Whilst the same applies to the reverse stress test, we note that this scenario is specifically designed to demonstrate the point at which the covenants breach during the going concern period. The reverse stress test reflects, in the Board's opinion, a remote circumstance and numerous mitigating factors could be implemented to avoid a covenant breach in this scenario. Scenario modelling has been considered throughout the year and at year end by management to formulate response options against moderate or severe downturns in sales volumes, potential margin pressures and possible cost challenges. During the year the Group successfully extended its revolving credit facility 'RCF' agreement to June 2028 and agreed a seasonal uplift of an additional £5.0m bringing the total facility size throughout the second half of the financial period to £19.0m (FY25: 14.0m). The Group also has an uncommitted overdraft facility of £6.0m which remains in place at the year end. Both are until June 2028. With respect to the Group's stocking facilities, these have increased from £165.0m to £205.0m (of which £40.0m is seasonal) during the year which the Board deem appropriate given current market conditions. After the year end, the limit available was increased to £210.0m. The Group has continued to demonstrate a flexible approach to trading, both in times of economic uncertainty and where opportunities exist. The Board is mindful of downstream effects of current geopolitical and economic uncertainty. The Group has considered both restriction of supply and interest rate increases in its going concern assessment as well as a range of other macroeconomic factors. The Group has a strong consumer offering through its price leadership and has historically responded proactively to consumer uncertainty in the eventuality of a period of prolonged economic downturn resulting in material reductions in sales volume or prices, as well as rising overhead costs. It is possible that the Group would need to negotiate changes to its current banking covenants, but such an extreme downturn is not currently considered plausible. The Group continues to consider and monitor further potential mitigation actions it could take to strengthen its cash position and reduce operating costs in the event of a more severe downside scenario. Such cost reduction and cash preservation actions would include but are not limited to: reducing spend on specific variable cost lines including marketing and store trading expenses; team costs, most notably sales commissions; pausing new stock commitments; and reviewing expansionary capital spend, dividend and share buyback activity. The Directors have also made use of the post year end trading performance to confirm that performance is in line with expectation. Whilst only a short period has passed since the year end, this evidence suggests that this is the case. Based on this assessment, the Board confirms that it has a reasonable expectation that the Group will be able to continue in operation and meet its liabilities as they fall due over the period to 30 September 2027. The Board has determined that the period to September 2027 constitutes an appropriate period over which to provide its going concern assessment. This is the period detailed in our base case model which we approve each year as part of the strategic review. Whilst the Board has no reason to believe the Group will not be viable over a longer period, given the inherent uncertainty involved we believe this presents users of the Annual Report and Accounts with a reasonable degree of confidence while still providing a medium term perspective. The Annual Report was approved by the Board on 10 June 2026. Signed on behalf of the Board. **Chief Financial Officer** 10 June 2026 Strategic Report Governance Financial Statements 97 --- ## Statement of Directors' responsibilities The Directors are responsible for preparing the Annual Report and Accounts 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 102 'The Financial Reporting Standard applicable in the UK and Republic of Ireland', 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 102 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 The Directors consider that the Annual Report and Accounts, taken as a whole, is fair, balanced and understandable and provides the information necessary for shareholders to assess the Group's and Company's position and performance, business model and strategy. Each of the Directors, whose names and functions are listed in the Board of Directors section of the Governance Report on pages 50 and 51 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 102, give a true and fair view of the assets, liabilities and financial position of the Company; and - the Strategic report 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 auditors are 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 auditors are aware of that information. Signed on behalf of the Board. **Chris Morgan** **Chief Financial Officer** 10 June 2026 Strategic Report Governance Financial Statements 98 --- # Financial Statements Financial statements 100 Independent auditors' report 105 Consolidated statement of comprehensive income 106 Consolidated balance sheet 107 Consolidated statement of changes in equity 108 Consolidated cash flow statement 109 Notes to the consolidated financial statements 132 Company balance sheet 133 Company statement of changes in equity 134 Notes to the Company financial statements 137 Alternative performance measures (APMs) 138 Shareholder information and advisors ![img-59.jpeg](img-59.jpeg) Strategic Report Governance Financial Statements 99 --- ## Independent auditors' report to the members of Motorpoint Group Plc ### Report on the audit of the financial statements #### Opinion In our opinion: - • Motorpoint Group 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 31 March 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 102 'The Financial Reporting Standard applicable in the UK and Republic of Ireland', 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 31 March 2026; - • the Company balance sheet as at 31 March 2026; - • the Consolidated statement of comprehensive income for the year then ended; - • the Consolidated statement of changes in equity for the year then ended; - • the Consolidated cash flow statement 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 Auditors' 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 8, 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 - • We have performed a full scope audit over the group's financial statements to group materiality. We have also performed a full scope audit over the company's financial statements to company materiality. All audit procedures are performed by the group audit team. Key audit matters - • Inventory valuation (group) - • Carrying value of investments in subsidiary undertakings (parent) Materiality - • Overall group materiality: £2,537,000 (2025: £1,173,000) based on 0.2% (2025: 0.1%) of revenue. - • Overall company materiality: £1,050,000 (2025: £1,040,000) based on 1% (2025: 1%) of total assets. - • Performance materiality: £1,902,000 (2025: £880,000) (group) and £780,000 (2025: £780,000) (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. #### 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. Strategic Report Governance Financial Statements 100 --- This is not a complete list of all risks identified by our audit. The key audit matters below are consistent with last year. | Key audit matter | How our audit addressed the key audit matter | | --- | --- | | **Inventory valuation (group)** Refer to note 19, inventories, to the consolidated financial statements. Management have recorded a provision where it estimates that the net realisable value of some vehicles in inventory are below the carrying value as at the year end. Management calculates the provision based on historical gross margin data and published industry data. In recent years there has been a degree of volatility in used car valuations and therefore estimating net realisable value includes a degree of estimation uncertainty. We have determined that there is a risk that the provision is misstated. | - We have compared management's estimate to the actual margins earned on post year end sales of vehicles and used this evidence to assess the provision against vehicles which remain unsold at the time of the assessment. - We have assessed the impact of post year end information on the remaining population of unsold vehicles in order to estimate the potential total loss making sales in relation to those unsold vehicles held in stock as at 31 March 26. - We have performed sensitivity analysis using this data to assess the adequacy of the inventory provision. - We reviewed the associated disclosures within the financial statements. Based on the procedures performed, we consider the carrying value of inventory to be materially consistent with the evidence obtained. | | **Carrying value of investments in subsidiary undertakings (parent)** Refer to note 3, investments, to the company financial statements. As at 31 March 2026 the parent company's balance sheet included an investment in its subsidiary Motorpoint Limited. Annually, the Directors consider whether any events or circumstances have occurred that could indicate that the carrying amount of the investment may not be recoverable. Given the market capitalisation of the group temporarily dropped below the carrying value of the investment at the year end date, this is deemed to be a trigger for an impairment review. Management have performed an impairment assessment based on a value in use calculation, and concluded there is no impairment. | - We reviewed, validated and challenged management's impairment trigger assessment, and concur with management's assessment that the market capitalisation dropping below the carrying value of the investment at the balance sheet date was an impairment trigger. - We have reviewed Motorpoint Group Plc's market capitalisation and note that, whilst it has fluctuated throughout the year, for the majority of the year the company's market capitalisation was above the carrying amount of the company's investments. - We tested management's value in use model, which demonstrated headroom over the carrying value of the investment, reflecting limited estimation uncertainty, and validated the key assumptions. - We reviewed the associated disclosures within the financial statements. Based upon the procedures performed, we consider management's conclusion that there is no impairment of the Company's investment to be appropriate. | ## 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 and its subsidiaries are based in the UK. We perform a full scope audit of Motorpoint Limited, the only trading subsidiary of Motorpoint Group Plc. The other two subsidiaries are dormant. We have also performed a full scope audit over the company's financial statements to company materiality. ## The impact of climate risk on our audit As part of our audit, we made enquiries of management to understand the process adopted to assess the extent of the potential impact of climate risk on the financial statements and to assess the disclosures made within the financial statements. We challenged the completeness of management's climate risk assessment by comparing with internal climate plans, board minutes and our understanding of the business and wider industry. We also considered the consistency of the disclosures in relation to climate change (including the disclosures in the Task Force on Climate-related Financial Disclosures (TCFD) section) within the Annual Report with the financial statements and our knowledge obtained from our audit. Our procedures did not identify any material impact in the context of our audit of the financial statements as a whole, or our key audit matters for the year ended 31 March 2026. ## 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. Strategic Report Governance Financial Statements 101 --- 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 | £2,537,000 (2025: £1,173,000). | £1,050,000 (2025: £1,040,000). | | How we determined it | 0.2% (2025: 0.1%) of revenue | 1% (2025: 1%) of total assets | | Rationale for benchmark applied | Revenue is a key metric used by management and external stakeholders to assess the performance of the group. | The principal function of the company is as a holding company for the investment in Motorpoint Limited. We have applied this benchmark, as it best reflects the principal activity of the company. | 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 £780,000 and £1,902,000. Certain components were audited to a local statutory audit materiality that was also less than our overall group materiality. 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 £1,902,000 (2025: £880,000) for the group financial statements and £780,000 (2025: £780,000) 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 £126,000 (group audit) (2025: £50,000) and £50,000 (company audit) (2025: £50,000) 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: - Reviewing management's going concern model; - Agreeing the going concern model to the board approved budget and forecast; - Assessing management's historical forecasting accuracy; - Comparing the budgets and forecasts used in the going concern model to actual post year end data; - Challenging the key assumptions used in management's model and assessing the downside model and its impact on covenant headroom, including performing sensitivity analysis; - Verifying the arithmetic accuracy of management's models; and - Reviewing management's disclosures in relation to going concern and assessing their consistency with the modelling performed. 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 twelve 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 auditors' 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 Directors' report, we also considered whether the disclosures required by the UK Companies Act 2006 have been included. Strategic Report Governance Financial Statements 102 --- 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 Directors' report In our opinion, based on the work undertaken in the course of the audit, the information given in the Strategic report and Directors' report for the year ended 31 March 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 Directors' report. ### Directors' Remuneration In our opinion, the part of the Annual report on remuneration to be audited has been properly prepared in accordance with the Companies Act 2006. ### Corporate governance statement The Listing Rules require us to review the directors' statements in relation to going concern, longer-term viability and that part of the corporate governance statement relating to the company's compliance with the provisions of the UK Corporate Governance Code specified for our review. Our additional responsibilities with respect to the corporate governance statement as other information are described in the Reporting on other information section of this report. Based on the work undertaken as part of our audit, we have concluded that each of the following elements of the corporate governance statement, included within the Corporate governance report is materially consistent with the financial statements and our knowledge obtained during the audit, and we have nothing material to add or draw attention to in relation to: - The directors' confirmation that they have carried out a robust assessment of the emerging and principal risks; - The disclosures in the Annual Report that describe those principal risks, what procedures are in place to identify emerging risks and an explanation of how these are being managed or mitigated; - The directors' statement in the financial statements about whether they considered it appropriate to adopt the going concern basis of accounting in preparing them, and their identification of any material uncertainties to the group's and company's ability to continue to do so over a period of at least twelve months from the date of approval of the financial statements; - The directors' explanation as to their assessment of the group's and company's prospects, the period this assessment covers and why the period is appropriate; and - The directors' statement as to whether they have a reasonable expectation that the company will be able to continue in operation and meet its liabilities as they fall due over the period of its assessment, including any related disclosures drawing attention to any necessary qualifications or assumptions. Our review of the directors' statement regarding the longer-term viability of the group and company was substantially less in scope than an audit and only consisted of making inquiries and considering the directors' process supporting their statement; checking that the statement is in alignment with the relevant provisions of the UK Corporate Governance Code; and considering whether the statement is consistent with the financial statements and our knowledge and understanding of the group and company and their environment obtained in the course of the audit. In addition, based on the work undertaken as part of our audit, we have concluded that each of the following elements of the corporate governance statement is materially consistent with the financial statements and our knowledge obtained during the audit: - The directors' statement that they consider the Annual Report, taken as a whole, is fair, balanced and understandable, and provides the information necessary for the members to assess the group's and company's position, performance, business model and strategy; - The section of the Annual Report that describes the review of effectiveness of risk management and internal control systems; and - The section of the Annual Report describing the work of the Audit Committee. We have nothing to report in respect of our responsibility to report when the directors' statement relating to the company's compliance with the Code does not properly disclose a departure from a relevant provision of the Code specified under the Listing Rules for review by the auditors. ### Responsibilities for the financial statements and the audit #### Responsibilities of the directors for the financial statements As explained more fully in the Statement of Directors' responsibilities, the directors are responsible for the preparation of the financial statements in accordance with the applicable framework and for being satisfied that they give a true and fair view. The directors are also responsible for such internal control as they determine is necessary to enable the preparation of financial statements that are free from material misstatement, whether due to fraud or error. In preparing the financial statements, the directors are responsible for assessing the group's and the company's ability to continue as a going concern, disclosing, as applicable, matters related to going concern and using the going concern basis of accounting unless the directors either intend to liquidate the group or the company or to cease operations, or have no realistic alternative but to do so. #### Auditors' responsibilities for the audit of the financial statements Our objectives are to obtain reasonable assurance about whether the financial statements as a whole are free from material misstatement, whether due to fraud or error, and to issue an auditors' report that includes our opinion. Reasonable assurance is a high level of assurance, but is not a guarantee that an audit conducted in accordance with ISAs (UK) will always detect a material misstatement when it exists. Misstatements can arise from fraud or error and Strategic Report Governance Financial Statements 103 --- are considered material if, individually or in the aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of these financial statements. Irregularities, including fraud, are instances of non-compliance with laws and regulations. We design procedures in line with our responsibilities, outlined above, to detect material misstatements in respect of irregularities, including fraud. The extent to which our procedures are capable of detecting irregularities, including fraud, is detailed below. Based on our understanding of the group and industry, we identified that the principal risks of non-compliance with laws and regulations related to the Listing Rules, Financial Conduct Authority regulations, UK General Data Protection Regulation (UK GDPR) and Health and Safety regulations, and we considered the extent to which non-compliance might have a material effect on the financial statements. We also considered those laws and regulations that have a direct impact on the financial statements such as the Companies Act 2006 and UK tax legislation. We evaluated management's incentives and opportunities for fraudulent manipulation of the financial statements (including the risk of override of controls), and determined that the principal risks were related to posting of inappropriate journal entries with unusual account combinations to increase revenue or reduce expenditure, and management bias in accounting estimates. Audit procedures performed by the engagement team included: - Review of correspondence with regulators; - Enquiries of management including consideration of known or suspected instances of non-compliance with laws and regulations or fraud; - Review of minutes of meetings held by those charged with governance; - Challenging assumptions and judgements made by management in their significant accounting estimates to identify potential management bias, in particular in relation to inventory valuation; and - Identifying and testing unusual journal entries, in particular any journal entries posted with unusual account combinations that increase revenue or reduce expenditure. There are inherent limitations in the audit procedures described above. We are less likely to become aware of instances of non-compliance with laws and regulations that are not closely related to events and transactions reflected in the financial statements. Also, the risk of not detecting a material misstatement due to fraud is higher than the risk of not detecting one resulting from error, as fraud may involve deliberate concealment by, for example, forgery or intentional misrepresentations, or through collusion. Our audit testing might include testing complete populations of certain transactions and balances, possibly using data auditing techniques. However, it typically involves selecting a limited number of items for testing, rather than testing complete populations. We will often seek to target particular items for testing based on their size or risk characteristics. In other cases, we will use audit sampling to enable us to draw a conclusion about the population from which the sample is selected. A further description of our responsibilities for the audit of the financial statements is located on the FRC's website at: www.frc.org.uk/auditorsresponsibilities. This description forms part of our auditors' report. ## Use of this report This report, including the opinions, has been prepared for and only for the company's members as a body in accordance with Chapter 3 of Part 16 of the Companies Act 2006 and for no other purpose. We do not, in giving these opinions, accept or assume responsibility for any other purpose or to any other person to whom this report is shown or into whose hands it may come save where expressly agreed by our prior consent in writing. ## Other required reporting ### Companies Act 2006 exception reporting Under the Companies Act 2006 we are required to report to you if, in our opinion: - we have not obtained all the information and explanations we require for our audit; or - adequate accounting records have not been kept by the company, or returns adequate for our audit have not been received from branches not visited by us; or - certain disclosures of directors' remuneration specified by law are not made; or - the company financial statements and the part of the Annual report on remuneration to be audited are not in agreement with the accounting records and returns. We have no exceptions to report arising from this responsibility. ### Appointment We were first appointed by the company for the financial year ended 31 March 2015. Our uninterrupted engagement covers twelve financial years. ## Other matter The company is required by the Financial Conduct Authority Disclosure Guidance and Transparency Rules to include these financial statements in an annual financial report prepared under the structured digital format required by DTR 4.1.15R - 4.1.18R and filed on the National Storage Mechanism of the Financial Conduct Authority. This auditors' report provides no assurance over whether the structured digital format annual financial report has been prepared in accordance with those requirements. Mark Foster (Senior Statutory Auditor) for and on behalf of PricewaterhouseCoopers LLP Chartered Accountants and Statutory Auditors Milton Keynes 10 June 2026 Strategic Report Governance Financial Statements 104 --- ## Consolidated statement of comprehensive income For the year ended 31 March 2026 | | Note | 2026 £m | 2025 £m | | --- | --- | --- | --- | | **Revenue** | 6 | **1,268.6** | 1,173.1 | | Cost of sales | 7 | **(1,169.7)** | (1,082.3) | | **Gross profit** | | **98.9** | 90.8 | | Operating expenses | 7 | **(81.2)** | (78.1) | | Other income | | **0.1** | 0.8 | | **Operating profit** | 7 | **17.8** | 13.5 | | Finance expense | 11 | **(10.3)** | (9.4) | | **Profit before income tax** | | **7.5** | 4.1 | | Income tax expense | 12 | **(1.9)** | (0.9) | | **Profit for the year** | | **5.6** | 3.2 | | **Other comprehensive income:** | | | | | **Items that will not be reclassified to profit or loss** | | | | | Tax relating to items which will not be reclassified to profit or loss | | – | 0.1 | | **Other comprehensive income** | | – | 0.1 | | **Total comprehensive income for the year attributable to equity holders of the parent** | | **5.6** | 3.3 | | **Earnings per share attributable to equity holders of the parent (pence)** | | | | | Basic | 13 | **6.6p** | 3.7p | | Diluted | 13 | **6.6p** | 3.6p | The Group's activities all derive from continuing operations. The notes on pages 109 to 131 are an integral part of these consolidated financial statements. Strategic Report Governance Financial Statements 105 --- ## Consolidated balance sheet As at 31 March 2026 | | Note | As at 31 March 2026 £m | As at 31 March 2025 £m | | --- | --- | --- | --- | | **ASSETS** | | | | | **Non-current assets** | | | | | Property, plant and equipment | 15 | 22.2 | 15.4 | | Right-of-use assets | 16 | 56.8 | 51.0 | | Intangible assets | 17 | 2.6 | 3.0 | | Deferred tax assets | 18 | 1.3 | 1.3 | | **Total non-current assets** | | **82.9** | **70.7** | | **Current assets** | | | | | Inventories | 19 | 194.1 | 151.4 | | Trade and other receivables | 20 | 17.0 | 13.4 | | Cash and cash equivalents | 21 | 5.2 | 6.6 | | **Total current assets** | | **216.3** | **171.4** | | **TOTAL ASSETS** | | **299.2** | **242.1** | | **LIABILITIES** | | | | | **Current liabilities** | | | | | Trade and other payables | 23 | (192.4) | (155.2) | | Borrowings | 22 | (14.0) | – | | Lease liabilities | 16 | (6.6) | (6.0) | | Current tax liabilities | 12 | (2.5) | (0.5) | | **Total current liabilities** | | **(215.5)** | **(161.7)** | | **Net current assets** | | **0.8** | **9.7** | | | Note | As at 31 March 2026 £m | As at 31 March 2025 £m | | --- | --- | --- | --- | | **Non-current liabilities** | | | | | Lease liabilities | 16 | (56.4) | (51.4) | | Provisions | 24 | (1.3) | (2.1) | | Deferred tax liabilities | 18 | – | – | | **Total non-current liabilities** | | **(57.7)** | **(53.5)** | | **TOTAL LIABILITIES** | | **(273.2)** | **(215.2)** | | **NET ASSETS** | | **26.0** | **26.9** | | **EQUITY** | | | | | Called up share capital | 27 | 0.8 | 0.9 | | Capital redemption reserve | 28 | 0.2 | 0.1 | | Capital reorganisation reserve | 29 | (0.8) | (0.8) | | EBT reserve | 30 | (8.8) | (8.5) | | Retained earnings | | 34.6 | 35.2 | | **TOTAL EQUITY** | | **26.0** | **26.9** | The consolidated financial statements on pages 105 to 108 were approved by the Board of Directors on 10 June 2026 and were signed on its behalf by: **Mark Carpenter** Chief Executive Officer **Chris Morgan** Chief Financial Officer Motorpoint Group Plc Registered number 10119755 Strategic Report Governance Financial Statements 106 --- ## Consolidated statement of changes in equity For the year ended 31 March 2026 | | Note | Called up share capital £m | Capital redemption reserve £m | Capital reorganisation reserve £m | EBT reserve £m | Retained earnings £m | Total equity £m | | --- | --- | --- | --- | --- | --- | --- | --- | | **Balance at 1 April 2024** | | 0.9 | 0.1 | (0.8) | (5.1) | 36.0 | 31.1 | | Profit for the year | | – | – | – | – | 3.2 | 3.2 | | Other comprehensive income for the year | | – | – | – | – | 0.1 | 0.1 | | Total comprehensive income for the year | | – | – | – | – | 3.3 | 3.3 | | **Transactions with owners in their capacity as owners:** | | | | | | | | | Share-based payments | | – | – | – | – | 1.0 | 1.0 | | Buyback and cancellation of shares | 27 | – | – | – | – | (4.7) | (4.7) | | EBT share purchases and commitments | 30 | – | – | – | (3.8) | – | (3.8) | | Share-based compensation options satisfied through the EBT | 30 | – | – | – | 0.4 | (0.4) | – | | | | – | – | – | (3.4) | (4.1) | (7.5) | | **Balance at 31 March 2025** | | 0.9 | 0.1 | (0.8) | (8.5) | 35.2 | 26.9 | | Profit for the year | | – | – | – | – | 5.6 | 5.6 | | Other comprehensive income for the year | | – | – | – | – | – | – | | Total comprehensive income for the year | | – | – | – | – | 5.6 | 5.6 | | **Transactions with owners in their capacity as owners:** | | | | | | | | | Share-based payments | | – | – | – | – | 1.4 | 1.4 | | Buyback and cancellation of shares | 27 | (0.1) | 0.1 | – | – | (5.0) | (5.0) | | EBT share purchases and commitments | 30 | – | – | – | (1.2) | – | (1.2) | | Share-based compensation options satisfied through the EBT | 30 | – | – | – | 0.9 | (0.9) | – | | Payment of dividends | 14 | – | – | – | – | (1.7) | (1.7) | | | | (0.1) | 0.1 | – | (0.3) | (6.2) | (6.5) | | **Balance at 31 March 2026** | | 0.8 | 0.2 | (0.8) | (8.8) | 34.6 | 26.0 | The notes on pages 109 to 131 are an integral part of these consolidated financial statements. Strategic Report Governance Financial Statements 107 --- ## Consolidated cash flow statement For the year ended 31 March 2026 | | Note | 2026 £m | 2025 £m | | Note | 2026 £m | 2025 £m | | --- | --- | --- | --- | --- | --- | --- | --- | | **Profit for the year attributable to equity shareholders** | | **5.6** | **3.2** | **Cash flows from financing activities** | | | | | Adjustments for: | | | | Payments to acquire own shares for cancellation | 27 | (5.0) | (4.7) | | Taxation charge | 12 | 1.9 | 0.9 | Payments to acquire own shares for share schemes | | (1.2) | (3.8) | | Finance expense | 11 | 10.3 | 9.4 | Proceeds from exercise of share-based payments | | 0.4 | 0.2 | | **Operating profit** | | **17.8** | **13.5** | Repayment of principal element of leases | | (6.0) | (6.4) | | Share-based payments | 34 | 1.4 | 1.0 | Repayment of borrowings | | (77.5) | (33.0) | | Depreciation and amortisation charges | 7 | 9.7 | 10.4 | Proceeds from borrowings | | 91.5 | 33.0 | | Profit on disposals of property, plant and equipment and right-of-use assets | 7 | – | (0.4) | Payment of dividends | 14 | (1.7) | – | | **Cash flow from operations before movement in working capital** | | **28.9** | **24.5** | **Net cash used in financing activities** | | **0.5** | **(14.7)** | | Increase in inventory | | (42.7) | (49.0) | **Net (decrease) / increase in cash and cash equivalents** | | **(1.4)** | **(2.6)** | | (Increase)/ decrease in trade and other receivables | | (3.6) | 5.8 | Cash and cash equivalents at the beginning of the year | | 6.6 | 9.2 | | Increase in trade and other payables | | 36.1 | 47.7 | **Cash and cash equivalents at end of year** | | **5.2** | **6.6** | | **Cash generated from operations** | | **18.7** | **29.0** | Net cash and cash equivalents comprises: Cash at bank | | **5.2** | **6.6** | | Interest paid on borrowings and financing facilities | 11 | (8.2) | (7.3) | | | | | | Interest paid on lease liabilities | 11 | (2.1) | (2.1) | | | | | | Income tax paid | | – | (0.2) | | | | | | **Net cash generated from operating activities** | | **8.4** | **19.4** | | | | | | **Cash flows from investing activities** | | | | | | | | | Purchases of property, plant and equipment and intangible assets | | (15.4) | (7.6) | | | | | | Proceeds from disposal of property, plant and equipment and right-of-use assets | | 5.1 | 0.3 | | | | | | **Net cash used in investing activities** | | **(10.3)** | **(7.3)** | | | | | Strategic Report Governance Financial Statements 108 --- ## Notes to the consolidated financial statements ### 1. General information Motorpoint Group Plc (the Company) is incorporated and domiciled in the United Kingdom under the Companies Act 2006. The Company is a public company limited by shares and is listed on the London Stock Exchange; the address of the registered office is Champion House, Stephensons Way, Derby, England, United Kingdom, DE21 6LY. The consolidated financial statements of the Group as at and for the year ended 31 March 2026 comprise the Company, all of its subsidiaries and the Motorpoint Group Plc Employee Benefit Trust (the EBT) as listed on page 135, together referred to as the Group. These financial statements are presented in pounds sterling because that is the currency of the primary economic environment in which the Group operates. All amounts have been rounded to the nearest one hundred thousand unless otherwise indicated. The principal activities of the Group and the nature of the Group's operations are set out in the Strategic report on pages 1 to 49. ### 2. Summary of material accounting policies The principal accounting policies applied in the preparation of these consolidated financial statements are set out below. The policies have been consistently applied to all years presented, unless otherwise stated. #### (a) Basis of preparation The consolidated financial statements of the Group have been prepared and approved by the Board on a historical cost basis in accordance with UK-adopted International Accounting Standards (IFRS) and with the requirements of the Companies Act 2006 as applicable to companies reporting under those standards. The preparation of financial statements in conformity with IFRS requires the use of certain critical accounting estimates. It also requires management to exercise its judgement in the process of applying the Group's accounting policies. The areas involving a higher degree of judgement or complexity, or areas where assumptions and estimates are significant to the consolidated financial statements, are disclosed in note 4. In adopting the going concern basis for preparing the financial statements, the Directors have considered the business activities including the Group's principal risks and uncertainties. This specifically includes considerations for climate-related matters and more details are disclosed in note 15. #### (b) Going concern In accordance with the UK Corporate Governance Code 2024 the Board has assessed the prospects of the Group over a period in excess of 12 months from the date of signing the Group financial statements as required by the 'Going Concern' provision, by selecting the period to the end of September 2027. Total headroom, including the stocking facilities, undrawn facilities and available cash, was £75.4m at the year end. During the year the Company renegotiated the terms of both of its stocking facilities, introducing seasonal uplifts of £25.0m and £15.0m for Lombard North Central Plc and Black Horse Limited respectively, increasing its total stocking facility headroom from £165.0m to £205.0m of which £40.0m is available throughout the second half of the year. A further £5.0m increase to the Lombard facility was agreed post year end. In addition, after the year end, the Group also introduced an additional Property Revolving Credit Facility to a maximum of £10.0m, which will be used to support capital expenditure requirements, notably in relation to new store roll out. This facility expires in June 2028, in line with the existing available banking facilities. The Board considers that the available headroom, coupled with the cash generative nature of the business and the available cash levers provide a strong degree of financial resilience and flexibility. #### Scenarios: In making their assessment the Directors considered the Group's current balance sheet and operational cash flows, the availability of facilities, and stress testing of the key trading assumptions within the Group's plan. A range of scenarios have been assessed by the Directors, including a specific scenario designed to create the conditions required to breach covenants within the going concern period as well as a severe but plausible downside to the base case. | Scenario | Outcome | | --- | --- | | **Base case** | | | Based upon the Group's most recent approved forecasts. | The Group is not in breach of any financial covenants and is able to operate within the finance facility arrangements. The Group is able to meet all forecast obligations as they fall due. | | The base model assumes continued growth in unit volumes based on current run rates of year on year unit volume growth uplifted to account for the opening of new stores, and a prudent estimate based on growth in the used car market. | | Strategic Report Governance Financial Statements 109 --- ## Notes to the consolidated financial statements continued ### 2. Summary of material accounting policies continued | Scenario | Outcome | | --- | --- | | **Severe but plausible downside** | | | Top down stress testing was applied to the base case model, taking into account a severe but plausible downside to business performance, relative to possible economic pressure and stagnation in the growth of the used car market. | The Group is not in breach of any financial covenants and is able to operate within the finance facility arrangements. The Group is able to meet all forecast obligations as they fall due. | | This included volume and margin pressure, reducing volume by 21% and an overall gross profit reduction compared to the base case of 25%. | | | **Reverse stress test** | | | A scenario created to model the circumstances required to breach the Group's banking covenants at the end of the going concern period. | This scenario is designed to result in a covenant breach at the end of the assessed going concern period. | | The Board considered the potential impacts in preparing the stress test. The below scenario was analysed: | Management believes the combination of severe downsides to be remote, and that there are numerous mitigating factors over and above those built into the reverse stress test modelling which the Board would consider to avoid a covenant breach. | | Reducing unit volumes by 33% from the base case and decreasing gross profit overall by 42% through additional margin pressure. | | The selection of the assumptions or the sensitised case is inherently subjective, and whilst the Board considered these assumptions to reflect a downside scenario, the future impact of economic downturn, interest rate rises or inflating overhead costs is impossible to predict with absolute accuracy. Whilst the same applies to the reverse stress test, we note that this scenario is specifically designed to demonstrate the point at which the covenants breach during the going concern period. The reverse stress test reflects, in the Board's opinion, a remote circumstance and numerous mitigating factors could be implemented to avoid a covenant breach in this scenario. Scenario modelling has been considered throughout the year and at year end by management to formulate response options against moderate or severe downturns in sales volumes, potential margin pressures and possible cost challenges. During the year the Group successfully extended its revolving credit facility 'RCF' agreement to June 2028 and agreed a seasonal uplift of an additional £5.0m bringing the total facility size throughout the second half of the financial period to £19.0m (FY25: 14.0m). The Group also has an uncommitted overdraft facility of £6.0m which remains in place at the year end. Both are until June 2028. With respect to the Group's stocking facilities, these have increased from £165.0m to £205.0m (of which £40.0m is seasonal) during the year which the Board deem appropriate given current market conditions. After the year end, the limit available was increased to £210.0m. The Group has continued to demonstrate a flexible approach to trading, both in times of economic uncertainty and where opportunities exist. The Board is mindful of downstream effects of current geopolitical and economic uncertainty; the Group has considered both restriction of supply and interest rate increases in its going concern assessment as well as a range of other macroeconomic factors. The Group has a strong consumer offering through its price leadership and has historically responded proactively to consumer uncertainty in the eventuality of a period of prolonged economic downturn resulting in material reductions in sales volume or prices, as well as rising overhead costs. It is possible that the Group would need to negotiate changes to its current banking covenants, but such an extreme downturn is not currently considered plausible. The Group continues to consider and monitor further potential mitigation actions it could take to strengthen its cash position and reduce operating costs in the event of a more severe downside scenario. Such cost reduction and cash preservation actions would include but are not limited to: reducing spend on specific variable cost lines including marketing and store trading expenses; team costs, most notably sales commissions; pausing new stock commitments; and reviewing expansionary capital spend, dividend and share buyback activity. The Directors have also made use of the post year end trading performance to confirm that performance is in line with expectation. Whilst only a short period has passed since the year end, this evidence suggests that this is the case. Based on this assessment, the Board confirms that it has a reasonable expectation that the Group will be able to continue in operation and meet its liabilities as they fall due over the period to 30 September 2027. The Board has determined that the period to September 2027 constitutes an appropriate period over which to provide its going concern assessment. This is the period detailed in our base case model which we approve each year as part of the strategic review. Whilst the Board has no reason to believe the Group will not be viable over a longer period, given the inherent uncertainty involved we believe this presents users of the Annual Report and Accounts with a reasonable degree of confidence while still providing a medium term perspective. Strategic Report Governance Financial Statements 110 --- ## Notes to the consolidated financial statements continued ### 2. Summary of material accounting policies continued #### (c) New standards, amendments and interpretations The Group has not early adopted standards, interpretations or amendments that have been issued but are not mandatory for 31 March 2026 reporting periods. The following amended standards and interpretations effective for the current financial year have been applied and have not had a significant impact on the Group's consolidated financial statements in the current or future reporting periods and on foreseeable future transactions: - Classification and Measurement of Financial Instruments – Amendment to IFRS 9 and IFRS 7 In April 2024, the IASB issued IFRS 18 Presentation and Disclosure in Financial Statements in response to investors' concerns about comparability and transparency of entities' performance reporting. The new presentation requirements introduced in IFRS 18 will increase comparability of the financial performance of similar entities, especially related to how 'operating profit or loss' is defined. The new disclosure requirements for 'management-defined performance measures' will enhance transparency. IFRS 18 is effective from 1 January 2027 and has not yet been adopted by the group. #### (d) Basis of consolidation The consolidated financial statements incorporate the financial statements of the Company, entities controlled by the Company (its subsidiaries) and the Motorpoint Group Plc Employee Benefit Trust made up to 31 March each year. A list of subsidiaries is disclosed in note 3 to the Company financial statements. The EBT is consolidated on the basis that the Company has control, thus the assets and liabilities of the EBT are included in the balance sheet and shares held by the EBT in the Company are presented as a deduction from equity. The EBT has been solely set up for the purpose of issuing shares to Group employees to satisfy awards under the various share-based schemes and has no ability to access or use assets, or settle liabilities, of the Group. Subsidiaries are all entities over which the Group has control. The Group controls an entity when the Group is exposed to, or has rights to, variable returns from its involvement with the entity and has the ability to affect those returns through its power over the entity. Subsidiaries are fully consolidated from the date on which control is transferred to the Group. They are deconsolidated from the date that control ceases. Intercompany transactions and balances between Group companies are eliminated on consolidation. #### (e) Segmental reporting The Group has prepared segmental reporting in accordance with IFRS 8 'Operating Segments'. The Group's chief operating decision maker is considered to be the Board of Directors. Segmental information is presented on the same basis as the management reporting. An operating segment is a component of the business where discrete financial information is available and the operating results are regularly reviewed by the Group's chief operating decision maker to make decisions about resources to be allocated to the segment and to assess its performance. Operating segments are aggregated into reporting segments to combine those with similar characteristics. The Group operates its omnichannel vehicle retailer offering through a store network and separate financial information is prepared for these individual store operations. These stores are typically considered separate 'cash generating units' for impairment purposes. However, it is considered that the nature of the operations and products is similar and they all have similar long term economic characteristics and the Group has applied the aggregation criteria of IFRS 8. In addition, the Group operates an independent trade car auction site offering a business-to-business entirely online auction marketplace platform which is assessed by the Board as a separate operation and thus there are two reportable segments: retail and wholesale. #### (f) Revenue recognition Revenue represents amounts chargeable, net of value added tax, in respect of the sale of goods and services to customers. Revenue is measured at the fair value of the consideration receivable, when it can be reliably measured, and the specified recognition criteria for the sales type has been met. The transaction price is determined based on periodically reviewed prices and is separately identified on the customer's invoice. There are no estimates of variable consideration. The transaction price for motor vehicles and motor related services is at fair value as if each of those products are sold individually. #### (i) Sales of motor vehicles Revenue from the sale of retail motor vehicles is recognised when the control has passed; that is, when the vehicle has been collected by, or delivered to, the customer. Payment of the transaction price is due immediately when the customer purchases the vehicle. Sales of accessories, such as mats, are recognised in the same way. Revenue from the sale of wholesale vehicles is recognised when the control has passed; that is, when full payment has been made for the vehicle. The Group also sells wholesale vehicles in bulk transactions to auction houses. When this is the case revenue is recognised upon the earlier of collection of the vehicles or full payment. The Group operates a return policy which is consistent with the relevant consumer protection regulations. This includes a 14 day money back guarantee for home delivery customers. A returns provision is made against the estimated value of the products likely to be returned. The Group in limited circumstances acts as an agent on the behalf of other third parties to sell their vehicles. These vehicles are not owned by the Group; therefore, only the commission earned is recognised as revenue. The value of such vehicles at year end is excluded from inventory. Strategic Report Governance Financial Statements 111 --- ## Notes to the consolidated financial statements continued ### 2. Summary of material accounting policies continued #### (f) Revenue recognition continued #### (ii) Sales of motor related services and commissions Motor related services sales include commissions on finance introductions, extended guarantees, paint protection products, and cosmetic and alloy wheel maintenance plans. Sales of paint protection products are recognised when the control has passed; that is, the protection has been applied and the product is supplied to the customer. The assessment is based on whether the Group controls the specific goods and services before transferring them to the end customer, rather than whether it has exposure to significant risks and rewards associated with the sale of goods or services. The Group receives commissions when it arranges finance, insurance packages, extended warranty and paint/cosmetic protection for its customers, acting as agent on behalf of a limited number of finance, insurance and other companies. For finance and insurance packages, commission is earned and recognised as revenue when the customer draws down the finance or commences the insurance policy from the supplier which coincides with the delivery of the product or service. Commissions receivable for all motor related services are paid typically in the month after the finance is drawn down. For extended warranty and paint/cosmetic protection, the commission earned by the Group as an agent is recognised as revenue at the point of sale on behalf of the principal. #### Finance commission Where the Group receives finance commission income, primarily arising when the customer uses third party finance to purchase the vehicle, the Group recognises such income on an 'as earned' basis. #### (iii) Other income Other operating income includes income from all other operating activities which are not related to the principal activities of the company. Other operating income includes insurance proceeds received and income recognised in relation to the logbook of a vehicle not provided by customers at the transaction date. #### (g) Dividend distribution Dividend distribution to the Group's shareholders is recognised as a liability in the Group's financial statements in the period which the dividends are approved. #### (h) Intangible assets other than goodwill Intangible assets with finite useful lives that are acquired separately are carried at cost less accumulated amortisation and accumulated impairment losses. The estimated useful life and amortisation method are reviewed annually with the effect of any changes being reflected on a prospective basis. Research costs are expensed as incurred. An intangible asset arising from development expenditure on a project is only recognised if management considers that it is technically feasible and that there are sufficient resources available to complete the asset so that it will be available for use or sale, that it intends to complete and is able to sell or use the asset to generate future economic benefits and that the costs of the development project can be measured reliably. Following the initial recognition of the expenditure, the asset will be carried at cost less accumulated amortisation and impairment losses. Amortisation is applied once the asset is available for use to write off the cost over the period which is expected to benefit from the use of or sale of the asset. The annual amortisation rates applied to the Group's intangible assets on a straight line basis are as follows: | Asset class | Depreciation method and rate | | --- | --- | | IT Projects | 20% – 33.3% straight line | #### (i) Property, plant & equipment Property, plant and equipment is stated at the cost less depreciation. The cost of property, plant and equipment includes directly attributable costs. Depreciation is provided on tangible fixed assets on a straight line basis so as to write off the cost or valuation, less any estimated residual value, over their expected useful economic lives. Expected useful economic lives vary by asset and are reviewed annually. | Asset class | Typical useful economic lives | | --- | --- | | Land | N/A | | Freehold property | 20 years | | Short term leasehold improvements | Lower of remaining lease term and useful economic life | | Plant and machinery | 5 to 10 years | | Fixtures and fittings | 5 years | | Office equipment | 3 to 5 years | Assets in the course of construction are recorded separately within property, plant and equipment and are transferred to the appropriate classification when complete and depreciated from the date they are brought into use. The residual values of the assets and their useful lives are reviewed, and adjusted if appropriate, at each balance sheet date. The carrying value of assets is reviewed for impairment if events or changes in circumstances suggest that the carrying value may not be recoverable. Assets are written down to their recoverable amount if lower than their carrying value, and any impairment is charged to the statement of comprehensive income. Gains and losses on disposals are determined by comparing the proceeds with the carrying amount and are recognised in the statement of comprehensive income within 'operating expenses'. Strategic Report Governance Financial Statements 112 --- ## Notes to the consolidated financial statements continued ### 2. Summary of material accounting policies continued #### (j) Financial instruments IFRS 9 requires an entity to recognise financial assets and financial liabilities in the Group's balance sheet when the Group becomes party to the contractual provisions of the instrument. The Group classifies financial instruments, or their component parts, on initial recognition as financial assets, financial liabilities or equity instruments according to the substance of the contractual arrangements entered into. #### Financial assets Trade receivables are initially recognised when they originated. All other financial assets are initially recognised when the Group becomes a party to the contractual provisions of the instrument. Financial assets are classified at initial recognition into one of the following categories: - Amortised cost - Fair value through other comprehensive income (FVOCI) - Fair value through profit or loss (FVTPL) A financial asset is measured at amortised cost if it meets both of the following conditions and is not designated as at fair value reported in profit or loss: - It is held within a business model whose objective is to hold assets to collect contractual cash flows; and - Its contractual terms give rise on specified dates to cash flows that are solely payments of principal and interest on the principal amount outstanding. The Group primarily holds trade receivables and other financial assets that meet the criteria for amortised cost. Financial assets at amortised cost are subsequently measured at amortised cost using the effective interest method. The amortised cost is reduced by impairment losses. Interest income, foreign exchange gains and losses and impairments are recognised in profit or loss. Any gain or loss on derecognition is recognised in profit or loss. #### Impairment of financial assets The Group recognises loss allowances for Expected Credit Losses (ECL) on financial assets measured at amortised cost. ECL are a probability-weighted estimate of credit losses. Credit losses are measured as the present value of all cash shortfalls. ECL are discounted at the effective interest rate of the financial asset. At each reporting date, the Group assesses whether financial assets carried at amortised cost are credit impaired. A financial asset is credit impaired when one or more events that have a detrimental impact on the estimated future cash flows of the financial asset have occurred. The gross carrying amount of a financial asset is written off (either partially or in full) when there is no realistic prospect of recovery. #### Financial liabilities Financial liabilities are classified on initial recognition as either other financial liabilities measured at amortised cost or at fair value through profit or loss. #### Offsetting of financial assets and liabilities Financial assets and liabilities are offset and the net amount reported in the balance sheet when there is a legally enforceable right to offset the recognised amounts and there is an intention to settle on a net basis or realise the asset and settle the liability simultaneously. The legally enforceable right must not be contingent on future events and must be enforceable in the normal course of business and in the event of default, insolvency or bankruptcy of the Group or the counterparty. #### Equity instruments An equity instrument is any contract that evidences a residual interest in the assets of the Group after deducting all of its liabilities. Equity instruments issued by the Group are recorded as the proceeds received, net of direct issue costs. #### (k) IFRS 16 Leases ##### Lease liability – initial recognition The lease liability is initially measured at the present value of the lease payments that are not paid at the commencement date. The lease payments are discounted at the Group's incremental borrowing rate. The incremental borrowing rate is determined based on a series of inputs including the risk-free rate based on Government bond rates in addition to specific adjustments for risk and security. Lease payments included in the measurement of the lease liability comprise: - fixed lease payments (including in-substance fixed payments), less any lease incentives; - variable lease payments such as those that depend on an index or rate (such as RPI), initially measured using the index or rate at the commencement date; - the amount expected to be payable by the Group under residual value guarantees; - the exercise price of purchase options where the Group is reasonably certain to exercise the options; and - payments of penalties for terminating the lease, if the lease term reflects the exercise of an option to terminate the lease. The lease liability is presented as a separate line in the consolidated balance sheet, split between current and non-current liabilities. Strategic Report Governance Financial Statements 113 --- ## Notes to the consolidated financial statements continued ### 2. Summary of material accounting policies continued #### (k) IFRS 16 Leases continued ##### Lease liability – subsequent measurement The lease liability is subsequently measured by increasing the carrying amount to reflect interest on the lease liability (using the effective interest method) and by reducing the carrying amount to reflect the lease payments made. ##### Lease liability – remeasurement The lease liability is remeasured where: - there is a change in the assessment of exercise of a purchase option, in which case the lease liability is remeasured by discounting the revised lease payments using a revised discount rate; or - the lease payments change due to changes in an index or rate or a change in expected payment under a guaranteed residual value, in which case the lease liability is remeasured by discounting the revised lease payments using the initial discount rate (unless the lease payments change is due to a change in a floating interest rate, in which case a revised discount rate is used); or - the lease contract is modified and the lease modification is not accounted for as a separate lease, in which case the lease liability is remeasured by discounting the revised lease payments using a revised discount rate. When the lease liability is remeasured, an equivalent adjustment is made to the right-of-use asset unless its carrying amount is reduced to zero, in which case any remaining amount is recognised in profit or loss. ##### Right-of-use asset – initial recognition The right-of-use asset comprises the initial measurement of the corresponding lease liability, lease payments made at or before the commencement date, any dilapidation or removal costs, and any initial direct costs. They are subsequently measured at cost less accumulated depreciation and impairment losses. The right-of-use asset is presented as a separate line in the balance sheet. ##### Right-of-use asset – subsequent measurement Right-of-use assets are depreciated over the shorter of the lease term and useful life of the underlying asset. ##### Impairment The Group applies IAS 36 to determine whether a right-of-use asset is impaired and accounts for any identified impairment loss. Variable rents that do not depend on an index or rate are not included in the measurement of the lease liability and the right-of-use asset. The related payments are recognised as an expense in the period in which the event or condition that triggers those payments occurs. ##### Sale and leaseback A sale and leaseback transaction is where the Group sells an asset and immediately reacquires the use of the asset by entering into a lease with the buyer. A sale occurs when control of the underlying asset passes to the buyer. A lease liability is recognised, the associated property, plant and equipment asset is derecognised, and a right-of-use asset is recognised at the proportion of the carrying value relating to the right retained. Any gain or loss arising relates to the rights transferred to the buyer. ##### (l) Inventory Inventory is valued at the lower of cost and net realisable value, after due regard for slow moving vehicles. Costs of purchased inventory include the costs of bringing to their present location and condition and are determined after deducting rebates and discounts. Net realisable value is based on selling price less anticipated costs of completion and selling costs. When calculating an inventory provision, management considers the nature and condition of the inventory as well as applying assumptions around expected saleability, determined on historic trading patterns. Inventory cost is calculated using the specific identification method. ##### (m) Trade receivables Trade receivables represent the principal amounts outstanding from finance companies in respect of the financed element of sales to customers for motor vehicle and related products. Trade receivables are recognised net of any provision for impairment. The carrying value of certain financial assets are measured on an expected credit loss approach. Trade and other receivables do not contain a significant financing element and therefore expected credit losses are measured using the simplified approach permitted by IFRS 9, which requires expected lifetime losses to be recognised from the initial recognition of the receivables. ##### (n) Cash and cash equivalents Cash and cash equivalents include cash in hand and at bank, deposits held at call with banks and pending card transactions. Where applicable, bank overdrafts are shown within borrowings in current liabilities. Strategic Report Governance Financial Statements 114 --- ## Notes to the consolidated financial statements continued ### 2. Summary of material accounting policies continued #### (o) Current and deferred tax The tax expense for the period comprises current and deferred tax. Tax is recognised in the statement of comprehensive income, except to the extent that it relates to items recognised in other comprehensive income or directly in equity. The current tax charge is calculated on the basis of tax laws enacted or substantively enacted at the balance sheet date. Deferred tax is recognised, without discounting, in respect of all temporary differences arising between the treatment of certain items for taxation and accounting purposes, which have arisen but not reversed by the balance sheet date. Deferred tax is measured at the rates, based on the tax rates and law enacted or substantively enacted at the balance sheet date, that are expected to apply in the periods when the timing differences are expected to reverse. Deferred tax assets are recognised only to the extent that it is probable that future taxable profits will be available against which the temporary differences can be utilised. Deferred tax assets and liabilities are offset when there is a legally enforceable right to offset current tax assets against current tax liabilities and when the deferred tax assets and liabilities relate to income taxes levied by the same taxation authority on either the same taxable entity or different taxable entities and there is an intention to settle the balances on a net basis. #### (p) Trade payables Trade payables are obligations to pay for goods or services that have been acquired in the ordinary course of business from suppliers. Accounts payable are classified as current liabilities if payment is due within one year or less. If not, they are presented as non-current liabilities. Trade payables are recognised initially at fair value and subsequently measured at amortised cost using the effective interest method, unless the effect is immaterial. #### (q) Stocking finance facilities Stocking finance facilities, included within trade and other payables, are borrowings secured against the vehicle against which the facility is drawn down. These are short term liabilities which are settled on the sale of a vehicle or a fixed maturity not greater than 150 days and as a result form part of the normal business operating cycle (see note 23 for more details). They are recognised initially at fair value and subsequently measured at amortised cost using the effective interest method unless the effect is immaterial. #### (r) Share capital Ordinary shares are classified as equity. Costs incurred in issuing equity are deducted from the equity instrument. #### (s) Provisions Provisions for making good obligations are recognised when the Group has a present legal or constructive obligation as a result of past events, it is probable that an outflow of resources will be required to settle the obligation, and the amount can be reliably estimated. Provisions are not recognised for future operating losses. Where there are a number of similar obligations, the likelihood that an outflow will be required in settlement is determined by considering the class of obligations as a whole. A provision is recognised even if the likelihood of an outflow with respect to any one item included in the same class of obligations may be small. Provisions are measured at the present value of management's best estimate of the expenditure required to settle the present obligation. The discount rate used to determine the present value is a pre-tax rate that reflects current market assessments of the time value of money and the risks specific to the liability. The increase in the provision due to the passage of time is recognised as interest expense. #### (t) Borrowings Borrowings are recognised initially at fair value, net of transaction costs incurred. Borrowings are subsequently carried at amortised cost using the effective interest rate method. The effective interest rate method is a method of calculating the amortised cost and allocating the interest cost 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 instrument. #### (u) Employee benefits ##### (i) Pensions The Group operates a defined contribution pension scheme for employees. The assets of the scheme are held separately from those of the Group. The annual contributions are charged in the statement of comprehensive income in the year in which they become payable in accordance with the rules of the scheme. ##### (ii) Other employee benefits The Group recognises an expense for other short term employee benefits, primarily holiday pay and employee commissions and bonuses on an accruals basis. ##### (v) Earnings per share (EPS) The Group presents basic and diluted EPS for its ordinary shares. Basic EPS is calculated by dividing the profit attributable to ordinary shareholders by the weighted average number of ordinary shares outstanding during the year. For diluted EPS, the weighted average number of ordinary shares is adjusted to assume conversion of all dilutive potential ordinary shares. ##### (w) Exceptional items Material non-recurring items of income and expense, which relate entirely to significant one off events, are disclosed as 'exceptional items'. Strategic Report Governance Financial Statements 115 --- ## Notes to the consolidated financial statements continued ### 2. Summary of material accounting policies continued #### (x) Contingent liabilities Contingent liabilities are disclosed where a present obligation arises from past events but is not recognised as a liability due to uncertainty in timing or amount. They are disclosed unless the possibility of an outflow of economic benefits is remote. Contingent liabilities are not recognised in the financial statements but are reviewed at each reporting date. ### 3. Underlying profit measures The Group's chief operating decision maker is considered to be the Board of Directors. The Board of Directors measure the overall performance of the Group by reference to the following non-GAAP measures: - earnings before interest, tax, depreciation, amortisation and exceptional items (EBITDA); - operating profit before exceptional items (adjusted operating profit); and - profit before taxation before exceptional items (adjusted profit before taxation). The adjusted measures are applied by the Board of Directors to understand the earning trends of the Group and are considered the most meaningful measures by which to assess the true operating performance of the Group. ### 4. Critical accounting estimates and judgements The preparation of financial statements requires the use of accounting estimates which, by definition, will seldom equal the actual results. Management also needs to exercise judgement in applying the Group's accounting policies. This note provides an overview of the areas that involved a higher degree of judgement or complexity, and of items which have a significant risk of causing material adjustments to the carrying amount of assets and liabilities in the next financial year. Detailed information about each of these estimates and judgements is included in other notes together with information about the basis of calculation for each affected line item in the financial statements. There are no significant estimates in FY26. #### Significant judgements IFRS 16 Lease term (note 16): The lease term is based on non-cancellable periods, adjusted for options to extend or terminate where it is reasonably certain these will be exercised. Judgement is applied considering economic incentives and reassessed upon significant changes in circumstances. Potential future lease payments not included in liabilities total £3.7m (FY25: £4.5m). Changes in rentals linked to indices or rates are recognised when they take effect. ### 5. Segmental information The Group has prepared segmental reporting in accordance with IFRS 8 'Operating Segments'. Segmental information is presented on the same basis as the management reporting. #### a. Description of segments and principal activities The Group's operating segments are determined based on the Group's internal reporting to the Board. The performance of operating segments is assessed by the Board on the basis of gross profit with all assets and liabilities assessed on a Group basis. The Board examines the Group's performance from a product perspective and has identified two reportable segments of its business: Retail – the Motorpoint brand is an omnichannel vehicle retailer offering nearly new cars, the majority of which are under six years old or have completed less than 40,000 miles. This segment also includes a range of commercial vehicles under the Motorpoint brand. Wholesale – Auction4Cars.com is an independent trade car auction site offering a business-to-business entirely online auction marketplace platform allowing an efficient and quick route for sale of part exchange vehicles which do not fall into the nearly new retail criteria and purchases direct from consumers. #### b. Segment Gross profit | | Retail 2026 £m | Retail 2025 £m | Wholesale 2026 £m | Wholesale 2025 £m | Total 2026 £m | Total 2025 £m | | --- | --- | --- | --- | --- | --- | --- | | Revenue | 1,130.8 | 1,028.4 | 137.8 | 144.7 | 1,268.6 | 1,173.1 | | Cost of sales | (1,042.4) | (948.4) | (127.3) | (133.9) | (1,169.7) | (1,082.3) | | **Gross profit** | **88.4** | **80.0** | **10.5** | **10.8** | **98.9** | **90.8** | Cost of sales are specific and therefore directly attributable to each segment. Operating and financial expenses are not segregated for internal reporting purposes and hence have not been disclosed here. #### c. Segment assets and liabilities Segment assets and liabilities are measured in the same way as in the financial statements. No further disclosure has been provided here, as internally assets and liabilities are not segregated for reporting purposes. Strategic Report Governance Financial Statements 116 --- ## Notes to the consolidated financial statements continued ### 6. Revenue Revenue has been analysed between the sale of goods and the sale of services below. | | 2026 £m | 2025 £m | | --- | --- | --- | | **Revenue analysis** | | | | Revenue from sale of motor vehicles | 1,205.8 | 1,119.2 | | Revenue from motor related services and commissions | 59.7 | 50.8 | | Revenue recognised that was included in deferred income at the beginning of the year – Sale of motor vehicles | 0.1 | 0.1 | | Revenue recognised that was included in deferred income at the beginning of the year – Motor related services and commissions | 3.0 | 3.0 | | **Total revenue** | **1,268.6** | **1,173.1** | The Group has contract liabilities of £3.0m which relate to the deferred income shown in the table below (FY25: £3.0m). The Group has recognised a returns' provision as at the year end of £1.5m (FY25: £1.4m). The Group recognises the following accrued income balances: | | 2026 £m | 2025 £m | | --- | --- | --- | | **Accrued income** | | | | Commissions^{1} | 5.2 | 4.8 | | | **5.2** | **4.8** | 1. Accrued income relates to commissions earned from finance companies received the following month and an immaterial amount for accrued rebates from suppliers. The Group recognises the following deferred income balances within accruals and deferred income: | | 2026 £m | 2025 £m | | --- | --- | --- | | **Deferred income** | | | | Vehicles invoiced not collected | 1.2 | 0.1 | | Commissions received not earned | 3.0 | 3.0 | | Deposits received | 1.3 | – | | **Total deferred income** | **5.5** | **3.1** | ### 7. Operating profit Analysed as: | Operating profit includes the effect of charging / (crediting): | 2026 £m | 2025 £m | | --- | --- | --- | | Inventory recognised as expense | 1,163.9 | 1,077.0 | | Movement in provision against inventory | 0.2 | (0.8) | | Employee benefit expense (note 9) | 39.9 | 39.4 | | Depreciation of property, plant and equipment (note 15) and right-of-use assets (note 16) | 8.4 | 9.2 | | Amortisation of intangible assets (note 17) | 1.3 | 1.2 | | Expense on short term leases | 0.1 | 0.3 | | Profit on disposals of property, plant and equipment and right-of-use assets | – | (0.4) | | Total expenses comprise: | 2026 £m | 2025 £m | | --- | --- | --- | | Cost of sales | 1,169.7 | 1,082.3 | | Operating expenses: | | | | Selling and distribution expenses | 20.7 | 22.0 | | Administrative expenses | 60.5 | 56.1 | | **Total operating expenses** | **81.2** | **78.1** | | **Total expenses** | **1,250.9** | **1,160.4** | ### 8. Auditor's remuneration: | | 2026 £m | 2025 £m | | --- | --- | --- | | **Auditor's remuneration:** | | | | Fees payable for the audit of the Parent Company and consolidated financial statements | 0.3 | 0.3 | | Fees payable for the audit of the Company's subsidiaries | – | – | | Fees payable for non-audit services | – | – | | **Total** | **0.3** | **0.3** | Non-audit services relate to access to the auditor's generic online accounting manual and amounted to £2,250 (FY25: £2,250). Strategic Report Governance Financial Statements 117 --- ## Notes to the consolidated financial statements continued ### 9. Employees and Directors The aggregate employee benefit expenses were as follows: | | 2026 £m | 2025 £m | | --- | --- | --- | | **Employee benefit expenses:** | | | | Wages and salaries | 33.7 | 34.1 | | Social security costs | 4.1 | 3.6 | | Other pension costs | 0.7 | 0.7 | | Share-based compensation charge | 1.4 | 1.0 | | | **39.9** | **39.4** | The average monthly number of employees (including Directors but excluding third party contractors) employed by the Group was as follows: | | 2026 No. | 2025 No. | | --- | --- | --- | | **Average number of people employed:** | | | | Sales and operations | 629 | 613 | | Administration and support | 205 | 183 | | | **834** | **796** | ### 10. Directors' and key management remuneration Key management has been identified as the Directors of Motorpoint Group Plc. | | 2026 £m | 2025 £m | | --- | --- | --- | | Short term employee benefits | 1.7 | 1.4 | | Share-based payment | – | – | | Employer contributions paid to money purchase schemes | – | – | | | **1.7** | **1.4** | During the year the number of key management who were receiving benefits was 2 (FY25: 2). In respect of the highest paid Director refer to page 82 of the Annual report on remuneration. ### 11. Finance expense | | 2026 £m | 2025 £m | | --- | --- | --- | | Interest on bank borrowings | 0.7 | 0.4 | | Interest on stocking finance facilities | 7.5 | 6.9 | | Interest on lease liabilities | 2.1 | 2.1 | | **Total finance expense** | **10.3** | **9.4** | ### 12. Income tax expense | | 2026 £m | 2025 £m | | --- | --- | --- | | The tax charge in the statement of comprehensive income represents: | | | | **Current tax:** | | | | UK corporation tax | 2.3 | 0.8 | | Adjustment in respect of prior years | (0.4) | (0.1) | | **Total current tax** | **1.9** | **0.7** | | **Deferred tax:** | | | | Origination and reversal of temporary differences | (0.4) | 0.6 | | Adjustments in respect of prior years | 0.4 | (0.4) | | **Total deferred tax** | **–** | **0.2** | | **Total tax charge in the consolidated statement of comprehensive income** | **1.9** | **0.9** | Strategic Report Governance Financial Statements 118 --- ## Notes to the consolidated financial statements continued ### 12. Income tax expense continued #### Reconciliation of the total tax charge The tax charge in the statement of comprehensive income in the year differs from (FY25: differs from) the charge which would result from the standard rate of corporation tax in the UK of 25% (FY25: 25%): | | 2026 £m | 2025 £m | | --- | --- | --- | | Profit before taxation | 7.5 | 4.1 | | Profit before taxation at the standard rate of corporation tax of 25% | 1.9 | 1.0 | | Tax effect of: | | | | – Fixed asset differences | 0.1 | 0.1 | | – Expenses not deductible for tax purposes | 0.2 | 0.2 | | – Adjustment in respect of prior years | – | (0.5) | | – Deferred tax taken directly to other comprehensive income | – | 0.1 | | – Other differences | (0.3) | – | | **Tax charge / (credit) in the consolidated statement of comprehensive income** | **1.9** | **0.9** | A tax payable balance of £2.5m (FY25: £0.5m) is included within current liabilities as a result of the timing of the payments on account to HMRC. #### Amounts recognised directly in equity | | 2026 £m | 2025 £m | | --- | --- | --- | | Aggregate current and deferred tax arising in the reporting period and not recognised in net profit or loss or other comprehensive income but directly debited or credited to equity: | | | | – Deferred tax: Adjustment in respect of prior years | – | (0.1) | | **Tax (credit) in the consolidated statement of comprehensive income** | **–** | **(0.1)** | #### Factors affecting current and future tax charges As at the balance sheet date of the 31 March 2026 the deferred tax asset has been calculated based on 25%, reflecting the expected timing of reversal of the related temporary differences (FY25: 25%). ### 13. Earnings per share Basic and diluted EPS are calculated by dividing the earnings attributable to equity shareholders by the weighted average number of ordinary shares during the year. | | 2026 £m | 2025 £m | | --- | --- | --- | | Profit attributable to ordinary shareholders (£m) | 5.6 | 3.2 | | Weighted average number of ordinary shares in issue ('000) | 84,309 | 87,447 | | Basic EPS (pence) | 6.6 | 3.7 | | Diluted weighted average number of ordinary shares in issue ('000) | 84,704 | 87,946 | | Diluted EPS (pence) | 6.6 | 3.6 | The difference between the basic and diluted weighted average number of shares represents the dilutive effect of the currently operating schemes and the vested but not yet exercised options. This is shown in the reconciliation below. There is a maximum of 805,454 additional options which have not been included in the dilutive calculation in relation to the SAYE schemes out of the money at the reporting date. | | 2026 £m | 2025 £m | | --- | --- | --- | | Weighted average number of ordinary shares in issue ('000) | 84,309 | 87,447 | | Adjustment for share options ('000) | 395 | 499 | | Weighted average number of ordinary shares for diluted earnings per share ('000) | 84,704 | 87,946 | ### 14. Dividends The aggregate amount of dividend paid in the year comprises: | | 2026 £m | 2025 £m | | --- | --- | --- | | 2025 final dividend (1.0 pence on 85.2m ordinary shares) | 0.9 | – | | 2026 interim dividend (1.0 pence on 83.6m ordinary shares) | 0.8 | – | | | 1.7 | – | Subsequent to the end of the year, and not included in the results for the year, the Directors recommended a final dividend of 1.2 pence (FY25: 1.0 pence) per share, bringing the total amount payable in respect of the year ended 31 March 2026 to 2.2 pence (FY25: 1.0 pence), to be paid on 31 July 2026 to the shareholders on the register on 3 July 2026. The Employee Benefit Trust, established to hold shares for employee benefits, waived its right to the interim dividend. At 31 March 2026, the Trust held 4,843,767 ordinary shares (FY25: 4,284,253). Strategic Report Governance Financial Statements 119 --- ## Notes to the consolidated financial statements continued ### 15. Property, plant and equipment | | Land £m | Freehold property £m | Short term leasehold improvements £m | Plant and machinery £m | Fixtures and fittings £m | Office equipment £m | Work in progress £m | Total £m | | --- | --- | --- | --- | --- | --- | --- | --- | --- | | **Cost** | | | | | | | | | | At 1 April 2024 | – | – | 15.2 | 2.3 | 3.9 | 5.1 | – | 26.5 | | Additions | 2.9 | 1.8 | 0.6 | 0.9 | 0.6 | 0.3 | – | 7.1 | | Transfers from assets held for sale | 2.4 | – | – | – | – | – | – | 2.4 | | Disposals | – | – | – | (0.2) | – | (0.4) | – | (0.6) | | At 31 March 2025 | 5.3 | 1.8 | 15.8 | 3.0 | 4.5 | 5.0 | – | 35.4 | | Additions | 9.8 | 1.4 | 1.3 | 0.6 | 0.6 | 0.3 | 0.5 | 14.5 | | Disposals | (2.9) | (1.9) | (1.0) | (0.5) | (0.9) | (0.5) | – | (7.7) | | **At 31 March 2026** | **12.2** | **1.3** | **16.1** | **3.1** | **4.2** | **4.8** | **0.5** | **42.2** | | **Accumulated depreciation** | | | | | | | | | | At 1 April 2024 | – | – | 9.1 | 1.9 | 2.4 | 4.3 | – | 17.7 | | Provided during the year | – | – | 1.5 | 0.3 | 0.6 | 0.5 | – | 2.9 | | Disposals | – | – | – | (0.2) | – | (0.4) | – | (0.6) | | At 31 March 2025 | – | – | 10.6 | 2.0 | 3.0 | 4.4 | – | 20.0 | | Provided during the year | – | 0.1 | 1.3 | 0.3 | 0.6 | 0.2 | – | 2.5 | | Disposals | – | (0.1) | (0.7) | (0.5) | (0.7) | (0.5) | – | (2.5) | | **At 31 March 2026** | **–** | **–** | **11.2** | **1.8** | **2.9** | **4.1** | **–** | **20.0** | | **Net book value** | | | | | | | | | | **At 31 March 2026** | **12.2** | **1.3** | **4.9** | **1.3** | **1.3** | **0.7** | **0.5** | **22.2** | | At 31 March 2025 | 5.3 | 1.8 | 5.2 | 1.0 | 1.5 | 0.6 | – | 15.4 | The depreciation expense of £2.5m (FY25: £2.9m) has been recorded in operating expenses. Under IAS 36, the Group performs an annual assessment as to the existence of impairment indicators. Management has not identified an indicator of impairment in FY26. Included within the annual assessment, the Group also performs a high level financial review of the asset classes and cost categories likely to be impacted most significantly by climate change. An exercise was undertaken as part of our financial planning to ensure that our climate-related risks and any associated costs had been considered when assessing the value of our assets and future cash flow forecasts. An estimated impact of climate-related risks was included in the annual assessment. Strategic Report Governance Financial Statements 120 --- ## Notes to the consolidated financial statements continued ### 16. Leases The Group only acts as a lessee. #### (a) Amounts recognised in the statement of financial position The balance sheet shows the following amounts relating to leases: | | £m | | --- | --- | | Right-of-use assets | | | Balance at 1 April 2024 | 53.1 | | Additions to right-of-use assets | 5.0 | | Disposals of right-of-use assets | (0.8) | | Depreciation charge | (6.3) | | Balance at 31 March 2025 | 51.0 | | Balance at 1 April 2025 | 51.0 | | Additions to right-of-use assets | 5.1 | | Modifications to right-of-use assets | 6.6 | | Depreciation charge | (5.9) | | **Balance at 31 March 2026** | **56.8** | | | £m | | **Lease liabilities** | | | Balance at 1 April 2024 | 59.6 | | Additions to lease liabilities | 5.0 | | Disposal of lease liabilities | (0.8) | | Repayment of lease liabilities (including interest element) | (8.5) | | Interest expense related to lease liabilities | 2.1 | | Balance at 31 March 2025 | 57.4 | | Current | 6.0 | | Non-current | 51.4 | | Balance at 1 April 2025 | 57.4 | | Additions to lease liabilities | 5.0 | | Modifications to lease liabilities | 6.6 | | Repayment of lease liabilities (including interest element) | (8.1) | | Interest expense related to lease liabilities | 2.1 | | **Balance at 31 March 2026** | **63.0** | | Current | 6.6 | | Non-current | 56.4 | A maturity analysis of lease liabilities based on undiscounted gross cash flows as at 31 March 2026 is reported in the table below. | | 2026 £m | 2025 £m | | --- | --- | --- | | Within one year | 8.1 | 7.7 | | In the second to fifth years inclusive | 31.3 | 29.8 | | After five years | 50.2 | 31.7 | | Total minimum lease payments | 89.6 | 69.2 | | Interest charges | (26.6) | (11.8) | | Lease liability | 63.0 | 57.4 | #### (b) Amounts recognised in the statement of comprehensive income The statement of comprehensive income shows the following amounts relating to leases: | | 2026 £m | 2025 £m | | --- | --- | --- | | **Depreciation charge of right-of-use assets** | | | | Buildings | 5.9 | 6.3 | | **Finance expense** | | | | Interest expense | 2.1 | 2.1 | The total cash outflow for leases held as right-of-use assets in FY26 was £8.1m (FY25: £8.5m). An expense on short term leases is also included of £0.1m (FY25: £0.3m). There are no low value leases. #### (c) The Group's leasing activities and how these are accounted for The Group leases various offices, stores and preparation centres. Rental contracts are typically made for fixed periods of three to 20 years, but may have extension options. Lease terms are negotiated on an individual basis and contain a range of different terms and conditions. The lease agreements do not impose any covenants other than the security interests in the leased assets that are held by the lessor. Leased assets may not be used as security for borrowing purposes. Where leases contain options to break, the Group has assumed that these are exercised, unless there is reasonable certainty that the lease will be extended. Similarly, for any extension options, these have not been assumed to be utilised unless there is reasonable certainty. Strategic Report Governance Financial Statements 121 --- ## Notes to the consolidated financial statements continued ### 16. Leases continued #### (c) The Group's leasing activities and how these are accounted for continued Leases are recognised as a right-of-use asset and a corresponding liability at the date at which the leased asset is available for use by the Group. Lease payments to be made under reasonably certain extension options are also included in the measurement of the liability. The lease payments are discounted using the interest rate implicit in the lease. If that rate cannot be readily determined, which is generally the case for leases in the Group, the lessee's incremental borrowing rate is used, being the rate that the individual lessee would have to pay to borrow the funds necessary to obtain an asset of similar value to the right-of-use asset in a similar economic environment with similar terms, security and conditions. To determine the incremental borrowing rate, the Group: - where possible, uses recent third party financing received by the individual lessee as a starting point, adjusted to reflect changes in financing conditions since third party financing was received; - uses a build up approach that starts with a risk-free interest rate adjusted for credit risk for leases held by the Group, which does not have recent third party financing; and - makes adjustments specific to the lease where relevant. Lease payments are allocated between principal and finance cost. The finance cost is charged to profit or loss over the lease period so as to produce a constant periodic rate of interest on the remaining balance of the liability for each period. Right-of-use assets are depreciated over the shorter of the asset's useful life and the lease term on a straight line basis. There have been no lease payment breaks during the year. #### Extension and termination options Extension and termination options are included in a number of property and equipment leases across the Group. These are used to maximise operational flexibility in terms of managing the assets used in the Group's operations. The majority of extension and termination options held are exercisable only by the Group and not by the respective lessor. #### Impairment assessment Management has completed an impairment review of the Group's estate. Each retail store is typically its own cash generating unit. Recoverable amounts for cash generating units are the higher of fair value less costs of disposal, and value-in-use. ### 17. Intangible assets | | Work in progress £m | IT projects £m | Total £m | | --- | --- | --- | --- | | Cost and net book value | | | | | At 1 April 2024 | – | 3.7 | 3.7 | | Additions | 0.5 | – | 0.5 | | Transfers | (0.3) | 0.3 | – | | Amortisation charge | – | (1.2) | (1.2) | | At 31 March 2025 | 0.2 | 2.8 | 3.0 | | Additions | 0.5 | 0.4 | 0.9 | | Transfers | (0.2) | 0.2 | – | | Amortisation charge | – | (1.3) | (1.3) | | **At 31 March 2026** | **0.5** | **2.1** | **2.6** | The amortisation charge of £1.3m (FY25: £1.2m) has been recorded in operating expenses. The intangible assets balance comprises capitalised employee and third party costs incurred in relation to new system development and internally generated new application programming interfaces between platforms used by the Group. Strategic Report Governance Financial Statements 122 --- ## Notes to the consolidated financial statements continued ### 18. Deferred tax assets The movement in deferred taxation assets and liabilities during the year, without taking into consideration the offsetting of balances within the same tax jurisdiction, is as follows: | | Accelerated capital allowances £m | Other timing differences £m | Total £m | | --- | --- | --- | --- | | At 1 April 2024 | 1.5 | (0.1) | 1.4 | | Credited to statement of comprehensive income | (0.2) | – | (0.2) | | Charged to equity | – | 0.1 | 0.1 | | At 31 March 2025 | 1.3 | – | 1.3 | | Charged to statement of comprehensive income | – | – | – | | Credited to equity | – | – | – | | **At 31 March 2026** | **1.3** | **–** | **1.3** | Deferred tax of £Nil (FY25: £Nil) is expected to be recovered or settled within 12 months from the reporting date. There are no unrecognised deferred tax assets (FY25: None). As at the balance sheet date of 31 March 2026 the deferred tax asset has been calculated based on 25%, reflecting the expected timing of reversal of the related temporary differences (FY25: 25%). ### 19. Inventories | | 2026 £m | 2025 £m | | --- | --- | --- | | Finished goods: New and used vehicles for resale | 194.1 | 151.4 | The replacement cost of inventories is not considered to be materially different from the above values. Provisions against inventory total £1.5m (FY25: £1.3m). Write down of inventories recognised as an expense in the period excluding provision movement totalled £7.7m (FY25: £8.7m). Inventory with a carrying value of £145.8m (FY25: £122.4m) has been pledged as security for the stocking finance facilities where funding has been drawn down on that inventory. ### 20. Trade and other receivables | Due within one year | 2026 £m | 2025 £m | | --- | --- | --- | | Trade receivables^{1} | 4.1 | 5.9 | | Prepayments | 3.6 | 2.5 | | Accrued income^{2} | 5.2 | 5.0 | | VAT recoverable | 2.6 | – | | Other receivables | 1.5 | – | | | **17.0** | **13.4** | 1. Trade receivables are non interest bearing and generally have a term of less than seven days. Due to their short maturities, the fair value of current trade and other receivables approximates to their book value. Trade receivables represent amounts due from financial institutions on the financed element of vehicle sales to customers. The maximum exposure to credit risk is the carrying amount. The Group has no provisions against trade receivables (FY25: £Nil). 2. Accrued income relates to commissions earned from finance companies and an immaterial amount for accrued rebates. ### 21. Cash and cash equivalents | | 2026 £m | 2025 £m | | --- | --- | --- | | Cash at bank and in hand | 5.2 | 6.6 | Strategic Report Governance Financial Statements 123 --- ## Notes to the consolidated financial statements continued ### 22. Borrowings During the year the Company renegotiated the terms of its stocking facilities, increasing available headroom in Q3 and Q4 each year from £165.0m to £205.0m. The Company also renegotiated the terms of the revolving credit facility to access an additional £5.0m throughout the second half of the financial year on an ongoing annual basis. As at the reporting date £14m of the revolving credit facility (FY25: £Nil) and £Nil of the overdraft (FY25: £Nil) was drawn down. The terms of the revolving credit facility and overdraft require a full repayment for a period of at least one day in each financial year and half year with no less than one month between repayments. During the year the Company also renegotiated the terms of the revolving credit facility to access an additional £5.0m throughout the second half of the financial year on an ongoing annual basis. The facility has also been extended to June 2028. #### Net debt reconciliation | | Borrowings £m | Leases £m | Sub total £m | Cash £m | Total £m | | --- | --- | --- | --- | --- | --- | | Net debt as at 1 April 2024 | – | (59.6) | (59.6) | 9.2 | (50.4) | | Financing cash flows | – | 6.4 | 6.4 | (2.6) | 3.8 | | New leases | – | (5.0) | (5.0) | – | (5.0) | | Lease disposals | – | 0.8 | 0.8 | – | 0.8 | | Lease modifications | – | – | – | – | – | | Interest expense | (7.3) | (2.1) | (9.4) | – | (9.4) | | Interest payments (presented as operating cash flows) | 7.3 | 2.1 | 9.4 | – | 9.4 | | Net debt as at 31 March 2025 | – | (57.4) | (57.4) | 6.6 | (50.8) | | Financing cash flows^{1} | (14.0) | 6.0 | (8.0) | (1.4) | (9.4) | | New leases | – | (5.0) | (5.0) | – | (5.0) | | Lease disposals | – | – | – | – | – | | Lease modifications | – | (6.6) | (6.6) | – | (6.6) | | Interest expense | (8.2) | (2.1) | (10.3) | – | (10.3) | | Interest payments (presented as operating cash flows) | 8.2 | 2.1 | 10.3 | – | 10.3 | | **Net debt as at 31 March 2026** | **(14.0)** | **(63.0)** | **(77.0)** | **5.2** | **(71.8)** | 1. Financing cash flows includes repayment of borrowings of £77.5m (FY25: £33.0m) and proceeds from borrowings of £91.5m (FY25: £33.0m). The finance charge for utilising the revolving credit facility was dependent on the Group's borrowing ratios as well as the base rate of interest in effect. During the year interest was charged at 6.0% (FY25: 7.0%) per annum. The interest charged for the year of £0.7m (FY25: £0.4m) has been expensed as a finance cost. ### 23. Trade and other payables: Amounts due within one year | | 2026 £m | 2025 £m | | --- | --- | --- | | Trade payables | | | | – Trade creditors | 29.8 | 15.3 | | – Stocking finance facilities^{1} | 145.8 | 122.4 | | Other taxes and social security | | | | – VAT payable | – | 1.9 | | – PAYE/NI payable | 0.9 | 0.8 | | Other creditors | – | 0.4 | | Accruals and deferred income^{2} | 15.9 | 14.4 | | | **192.4** | **155.2** | 1. Stocking finance facilities are provided from Black Horse Limited and Lombard North Central Plc. At 31 March 2026 the Group had £205.0m (split between £105.0m Black Horse Ltd and £100.0m Lombard North Central Plc) (FY25: £165.0m split £90.0m Black Horse Ltd and £75.0m Lombard North Central Plc) of stocking finance facilities of which £145.8m (FY25: £122.4m) was drawn. All borrowings are secured against the vehicle which the relevant stocking finance facility is drawn down against. The facilities bear interest at the rate of 1.25% and 1.35% respectively over the Bank of England (BoE) base rate. Interest expense in the year of £7.5m (FY25: £6.9m) has been recognised as a finance cost. 2. Included within accruals and deferred income is £1.2m (FY25: £0.1m) in relation to vehicles invoiced not collected at the reporting date, £1.3m (FY25: £Nil) of deposits relating to funds received from customers during the order process in advance of invoice date, and £3.0m (FY25: £3.0m) of commissions received in advance. Also included within accruals and deferred income is £1.5m (FY25: £1.4m) relating to refund liabilities and £1.1m (FY25: £1.0m) relating to finance commission clawbacks. Other than the stocking finance facilities payable, trade and other payables are all non interest bearing. Due to their short maturities, the fair value of current liabilities approximates to their book value and all are in sterling. Strategic Report Governance Financial Statements 124 --- ## Notes to the consolidated financial statements continued ### 24. Provisions | | 2026 £m | | | 2025 £m | | | | --- | --- | --- | --- | --- | --- | --- | | | Current | Non-current | Total | Current | Non-current | Total | | Make good provision^{1} | – | 1.3 | 1.3 | – | 2.1 | 2.1 | | | – | 1.3 | 1.3 | – | 2.1 | 2.1 | Movements in each class of provision during the financial year are set out below: | | 2026 £m | | | 2025 £m | | | | --- | --- | --- | --- | --- | --- | --- | | | Make good provision^{1} | Onerous lease^{2} | Total | Make good provision^{1} | Onerous lease^{2} | Total | | Carrying amount at start of year | 2.1 | – | 2.1 | 2.5 | 0.1 | 2.6 | | Charged to statement of comprehensive income | | | | | | | | – additional provisions recognised | – | – | – | 0.1 | – | 0.1 | | – unwinding of discount | – | – | – | – | – | – | | Amounts used during the year | (0.8) | – | (0.8) | (0.5) | (0.1) | (0.6) | | Carrying amount at end of year | 1.3 | – | 1.3 | 2.1 | – | 2.1 | #### 1. Make good provision The Group is required to restore the leased premises of its locations to their original condition at the end of the respective lease terms. A provision has been recognised for the present value of the estimated expenditure required to remove any leasehold improvements. These costs have been capitalised as part of the cost of right-of-use assets and are amortised over the shorter of the term of the lease and the useful life of the assets. The timing of the cash outflow relating to the make good provision is in line with the life of the relevant lease. The remaining term on existing leases ranges from one to 20 years with a weighted average of 13 years. There is judgement associated with the potential cost of remediation of each property and estimated provisions have been based on the past experiences of the Group. #### 2. Onerous leases The Group operates across a number of locations and if there is clear indication that a property will no longer be used for its intended operation, a provision may be required based on an estimate of potential liabilities for periods of lease where the property will not be used at the end of the reporting period, to unwind over the remaining term of the lease. The onerous lease was disposed of in the previous period. ### 25. Financial instruments and risk management The principal financial liabilities comprise inventory finance facilities, borrowings, and trade and other payables. The main purpose of these financial liabilities is to provide working capital funding for the Group. The main risks arising from financial liabilities are discussed further below. The principal financial assets comprise trade and other receivables, and cash at bank and in hand. The maximum exposure at the balance sheet date is the carrying value of the financial assets as disclosed in this note. #### (a) Credit risk The Group trades predominantly with retail customers. Sales to such customers are for cash and/or part exchange, often with finance provided by a selected panel of financial institutions. The majority of the Group's sales are thus for cash or the remittances of funds from financial institutions, which is achieved in a short period after the sale. As such the Group does not consider that it is exposed to credit risk from retail customers. The same is true for wholesale transactions, as dealers are required to pay for the vehicle before collection. Receivable balances are monitored on an ongoing basis with the result that the Group's exposure to bad debts is not considered to be significant. The maximum exposure is the carrying value amount as disclosed in this note. There is no significant concentration of credit risk within the Group. As a consequence, the Directors are satisfied that the Group's exposure to credit risk is acceptable. With respect to credit risk arising from other financial assets of the Group, which comprise cash and cash equivalents, the Group's exposure to credit risk arises from the default of counterparties, with a maximum exposure equal to the carrying amount of these instruments. Default is defined as the risk of financial loss to the Group if a customer or counterparty to a financial instrument fails to meet its contractual obligations. Counterparty credit risk is managed through the monitoring and active management of counterparty balances. #### (b) Foreign exchange risk The Group is not exposed to a significant foreign exchange risk. In FY26 and FY25 there were no purchases of inventory from the EU, or other overseas countries and no hedging contracts were entered into. At 31 March 2026 if sterling had weakened/strengthened by 10% against the Euro, with all other variables held constant, the recalculated post tax profit for the year would therefore have been unchanged (FY25: unchanged) as a result of foreign exchange losses/gains on the translation of euro-denominated trade payables. #### (c) Funding and liquidity risk The funding arrangements of the Group at the balance sheet date consisted primarily of the stocking finance facilities, trade and other payables, as well as an unsecured loan facility provided by Santander UK Plc, split between £6.0m available as an uncommitted overdraft and £19.0m available as a revolving credit facility. Further information regarding these arrangements is included in note 22. Strategic Report Governance Financial Statements 125 --- ## Notes to the consolidated financial statements continued ### 25. Financial instruments and risk management continued #### (c) Funding and liquidity risk continued The Group monitors its risk to a shortage of funds using a long term business plan that considers the maturity of all of its financial liabilities and the projected cash flows from operations. The Group aims to have sufficient committed borrowing facilities and operating cash flows to cover its core long term requirements. The maturity table that follows details the contractual, undiscounted cash flows (both principal and interest) for the Group's non derivative financial liabilities into relevant maturity groupings based on the remaining period at the balance sheet date to the contractual maturity date. Interest payments have been calculated using the BoE rates at the period end, except where rates had already been contracted. | | Within 180 days £m | Between 180 days and 1 year £m | Between 1 and 2 years £m | Between 2 and 5 years £m | Over 5 years £m | Total £m | | --- | --- | --- | --- | --- | --- | --- | | 2026 | | | | | | | | Stocking finance facilities | 145.8 | – | – | – | – | 145.8 | | Trade creditors and accruals | 40.2 | – | – | – | – | 40.2 | | Other creditors | – | – | – | – | – | – | | Borrowings | 14.0 | – | – | – | – | 14.0 | | Lease liabilities | 4.0 | 4.1 | 8.0 | 23.3 | 50.2 | 89.6 | | | 204.0 | 4.1 | 8.0 | 23.3 | 50.2 | 289.6 | | | Within 180 days £m | Between 180 days and 1 year £m | Between 1 and 2 years £m | Between 2 and 5 years £m | Over 5 years £m | Total £m | | --- | --- | --- | --- | --- | --- | --- | | 2025 | | | | | | | | Stocking finance facilities | 122.4 | – | – | – | – | 122.4 | | Trade creditors and accruals | 26.6 | – | – | – | – | 26.6 | | Other creditors | 0.4 | – | – | – | – | 0.4 | | Borrowings | – | – | – | – | – | – | | Lease liabilities | 3.8 | 3.9 | 7.6 | 22.2 | 31.7 | 69.2 | | | 153.2 | 3.9 | 7.6 | 22.2 | 31.7 | 218.6 | #### (d) Capital market risk The Group is subject to capital market risk, primarily in relation to changes in interest rates. The Group's interest bearing financial liabilities are analysed as follows: | | 2026 | | | 2025 | | | | --- | --- | --- | --- | --- | --- | --- | | | Floating £m | Fixed £m | Total £m | Floating £m | Fixed £m | Total £m | | Sterling denominated | 145.8 | – | 145.8 | 122.4 | – | 122.4 | | Total | 145.8 | – | 145.8 | 122.4 | – | 122.4 | At 31 March 2026 and 2025 the floating rate financial liabilities comprise stocking finance facilities and a revolving credit facility which all bear interest based on the Bank of England (BoE) rate. The following table demonstrates the sensitivity to a reasonably possible change in interest rates, with all other variables held constant, to the Group's results before tax. The Group's equity would be impacted by this amount less tax at the prevailing rate. | | Increase/decrease in basis points | 2026 £m | 2025 £m | | --- | --- | --- | --- | | Sterling | +50 | (0.7) | (0.6) | | Sterling | -50 | 0.7 | 0.6 | #### (e) Capital management The Group's objective when managing capital is to ensure adequate working capital for all operating activities and liquidity, including a comfortable headroom to take advantage of shorter term opportunities, or to weather short term shocks. Secondly the Group aims to operate an efficient capital structure to achieve the business plan. For these purposes the Group considers capital to be shareholders' equity, borrowings and stocking finance facilities. Consistent with others in the industry the Group monitors capital through the following ratio: total net debt as per note 22 divided by EBITDA (see Alternative performance measures section). The funding arrangements of the Group at the balance sheet date consisted primarily of the stocking finance facilities, trade and other payables, as well as an unsecured loan facility provided by Santander UK Plc, split between £6.0m available as an uncommitted overdraft and £19.0m available as a revolving credit facility. Further information regarding these arrangements is included in note 23. Strategic Report Governance Financial Statements 126 --- ## Notes to the consolidated financial statements continued ### 25. Financial instruments and risk management continued #### (e) Capital management continued There are certain covenants on the revolving credit and stocking facilities noted below in respect of the Group consolidated financial statements. The Group reviews covenant compliance on a monthly basis, both retrospectively and prospectively. As discussed more in note 2 and 4, in a stressed scenario, it is possible the Group would need to negotiate changes to the covenants but this is not considered plausible in the scenarios modelled. At 31 March 2026 the Group had undrawn stocking finance facilities of £59.2m (FY25: £42.6m) and undrawn credit facilities of £11.0m (FY25: £20.0m) and further information can be found in note 22. Under the terms of the major borrowing facilities, the Group is required to comply with the following financial covenants; terms are defined within the alternative performance measures section and the Glossary: - the interest cover (EBITDA after stocking facility interest to borrowing costs, being bank interest only) should not be less than 4:1 - adjusted leverage being the total net debt to adjusted EBITDA should not exceed 3:1 - the reported net worth (net assets per the balance sheet) will not fall below the amount of £20.0m (FY25: £20.0m) - the fixed charge cover being EBITDAR (excluding stores opened in the last two years) to fixed charges (finance charges plus rent) shall not be less 1.25:1. The Group has complied with these covenants as applicable throughout the reporting period. As at 31 March 2026, they were 29:1, 0:1, £26.0m and 2.58:1 respectively (FY25: 39:1, 0:1, £26.9m and 2.36:1). #### (f) Fair value estimation The Group has no financial assets or liabilities carried at fair value. #### (g) Financial instruments by category The Group's financial assets are all measured at amortised cost. | 2026 | Carrying value £m | | --- | --- | | Trade receivables | 4.1 | | Accrued income | 5.2 | | Cash and cash equivalents | 5.2 | | | **14.5** | | 2025 | Carrying value £m | | --- | --- | | Trade receivables | 5.9 | | Accrued income | 5.0 | | Cash and cash equivalents | 6.6 | | | **17.5** | The Group's liabilities are classified as follows: | 2026 | Other financial liabilities at amortised cost £m | Liabilities not within the scope of IFRS 9 £m | Total £m | | --- | --- | --- | --- | | Borrowings | 14.0 | – | 14.0 | | Trade creditors | 29.8 | – | 29.8 | | Stocking finance facilities | 145.8 | – | 145.8 | | Other taxes and social security | – | 0.9 | 0.9 | | Lease liabilities | 63.0 | – | 63.0 | | Other creditors | – | – | – | | Accruals and deferred income | 10.4 | 5.5 | 15.9 | | | **263.0** | **6.4** | **269.4** | | 2025 | Other financial liabilities at amortised cost £m | Liabilities not within the scope of IFRS 9 £m | Total £m | | --- | --- | --- | --- | | Borrowings | – | – | – | | Trade creditors | 15.3 | – | 15.3 | | Stocking finance facilities | 122.4 | – | 122.4 | | Other taxes and social security | – | 2.7 | 2.7 | | Lease liabilities | 57.4 | – | 57.4 | | Other creditors | 0.4 | – | 0.4 | | Accruals and deferred income | 11.3 | 3.1 | 14.4 | | | **206.8** | **5.8** | **212.6** | Strategic Report Governance Financial Statements 127 --- ## Notes to the consolidated financial statements continued ### 25. Financial instruments and risk management continued #### (g) Financial instruments by category continued ##### Fair value hierarchy Financial instruments carried at fair value are required to be measured by reference to the following levels: - Level 1: quoted prices in active markets for identical assets or liabilities. - Level 2: inputs other than quoted prices included within Level 1 that are observable for the asset or liability, either directly (i.e. as prices) or indirectly (i.e. derived from prices). - Level 3: inputs for the asset or liability that are not based on observable market data (unobservable inputs). The Group has no financial instruments carried at fair value. #### (h) Credit quality of financial assets As disclosed in note 20 the Group has no financial assets that are impaired. The Group's financial assets represent balances due from a selected panel of financial institutions that provide finance to the Group's retail customers, and cash and cash equivalents held with banks. The Group has banking arrangements in place with Santander UK Plc and financing arrangements in place with Lloyds Bank Plc and Barclays Bank Plc, all of which have a Fitch credit rating of A or above. The Group does not obtain credit ratings for its customers. Due to their short maturities the expected credit loss on financial assets is estimated at £Nil. ### 26. Post employment benefit obligations The Group operates a defined contribution pension scheme. The pension cost charge for the year represents contributions payable by the Group to the scheme and is disclosed in note 9. Contributions totalling £0.1m (FY25: £0.1m) were payable to the scheme at the end of the year and are included in accruals. ### 27. Called up share capital | | 2026 | | 2025 | | | --- | --- | --- | --- | --- | | | Number '000 | Amount £m | Number '000 | Amount £m | | Allotted, called up and fully paid ordinary shares of 1p each | | | | | | Balance at the beginning of the year | 86,620 | 0.9 | 89,970 | 0.9 | | Released from treasury awaiting cancellation | – | – | 30 | – | | Cancelled treasury shares | – | – | (30) | – | | Bought back and cancelled during the year | (3,000) | (0.1) | (3,350) | – | | Balance at the end of the year^{1} | 83,620 | 0.8 | 86,620 | 0.9 | 1. During the period 3,000,000 shares were purchased by the Group in accordance with the terms of its share buyback programme. All of these shares were cancelled as at 31 March 2026. The shares were acquired at an average price of 165.3p per share, with prices ranging from 120.3p to 185.0p. In total the 3,000,000 shares bought back and cancelled represent 3.5% of the issued ordinary shares, at a purchase cost of £5.0m (FY25: 3,349,808 shares at a cost of £4.7m). Shares are held on behalf of employees within the Employee Benefit Trust (EBT) detailed in note 30. The Group does not have a limited amount of authorised capital. ### 28. Capital redemption reserve The capital redemption reserve represents the purchase by the Group of its own shares and comprises the amount by which distributable profits were reduced on these transactions in accordance with s733 of the Companies Act 2006. £0.1m (FY25: £Nil) was transferred into the capital redemption reserve during the year in respect of shares purchased by the Group and subsequently cancelled. ### 29. Capital reorganisation reserve The capital reorganisation reserve represents the capital reduction in the nominal value of shares in Motorpoint Group Limited (re-registered as Motorpoint Group Plc on 10 May 2016) from £1 to 1p. Strategic Report Governance Financial Statements 128 --- ## Notes to the consolidated financial statements continued ### 30. Employee Benefit Trust (EBT) reserve The EBT has an independent trustee and has been set up to satisfy awards which are exercised in accordance with the terms of the various share-based schemes. At 31 March 2026 the EBT held 4,843,767 (FY25: 4,284,253) ordinary shares of 1p each in the Group, purchased at a market cost of £8.8m (FY25: £8.5m). The consideration paid for the ordinary shares of 1p each in the Group held by the EBT at 31 March 2026 and 31 March 2025 has been shown as an EBT reserve and presented within equity for the Group. All other assets, liabilities, income and costs of the EBT have been incorporated into the accounts of the Group. The table below shows the movements in equity from EBT transactions during the year: | | 2026 | | 2025 | | | --- | --- | --- | --- | --- | | | Number | Amount £m | Number | Amount £m | | Shares purchased by the EBT in the year | **884,179** | **1.2** | 2,792,000 | 3.8 | | Shares issued in respect of employee share schemes | **(324,665)** | **(0.9)** | (125,757) | (0.4) | Proceeds of £0.4m (FY25: £0.2m) were received on the exercise of share-based payments. The weighted average cost of shares issued by the EBT was £0.9m (FY25: £0.4m). Subsequent to the year end employee share options over Nil (FY25: Nil) shares had been exercised and had been satisfied by ordinary shares issued by the EBT. ### 31. Other commitments #### Capital commitments The Group had capital commitments of £Nil at 31 March 2026 (FY25: £Nil). ### 32. Transactions and balances with related parties There were no transactions with related parties other than Directors and key management. Their remuneration including share-based payment as detailed in note 10 to the financial statements and their beneficiary owned shares are detailed in the Remuneration Committee report on page 67. ### 33. Contingent liabilities The Group is not directly involved in the selling of finance products to consumers; instead refers consumers to third parties who administer and are responsible for the finance product themselves. Since the investigations by the FCA into apparent mis-selling were announced, the Directors have not considered that provisions are required to be made in respect of any exposures, on the basis that lenders are responsible for any redress scheme. ### 34. Share-based compensation Share options are granted to senior executives and other individuals throughout the organisation. The Group currently operates three share schemes and these are the Performance Share Plan ('PSP'), the Share Incentive Plan ('SIP') and the Save As You Earn ('SAYE') schemes. During FY21 the Restricted Shares Awards scheme ('RSA') was introduced, which operates under the rules of the PSP scheme. The total expense recognised immediately in profit and loss arising from equity-settled share-based payment transactions in the year relating to the three schemes including associated national insurance ('NI') charges was £1.4m (FY25: £1.0m). NI is being accrued, where applicable, at a rate of 15.0% (FY25: 15.0%) which management expects to be the prevailing rate when the awards are exercised, based on the share price at the reporting date. NI for the year ended 31 March 2026 relating to all awards was a charge of £0.1m (FY25: £Nil). #### Share Incentive Plan ('SIP') The Group operated a SIP under which an award was made available to all eligible employees following admission to the London Stock Exchange in May 2016. #### Performance Share Plan ('PSP') The Group operates a Performance Share Plan for Executive Directors and certain key senior managers. #### Restricted Share Award ('RSA') Restricted shares differ from performance shares in a way that the grant level is scaled back, but the vesting of the shares is not subject to specific future conditions (other than a performance underpin). #### SAYE scheme The Group operates a SAYE scheme for all employees under which employees are invited to subscribe for options over the Company's shares at an exercise price representing a 10% discount to the closing mid-market price the day before the invitation date. Strategic Report Governance Financial Statements 129 --- ## Notes to the consolidated financial statements continued ### 34. Share-based compensation continued | | SIP | | SAYE | | PSP | | RSA | | 2026 | | 2025 | | | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | | | FY26 | FY25 | FY26 | FY25 | FY26 | FY25 | FY26 | FY25 | Weighted average exercise price £ | Number of options | Weighted average exercise price £ | Number of options | | Outstanding at 1 April FY | 12,207 | 13,191 | 2,239,636 | 1,440,453 | – | 412,022 | 2,789,183 | 2,409,859 | 0.42 | 5,041,026 | 0.27 | 4,275,525 | | Awarded | – | – | 879,552 | 1,112,494 | – | – | 805,018 | 1,032,690 | 0.66 | 1,684,570 | 0.61 | 2,145,184 | | Forfeited^{1} | – | – | (619,570) | (278,392) | – | – | (16,108) | (244,183) | (1.06) | (635,678) | (0.28) | (522,575) | | Lapsed | – | – | (119,680) | (34,919) | – | – | (33,442) | (295,522) | (1.01) | (153,122) | (0.24) | (330,441) | | Exercised | (492) | (984) | (17,632) | – | – | (412,022) | (285,691) | (113,661) | (0.06) | (303,815) | – | (526,667) | | **Outstanding at 31 March FY** | **11,715** | **12,207** | **2,362,306** | **2,239,636** | **–** | **–** | **3,258,960** | **2,789,183** | **0.43** | **5,632,981** | **0.42** | **5,041,026** | | **Exercisable at 31 March FY** | **11,715** | **12,207** | **52,684** | **38,010** | **–** | **–** | **570,758** | **231,641** | **0.12** | **635,157** | **0.37** | **281,858** | 1. Options forfeited includes cancellations of 545,316 (FY25: 253,275) relating to the SAYE scheme. The option pricing model used by the entity to value the shares in the period in which they were launched is the Black-Scholes model. The weighted average share price at the date of exercise during the period is £1.71 (FY25: £1.45). The range of exercise prices of share options outstanding at the end of the period for SAYE plans is between £0.69 and £1.76 (FY25: £0.69 and £2.76). The exercise price for RSA share awards is £Nil (FY25: £Nil). The assumptions used in the measurement of the fair value at grant dates of the respective share schemes are as follows. | | Share price at grant date £ | Expected volatility % | Option life years | Risk free rate % | Dividend yield % | Non vesting condition % | Fair value per option £ | | --- | --- | --- | --- | --- | --- | --- | --- | | **SAYE** | | | | | | | | | 18 December 2025 | 1.35 | 33.1 | 3.0 | 3.8 | 1.63 | 38.6 | 0.22 | | 20 December 2024 | 1.34 | 35.7 | 3.0 | 4.4 | 1.63 | 38.6 | 0.25 | | **RSA** | | | | | | | | | 26 June 2025 | 1.79 | 34.2 – 37.3 | 3.0 – 5.0 | 3.8 | 1.20 – 1.41 | 27.1 – 41.0 | 1.26 – 0.98 | | 26 June 2024 | 1.43 | 36.4 – 40.5 | 3.0 – 5.0 | 4.1 | 2.00 – 2.21 | 27.1 – 41.0 | 0.97 – 0.75 | 130 Strategic Report Governance Financial Statements --- ## Notes to the consolidated financial statements continued ### 34. Share-based compensation continued The maximum subscription offered for SAYE is £5,400 (equivalent to £150 per month over the 36 month saving period) (FY25: £5,400). Contributions from salary are made into a savings account and on maturity participants can exercise their option to buy shares at the discounted rate with their saved contributions or have the funds returned to them. Expected volatility is estimated by considering historic average share price volatility of Motorpoint Group Plc share price at the grant date. The requirement that an employee has to save in order to purchase shares under the SAYE is a non vesting condition. This feature has been incorporated into the fair value at grant date by applying a discount to the valuation obtained from the Black-Scholes pricing model. The total charge in the year, included in administrative expenses, in relation to these awards was £0.1m (FY25: £0.1m). The weighted average remaining contractual life of the outstanding share options based on the relevant vesting date as at the year end is 1.7 years (FY25: 1.8 years). ### 35. Post balance sheet events After the end of the financial year, a site in a new market location was purchased for £2.0m. This will be redeveloped and opened as a trading store in due course. The Group also introduced an additional Property Revolving Credit Facility to a maximum of £10.0m, which will be used to support capital expenditure requirements, notably in relation to new store roll out. This facility expires in June 2028, in line with the existing available banking facilities. Strategic Report Governance Financial Statements 131 --- ## Company balance sheet As at 31 March 2026 | | Note | 2026 £m | 2025 £m | | --- | --- | --- | --- | | **ASSETS** | | | | | **Fixed assets** | | | | | Investments | 3 | 105.7 | 104.3 | | **Total fixed assets** | | **105.7** | **104.3** | | **TOTAL ASSETS** | | **105.7** | **104.3** | | **LIABILITIES** | | | | | **Current liabilities** | | | | | Creditors: amounts falling due within one year | 4 | (70.8) | (62.2) | | **Total current liabilities** | | **(70.8)** | **(62.2)** | | **Net current liabilities** | | **(70.8)** | **(62.2)** | | **TOTAL LIABILITIES** | | **(70.8)** | **(62.2)** | | **NET ASSETS** | | **34.9** | **42.1** | | **EQUITY** | | | | | Called up share capital | 6 | 0.8 | 0.9 | | Capital redemption reserve | 7 | 0.2 | 0.1 | | EBT Reserve | | (8.8) | (8.5) | | Retained earnings | | | | | At 1 April 2025 and 2024 respectively | | 49.6 | 54.3 | | (Loss) for the year | | (0.7) | (0.6) | | Share-based payments | | 1.4 | 1.0 | | Buyback and cancellation of shares | | (5.0) | (4.7) | | Share-based compensation options satisfied through the EBT | | (0.9) | (0.4) | | Payment of dividends | | (1.7) | – | | | | **42.7** | **49.6** | | **TOTAL EQUITY** | | **34.9** | **42.1** | As permitted by section 408 of the Companies Act 2006, the Company statement of profit or loss has not been included in these financial statements. The Company made a loss after tax of £0.7m (FY25: £0.6m). The financial statements on pages 132 and 133 were approved by the Board of Directors on 10 June 2026 and were signed on its behalf by: **Mark Carpenter** **Chief Executive Officer** Motorpoint Group Plc Registered number 10119755 **Chris Morgan** **Chief Financial Officer** The notes on pages 134 to 136 are an integral part of these financial statements. Strategic Report Governance Financial Statements 132 --- Strategic Report Governance Financial Statements ## Company statement of changes in equity For the year ended 31 March 2026 | | Called up share capital £m | Capital redemption reserve £m | EBT reserve £m | Retained earnings £m | Total equity £m | | --- | --- | --- | --- | --- | --- | | **At 1 April 2024** | 0.9 | 0.1 | (5.1) | 54.3 | 50.2 | | Loss for the year | – | – | – | (0.6) | (0.6) | | **Transactions with owners in their capacity as owners:** | | | | | | | Share-based payments | – | – | – | 1.0 | 1.0 | | Buyback and cancellation of shares | – | – | – | (4.7) | (4.7) | | EBT share purchases and commitments | – | – | (3.8) | – | (3.8) | | Share-based compensation options satisfied through the EBT | – | – | 0.4 | (0.4) | – | | | – | – | (3.4) | (4.1) | (7.5) | | **At 31 March 2025** | 0.9 | 0.1 | (8.5) | 49.6 | 42.1 | | Loss for the year | – | – | – | (0.7) | (0.7) | | **Transactions with owners in their capacity as owners:** | | | | | | | Share-based payments | – | – | – | 1.4 | 1.4 | | Buyback and cancellation of shares | (0.1) | 0.1 | – | (5.0) | (5.0) | | EBT share purchases and commitments | – | – | (1.2) | – | (1.2) | | Share-based compensation options satisfied through the EBT | – | – | 0.9 | (0.9) | – | | Payment of dividends | – | – | – | (1.7) | (1.7) | | | (0.1) | 0.1 | (0.3) | (6.2) | (6.5) | | **Balance at 31 March 2026** | **0.8** | **0.2** | **(8.8)** | **42.7** | **34.9** | 133 --- # Notes to the Company financial statements ## 1. Summary of significant accounting policies Motorpoint Group Plc (the Company) is incorporated and domiciled in the United Kingdom under the Companies Act 2006. The Company is a public company limited by shares and is listed on the London Stock Exchange; the address of the registered office is Champion House, Stephensons Way, Derby, England, DE21 6LY. The principal activity of the Company is to provide the services of the Directors to the Group and that of a holding company. ### (a) Basis of preparation These Company financial statements for the year ended 31 March 2026 have been prepared in accordance with United Kingdom accounting standards including Financial Reporting Standard 102, The Financial Reporting Standard applicable in the United Kingdom and Republic of Ireland (FRS 102) and the Companies Act 2006. These financial statements are prepared on a going concern basis, under the historical cost convention. The accounting policies have been consistently applied to all the years presented, unless otherwise stated. The Directors have performed the going concern review at a Group-wide level reflecting that the Company is intrinsically embedded to the activities and financing of the wider Group. The Company is in a net current liability position; however as Motorpoint Limited is a wholly owned subsidiary of the Company, those outstanding balances will not be settled unless the Company has the means to repay. For further details of the going concern status of the Group see pages 96 and 97. The Company financial statements have been prepared in sterling which is the functional and presentational currency of the Company. As permitted under section 408 of the Companies Act 2006 an entity profit and loss is not included as part of the published consolidated financial statements of Motorpoint Group Plc. ### (b) Critical accounting judgements The preparation of the financial statements requires management to exercise its judgement in the process of applying the Group and Company accounting policies. There are no critical estimates or judgements specific to the Company. ### (c) Investment in subsidiaries Investments in subsidiaries are held at cost, less any provision for impairment. Annually, the Directors consider whether any events or circumstances have occurred that could indicate that the carrying amount of fixed asset investments may not be recoverable. If such circumstances do exist, a full impairment review is undertaken to establish whether the carrying amounts exceed the higher of net realisable value or value-in-use. If this is the case, an impairment charge is recorded to reduce the carrying value of the related investment. Where equity-settled share-based compensation is granted to the employees of subsidiary companies, the fair value of the award is treated as a capital contribution by the Company and investments in subsidiaries are adjusted to reflect this capital contribution. ### (d) Dividend distribution Dividend distribution to the Company's shareholders is recognised as a liability in the Company's financial statements in the period in which the dividends are approved by the Company's shareholders. ### (e) Financial instruments The Company is applying sections 11 and 12 of FRS 102 in respect of the recognition and measurement of financial instruments. Financial assets and financial liabilities are recognised in the Company's balance sheet when the Company becomes party to the contractual provisions of the instrument. The Company classifies financial instruments, or their component parts, on initial recognition as financial assets, financial liabilities or equity instruments according to the substance of the contractual arrangements entered into. ### (f) Financial equity An equity instrument is any contract that evidences a residual interest in the assets of the Company after deducting all of its liabilities. Equity instruments issued by the Company are recorded as the proceeds received, net of direct issue costs. ### (g) Financial liabilities Financial liabilities are classified on initial recognition as either other financial liabilities measured at amortised cost or at fair value through profit or loss. ### (h) Share capital Ordinary shares are classified as equity. Costs incurred in issuing equity are deducted from the equity instrument. ### (i) Employee benefits #### Share-based compensation Equity-settled share-based compensation to employees and others providing similar services are measured at the fair value of the equity instruments at the grant date. The estimate is measured using the Black-Scholes pricing model and excludes the effect of non market based vesting conditions. Details regarding the determination of the fair value of equity-settled share-based transactions are set out in note 34 of the Group's financial statements. The fair value determined at the grant date of the equity-settled share-based compensation is recognised on a straight line basis over the vesting period, based on the Group's estimates of equity instruments that will eventually vest. At each balance sheet date, the Group revises its estimate of the number of equity instruments expected to vest as a result of the effect of non market based vesting conditions. The impact of the revision of the original estimates, if any, is recognised in the statement of comprehensive income such that the cumulative expenses reflect the revised estimate, with a corresponding adjustment to equity reserves. Strategic Report Governance Financial Statements 134 --- ## Notes to the Company financial statements continued ### 1. Summary of significant accounting policies continued #### (i) Employee benefits continued ##### Share-based compensation continued SAYE share options granted to employees are treated as cancelled when employees cease to contribute to the scheme. This results in accelerated recognition of the expenses that would have arisen over the remainder of the original vesting period. Cash-settled share-based compensation to employees and others providing similar services is measured at the fair value of the equity instruments at the grant date. A liability is recognised at the current fair value determined at each balance sheet date and at settlement. #### (j) Exemptions for qualifying entities under FRS 102 FRS 102 allows certain disclosure exemptions. The Company has taken the exemptions under FRS 102 paragraphs 1.12 (b), (d) and (e) from including the preparation of a cash flow statement and disclosure in relation to share-based compensation and key management compensation, since equivalent disclosures are included in the consolidated financial statements of the Group headed by Motorpoint Group Plc. ### 2. Employees and Directors The Company has no employees other than Directors (FY25: none). Full details of the Directors' remuneration and interests are set out in the Remuneration Committee report on pages 82 to 91. Details of related party transactions including those with Directors and key management remuneration including share-based payment are detailed in note 11. The shares beneficially owned by the Directors of the Company are detailed in the Remuneration Committee report on page 87. ### 3. Investments | | 2026 £m | 2025 £m | | --- | --- | --- | | At 1 April | 104.3 | 103.3 | | Share-based payment charge | 1.4 | 1.0 | | At 31 March | 105.7 | 104.3 | During the year, capital contributions of £1.4m (FY25: £1.0m) were made to its subsidiaries in relation to share-based payments as disclosed in note 34. Under IAS 36, the Company performs an annual assessment as to the existence of impairment indicators. During the year ended 31 March 2026, the market capitalisation of the Group fell below its carrying value, which was considered an external indicator of potential impairment. Accordingly, management performed an impairment assessment. This involved estimating the recoverable amount, being the higher of fair value less costs of disposal and value in use. Based on this analysis, the recoverable amount was determined to be in excess of the carrying value. No impairment charge has therefore been recognised in the year ended 31 March 2026. At 31 March 2026 the Company had the following 100% owned subsidiary companies all of whom are registered in England and Wales. Motorpoint Limited is the only direct subsidiary. | Subsidiary undertaking | Registered address | Principal activity | Registered number | | --- | --- | --- | --- | | Motorpoint Limited | Champion House, Stephensons Way, Derby, England, DE21 6LY | Motor vehicle retail | 03482801 | | Chartwell Leasing Limited^{1} | Champion House, Stephensons Way, Derby, England, DE21 6LY | Motor vehicle leasing | 04100916 | | Auction 4 Cars Limited^{2} | Champion House, Stephensons Way, Derby, England, DE21 6LY | Dormant | 09603690 | | Motorpoint Group Plc Employee Benefit Trust^{3} | 12 Castle Street, Jersey, JE2 3RT | Employee benefit scheme | Not applicable | 1. This subsidiary undertaking is entitled to exemptions under sections 479A and 480 of the Companies Act 2006. 2. This subsidiary undertaking is entitled to exemptions under sections 476 and 480 of the Companies Act 2006 relating to dormant companies. 3. The EBT is consolidated in the financial statements of the Group on the basis that the Company has control as detailed in note 2 to the consolidated financial statements. ### 4. Creditors: amounts falling due within one year | | 2026 £m | 2025 £m | | --- | --- | --- | | Borrowings | 14.0 | – | | Amounts owed to Group undertakings | 56.8 | 62.2 | | | 70.8 | 62.2 | Amounts due to Group undertakings are repayable on demand, unsecured and non-interest bearing. See note 9 for further details on borrowings. Strategic Report Governance Financial Statements 135 --- ## Notes to the Company financial statements continued ### 5. Financial instruments Financial instruments utilised by the Company during the year ended 31 March 2026 may be analysed as follows: | | 2026 £m | 2025 £m | | --- | --- | --- | | Financial liabilities measured at amortised cost | 70.8 | 62.2 | | | **70.8** | **62.2** | Financial instruments included within current assets and liabilities (excluding cash) are generally short term in nature and accordingly their fair values approximate to their book values. The Company's financial liabilities are repayable on demand and therefore their fair value is equal to their book value. ### 6. Called up share capital The Company's share capital and associated movements in the year are consistent with those of the Group, as detailed within note 27 of the consolidated financial statements. At 31 March 2026 the EBT held 4,843,767 (FY25: 4,284,253) ordinary shares of 1p each in the Company, purchased at a market cost of £8.8m (FY25: £8.5m). Details of outstanding share awards and options are shown in note 34 of the consolidated financial statements. The Company does not have a limited amount of authorised capital. ### 7. Capital redemption reserve The capital redemption reserve represents the purchase by the Company of its own shares and comprises the amount by which distributable profits were reduced on these transactions in accordance with s733 of the Companies Act 2006. £0.1m (FY25: £0.0m) was transferred into the capital redemption reserve during the year in respect of shares purchased by the Company and subsequently cancelled. ### 8. Dividends The aggregate amount of dividend paid in the year comprises: | | 2026 £m | 2025 £m | | --- | --- | --- | | 2025 final dividend (1.0 pence on 85.2m ordinary shares) | 0.9 | – | | 2026 interim dividend (1.0 pence on 83.6m ordinary shares) | 0.8 | – | | | **1.7** | **–** | Subsequent to the end of the year, and not included in the results for the year, the Directors recommended a final dividend of 1.2 pence (FY25: 1.0 pence) per share, bringing the total amount payable in respect of the year ended 31 March 2026 to 2.2 pence (FY25: 1.0 pence), to be paid on 31 July 2026 to the shareholders on the register on 3 July 2026. The Employee Benefit Trust, established to hold shares for employee benefits, waived its right to the interim dividend. At 31 March 2026, the Trust held 4,843,767 ordinary shares (FY25: 4,284,253). ### 9. Borrowings The Company's borrowings are consistent with the loan facility provided by Santander, as detailed within note 22 of the consolidated financial statements. As at the reporting date £14.0m of the revolving credit facility (FY25: £Nil) and £Nil of the overdraft (FY25: £Nil) was drawn down. ### 10. Commitments and contingencies #### Capital commitments The Company had £Nil capital commitments at 31 March 2026 (FY25: £Nil). #### Contingencies There are no disputes with any third parties that would result in a material liability for the Company. The Company acts as guarantor over the Group's £205.0m (FY25: £165.0m) stocking finance facilities with Black Horse Limited and Lombard North Central Plc. ### 11. Related parties During the year, a management charge of £3.8m (FY25: £2.1m) was received from Motorpoint Limited in respect of services rendered. During the year Motorpoint Limited paid interest of £0.8m (FY25: £0.4m) on behalf of the Company. On behalf of Motorpoint Group Plc, Motorpoint Limited paid Directors' salaries and fees of £1.7m (FY25: £1.4m) during the year and has recharged this to Motorpoint Group Plc. At the year end the balance outstanding due to Motorpoint Limited totalled £56.8m (FY25: £62.2m). The Company grants share awards to employees of Motorpoint Limited as detailed in note 34 to the consolidated financial statements. As a result, a share-based payment charge of £1.4m (FY25: £1.0m) is disclosed in the Company's statement of changes in equity with a corresponding increase in investments. Strategic Report Governance Financial Statements 136 --- ## Alternative performance measures (APMs) ### Introduction We assess the performance of the Group using alternative performance measures that are not defined under IFRS and are therefore termed non-GAAP measures. The non-GAAP measures used are shown below. The APMs we use may not be directly comparable with similarly titled measures used by other companies. ### Gross profit per retail unit Gross profit per retail unit is used by management to assess profitability per vehicle sold. It represents gross profit generated on each retail unit and supports analysis of key components including vehicle margin, finance and ancillary products, and associated preparation and transport costs. Higher gross profit per retail unit indicates improved unit profitability. The measure is derived from retail gross profit as disclosed in Note 5 (Segmental information). | | 2026 | 2025 | | --- | --- | --- | | Retail gross profit (£'m) | **88.4** | 80.0 | | Retail units ('000) | **64.6** | 59.9 | | Gross profit / retail unit (£) | **1,368** | 1,335 | ### Gross profit / operating expenses ratio We measure financial performance based on our gross profit / operating expenses ratio as we seek to grow our gross profit faster than our cost base. The calculation of this measure is as follows: | | 2026 | 2025 | | --- | --- | --- | | Gross profit (£'m) | **98.9** | 90.8 | | Operating expenses (£'m) | **(81.2)** | (78.1) | | Gross profit / operating expenses (%) | **122** | 116 | ### EBITDA The Group measures its overall performance by reference to EBITDA which is a non-IFRS measure. Management uses EBITDA as a measure for internal profitability as it adjusts for certain non-recurring or non-cash items and is therefore used to develop budgets and measure performance against those budgets. EBITDA is defined as profit before taxation adjusted to exclude finance expense, depreciation and amortisation. | | 2026 £m | 2025 £m | | --- | --- | --- | | Profit before taxation | **7.5** | 4.1 | | Finance expense | **10.3** | 9.4 | | Depreciation | **8.4** | 9.2 | | Amortisation | **1.3** | 1.2 | | EBITDA | **27.5** | 23.9 | ### Nebt (debt) / cash excluding lease liabilities Net debt is used by management to assess the Group's financial position and level of leverage. It comprises interest-bearing borrowings net of cash and cash equivalents. Net debt supports comparability with other companies and indicates the Group's financial flexibility. | | 2026 £m | 2025 £m | | --- | --- | --- | | Cash and cash equivalents | **5.2** | 6.6 | | Bank borrowings | **(14.0)** | – | | Net (debt) / cash excluding lease liabilities | **(8.8)** | 6.6 | A reconciliation of net debt to IFRS measures and further detail is provided in Note 22. Strategic Report Governance Financial Statements 137 --- ## Shareholder information and advisors **Registered office** **Motorpoint Group Plc** Champion House Stephensons Way Derby DE21 6LY United Kingdom **Company number** 10119755 **Company secretary** Chris Morgan **Joint stock brokers** **Deutsche Bank AG (London Branch) trading as Deutsche Numis** 21 Moorfields London EC2Y 9DB **Shore Capital Stockbrokers Limited** Cassini House 57 St James's Street London SW1A 1LD **Share listing** MOTR.L 1 pence ordinary shares are listed on the London Stock Exchange and are the only class of shares in issue **Independent Auditor** **PricewaterhouseCoopers LLP** One Chamberlain Square Birmingham B3 3AX **Legal advisors** **Pinsent Masons LLP** 30 Crown Place London EC2A 4ES **Registrar** **MUFG Corporate Markets** Unit 10 Central Square 29 Wellington Street Leeds LS1 4DL **Financial PR** **FTI Consulting** 200 Aldersgate Aldersgate Street London EC1A 4HD Tel: +44 20 3727 1000 **Bankers** **Santander UK Plc** 2 Clumber Street Nottingham NG1 3GA **Financial calendar** 23 July 2026 Early October 2026 November 2026 Annual General Meeting Half Year Trading Update Interim Results Announcement Strategic Report Governance Financial Statements 138 --- ## Shareholder information and advisors continued ### Shareholder enquiries Our registrars will be pleased to deal with any questions regarding your shareholdings on 0333 300 1950 (calls are charged at the standard geographic rate and will vary by provider) or email shareholderenquiries@cm.mpms.mufg.com. Alternatively, you can access www.signalshares.com where you can view and manage all aspects of your shareholding securely including electronic communications, account enquiries or address amendments. ### Investor relations website The investor relations section of our website, www.motorpoint.co.uk/plc, provides further information for anyone interested in Motorpoint. In addition to the Annual Report and Accounts and share price, Company announcements including the full year results announcements are also published there. ### Cautionary note regarding forward-looking statements Certain statements made in this Report are forward-looking statements. Such statements are based on current expectations and assumptions and are subject to a number of risks and uncertainties that could cause actual events or results to differ materially from any expected future events or results expressed or implied in these forward-looking statements. They appear in a number of places throughout this Report and include statements regarding the intentions, beliefs or current expectations of the Directors concerning, amongst other things, the Group's results of operations, financial condition, liquidity, prospects, growth, strategies and the business. Persons receiving this Report should not place undue reliance on forward-looking statements. Unless otherwise required by applicable laws, regulations or accounting standards, Motorpoint Group Plc does not undertake to update or revise any forward-looking statements, whether as a result of new information, future developments or otherwise. ![img-60.jpeg](img-60.jpeg) ![img-61.jpeg](img-61.jpeg) Printed on material from well-managed, FSC™ certified forests and other controlled sources. 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Designed and produced by **emperor** Visit us at **emperor.works** Strategic Report Governance Financial Statements 139 --- **Motorpoint Group Plc** Champion House Stephensons Way Derby DE21 6LY www.motorpoint.co.uk