![]() ![]() # To put high-performance,low-cost, general-purposecomputing platformsin the hands of peopleandorganisations all # overthe world. #### Our mission ![]() $259.5m revenue 7.0m unit volume $63.2m gross profit $16.3m profit before tax $37.2m adjusted EBITDA\* 6.2¢ diluted EPS $45.8m cash #### Highlights 1 Raspberry Pi Holdings plc Annual Report and Accounts 2024 Strategic report – Governance – Financial statements Inside this report: Strategic report IFC Our mission 1 Highlights 2 Understanding Raspberry Pi 5 Our history 8 Chair’s statement 10 CEO’s review 12 Our markets 14 Business model 16 Case study – Transforming flight information at Heathrow 17 Growth strategy 18 Case study – Advancing industrial edge computing 19 Investment case 20 Key performance indicators 22 Case study –SECO strategic partnership 23 Section 172 24 Stakeholder engagement 26 Financial review 32 Sustainability 35 Task Force on Climate-Related Financial Disclosures (“TCFD”) 40 Streamlined Energy and Carbon Reporting (“SECR”) 41 Principal risks and uncertainties 51 Going concern and viability statement $259.5m $265.8m $187.9m 2024 2023 2022 7.0m 7.4m 6.1m 2024 2023 2022 $63.2m $66.0m $42.3m 2024 2023 2022 $16.3m $38.2m $20.0m 2024 2023 2022 $37.2m $43.8m $26.4m 2024 2023 2022 6.2¢ 17.8¢ — 2024 2023 2022 $45.8m $42.2m $32.8m 2024 2023 2022 Governance 53 Chair’s introduction to governance 54 Board of Directors 56 Senior Management Team 58 Corporate governance report 62 Audit and Risk Committee report 67 Nomination Committee report 70 Remuneration Committee report 72 Directors’ remuneration report 90 Directors’ report 93 Statement of Directors’ responsibilities Financial statements 95 Independent auditor’s report 106 Consolidated statement of comprehensive income 107 Consolidated statement of financialposition 108 Consolidated statement of changes inequity 109 Consolidated statement of cash flows 110 Notes to the consolidated financialstatements 134 Company balance sheet 134 Company statement of changes inequity 135 Notes to the Company financial statements 138 Company information and contact details The comparative figures align with Raspberry Pi Ltd’s annual accounts. Refer to Note 2 for further details on the Groupreorganisation. \*  As defined in Note 29, financial measures or metrics used in this report that are not defined by IFRS are alternative performance measures (“APMs”). The Group uses such measures for performance analysis because they provide additional useful information on the performance and position of the Group. Since the Group defines its own APMs, these might not be comparable to other companies’ APMs. These measures are not intended to be a substitute for orsuperior to IFRS measurements. ![]() ## High-performance, low-cost ## computing platforms We are a pioneering designer of high-performance single board computers (“SBCs”), compute modules and semiconductors. Our products are used in industrial andembedded applications, and by enthusiasts and educators. 68.0m units of SBCs and Compute Modules sold since 2012\* 7.0m units sold in 2024 63.5m units of boards and accessories manufactured in UK ### Our hardware Our product portfolio comprises SBCs,compute modules, accessories and semiconductors. SBCs: We design versatile SBCs for consumers and commercial users, priced from$4to $120. Our SBCs provide industry‑standard interfaces, includingUSB, Ethernet, HDMI, PCIExpress, Wi-Fi and Bluetooth, alongside a custom general-purpose input/output (“GPIO”) interface used toconnect to the physical world. Compute modules: We design compute modules for commercial users, priced from $25 to $135. Compute modules package the core electronics of a Raspberry Pi SBC in aform factor that can be more easily embedded into our customers’ own product designs. Accessories: To complement our SBCs and compute modules, we design or source a variety ofbranded accessories, including cameras, touchscreen displays, cases, keyboards, audio products, power supplies and cables. Semiconductors: We use our RP2040 and RP2350 microcontrollers, and RP1I/O controller, in our own SBC andcompute module products. RP2040 and RP2350 are also sold tothird parties. ### Our software We develop the firmware and kernel components that ensure reliable operation of our products, alongside our powerful, highly optimised operating system, Raspberry Pi OS. This comprehensive software suite is provided to our customers free of charge. We launched Raspberry Pi Connect, ourinnovative IoTconnectivity platform, in2024. RaspberryPi Connect is free-to-use for ourenthusiast andeducational customers; apaidtier, Raspberry Pi Connect for Organisations, isavailable to our industrial and embedded customers. ### Custom products We also design and deliver tailored hardwareand software solutions for strategic OEM customers, enabling them toleverage our engineering expertise intheirspecialised applications. #### Understanding Raspberry Pi 2 Raspberry Pi Holdings plc Annual Report and Accounts 2024 Strategic report – Governance – Financial statements \* Units sold through to March 2025. ![]() ### Our global presence Units by destination #### Raspberry Pi productsare available in75countries. Image: Raspberry Pi at Embedded World 2025 inNuremberg, Germany. #### Understanding Raspberry Pi continued 3 Raspberry Pi Holdings plc Annual Report and Accounts 2024 Strategic report – Governance – Financial statements ### Embedding success:Why OEMs build on Raspberry Pi Our broad portfolio of OEM customers illustrates the compelling advantages that Raspberry Pi technology brings toembedded applications across multiple industries. Longevity Raspberry Pi SBCs and compute modules benefit from a ten-year availability guarantee at launch. We commit to continued support ofevery generation of Raspberry Pi hardware in future versions of Raspberry Pi OS. Customers can haveconfidence that they will benefit from functional and security updates forthe productionlifetime of their ownproducts. Security A comprehensive set of software tools and hardware security primitives empowers design engineers to mitigate common threats toIoT applications. Security features include secure boot,fulldiskencryption, and ArmTrustZone infrastructure inourlatest microcontrollers. Cost An industry-leading price/performance ratio, underpinned by the significant structural cost advantages of RaspberryPi’s proprietary technology. Ease of use Plug-and-play simplicity backed byarichecosystem of tools andextensive community support. Customers can accelerate product introduction with our streamlined development flow, from prototyping withSBCs, to production with compute module products, to customised products at the highest volume levels. Documentation Access tocomprehensive, high-quality documentation, written by engineers for engineers. Design-support programs Raspberry Pi Approved Design Partners, and in-house application engineering and compliance teams assist OEMs in bringing their products to market. Designed in Cambridge and principally manufactured in the UK Superior engineering quality, with products manufactured under the moststringent UK standards, ensuring exceptional reliability and performance. ¢ Europe 39% (2023: 39%) ¢ North America 29% (2023: 26%) ¢ Asia 29% (2023: 29%) ¢ Rest of the world 3% (2023:6%) ![]() ### Our markets The industrial and embedded (“I&E”)market The enthusiast and education (“E&E”)market The semiconductor market c.70% of our SBC and compute module unit sales c.30% of our SBC and compute module unit sales 14.9m semiconductor units sold Raspberry Pi products have seen extensive adoption in a widerange of industrial and embedded applications, including electric vehicle charging, elevators, moving walkways, industrial control and automation, sports performance tracking, digital signage, smart buildings and energy management. The first Raspberry Pi SBC, launched in 2012, wasprimarily intended for use ineducation butwas enthusiastically embraced by computer and electronics enthusiasts, creating a thrivingcommunity. This remains both a significant market in its ownright and a valuable way of reaching design engineers, who often take our platform with theminto their professionallives. Microcontrollers are the world's most ubiquitous computing platform. Our RP2040 and RP2350 microcontrollers power our Raspberry Pi Pico 1 and Pico 2 devices. Theyare also available to third parties, who use them in deeply embedded computing applications. Sales of these products achieved remarkable growth of 84% between 2023 and 2024, demonstrating strong market traction. What matters to them These customers value our products’ high performance, rich feature set, outstanding reliability, and low unit cost; our long-term availability and support commitments; our stable, secure software stack;our extensive ecosystem of independent software and hardware vendors; and our application engineering services and design support programs. What matters to them Enthusiasts are passionate about innovation, and wish to see regular product releases incorporating thelatest technology. They value collateral that makes those products easy to understand and use; active engagement with our organisation; and the sense of belonging to a large and vibrantcommunity. What matters to them Our third-party semiconductor customers recognisethe technical elegance of our designs; ourcomprehensive documentation; and our price/ performance advantage over incumbent vendors in the 32-bit microcontroller space. #### Understanding Raspberry Pi continued 4 Raspberry Pi Holdings plc Annual Report and Accounts 2024 Strategic report – Governance – Financial statements “Over 16 years ago, in theautumn of 2008, a handfulofusset off on this journeytogether. We were driven by ashared realisation thatsomething had gone badlywrong in young people’sinteraction with technology; ## ashared conviction that weshould do something about it;and the beginnings of a sharedidea of what that something ## might be. In the years since, we’ve accomplished amazing things, as a Company, as a Foundation, and as a broader movement. We’ve designed printed circuit boards; written software; taped out chips; inspired learners; and seen our products taken to space, to the bottom of the ocean, and tothe ends of the Earth. Notonly do Raspberry Pi products enable people of all ages to explore computing, butthey also enable professional engineers and businesses at every scale to build solutions that were impossible not long ago. It’s been a remarkable journey so far, and there’s a lot more road ahead of us than there is behind.” Dr Eben Upton CBE FREng Chief Executive Officer and Founder #### Our history 5 Raspberry Pi Holdings plc Annual Report and Accounts 2024 Strategic report – Governance – Financial statements ![]() #### Our history continued 6 Raspberry Pi Holdings plc Annual Report and Accounts 2024 Strategic report – Governance – Financial statements The Raspberry Pi Foundation wascreated as a UK charity to promote interest in computer science among young people. After four years of development, the first Raspberry Pi SBC – Raspberry Pi 1 Model B – launched in 2012 to extraordinary demand, with; tens of thousands of units sold on the first day. The Foundation incorporated a wholly owned subsidiary, Raspberry Pi Ltd, which would takeresponsibility for the design and commercialisation of Raspberry Pi computers and associated technologies. Contract electronic manufacturing began at the Sony UK Technology Centre, in Pencoed, South Wales. Early success in the enthusiast market led directly to the first uses of Raspberry Pi SBCs in industrial and embedded applications. We embarked on substantial investments to enhance the Raspberry Pi software stack, and worked with our supplier Broadcom to develop a new more powerful silicon device, which would go on to power our Raspberry Pi 2 SBC in 2015. We rationalised the form factor ofour SBC product to incorporate additional interfacing capabilities. To better support our growing embedded customer base, we repackaged the core functionality of the Raspberry Pi 1 SBC into Compute Module 1, acompact board better suited forintegration into third-party products. Our first direct distribution product, the $5 Raspberry Pi Zero SBC, wasreleased. Raspberry Pi Press was launched, producing Raspberry Pi-related books and magazines for enthusiasts. We began to design proprietary semiconductor intellectual property and devices, initially for use in our own SBCs and compute modules. The Powered by Raspberry Pi programme was launched to allow ourembedded customers toadvertise their use of RaspberryPitechnology. 10 millionth Raspberry Pi sold ![]() #### Our history continued 7 Raspberry Pi Holdings plc Annual Report and Accounts 2024 Strategic report – Governance – Financial statements We released Compute Module 3, with ten times theCPU performance of the 2014 original, accelerating adoption in the embeddedmarket. Compute Modules 3+ and 4 followed, in 2018 and 2020. We launched the Raspberry Pi Approved Reseller programme to expand our geographic reach and regulate the customer experience. In 2019, we released Raspberry Pi 4, delivering a step change in performance, and fulfilling our founding goal of providing a true PC‑class user experience from$35. We raised a $45.0 million equity investment, with proceeds used to support our transition towards the direct distribution model. Ourfirst semiconductor product, theRP2040 microcontroller, and the $4 Raspberry Pi Pico which uses it, werelaunched. Direct distribution sales exceeded licensee channel sales for the first time. We launched Raspberry Pi 5, the first SBC to use our proprietary RP1 I/O controller. We raised a further $15.0 million equity investment from Sony andArm, accompanied by thesale of $15.0 million of the Foundation’s shareholding. The successful Admission of the Company totheMain Market of the London Stock Exchange represented amajor milestone in the Group’s evolution. Theprimary offering raised$40.0million for the Group withthesecondary offering raising$180.0million for theFoundation and$7.6 million forlong-serving employees. The Foundation remains the Company’s largest shareholder witha46.7% shareholding. A record 22 new Raspberry Pi products were launched in 2024 – 50% more than in any previous year. ![]() I am pleased to present Raspberry Pi Holdings plc’s first Annual Report since joining the Main Market of the London StockExchange. I am fortunate to have been part of the Raspberry Pi journey since 2019, working with the team as it has pursued its mission toput high-performance, low-cost, general- purpose computing platforms in the hands of people and organisations all over the world. I joined at a pivotal moment, as the adoption of Raspberry Pi technology in the industrial and embedded market began to accelerate, driven in large part by enthusiasts who often take our products into their professional lives. This connection between our two markets remains critical to Raspberry Pi’s success and is underpinned by exceptional brand awareness and a loyal community of millions of users. The IPO was both a highlight and a watershed moment for the Company, and wewere delighted with the reception we received, attracting investment from industry partners, financial institutions, members of the highly engaged Raspberry Pi community, and the wider public. The IPO raised a total of£178.9 million (c.$225.0 million), including £31.4million ($40.0 million) ofnew money, supporting our continuing and long-term commitment to product innovation, and allowing us to build further resilience in our supply chain. The largest Raspberry Pi Holdings shareholder, both before and after the IPO, isthe Raspberry Pi Foundation, a UK headquartered charity. The IPO made a majorcontribution to the long-term financial security of the Foundation, and I pay particular credit to the Company’s founders and to the Foundation’s CEO, Philip Colligan for making thispossible. 2024 performance The Company delivered financial performance for 2024 that met market expectations. The year began with the final stages of the market’s recovery from availability issues associated with the global semiconductor supply chain crisis, which drove robust sales and strong unit economics in the first quarter. This was followed by an industry-wide inventory correction which we successfully navigated through the latter part of the year. The year saw the most intense period of new product introduction activity in our history, with over twenty launches, including both variants of existing products and well-received new core products and accessories. We saw two successful major platform transitions, inRaspberry Pi 5 and Raspberry Pi Pico 2, which we expect to support our growth over the coming years. Corporate governance Becoming a quoted company brought additional focus to our governance systems, which we welcome. The Board is committed to strengthening our processes and policies, and to promoting the high standards of corporate governance that will support Raspberry Pi’s growth and financial performance. #### Chair’s statement 8 Raspberry Pi Holdings plc Annual Report and Accounts 2024 Strategic report – Governance – Financial statements Corporate governance continued Raspberry Pi joined the LSE’s Main Market with a well-established and exceptionally strong Board. Our members collectively possess a broad spectrum of industry, financial, public company and ESG experience, together with an abundance of the skills needed by a quoted company. At the time of the IPO, we complied withthe UK Corporate Governance Code regarding the composition of the Board and Board Committees and the independence ofBoard members. Since the IPO, we have continued to improve routines and governance structures to optimise the effectiveness of the Board. I am very pleased with how the Board is performing, providing the necessary oversight, with members constructively challenging the business and supporting the management team as they continue to build the business and execute the Company’s growth strategy. More details of the workings of the Board and the Board Committees and the changes we have made can be found in the Corporate Governance Report on page 58. Developing our ESG strategy Raspberry Pi began its life with a strong social purpose to support computer science education at home and in schools and to lead the world in delivering computing platforms with the smallest resource footprint. As a result, we have strong environmental and social credentials, resting on three keypillars: the educational work of our shareholder, the Raspberry Pi Foundation; theenvironmental benefits derived from thedeployment of Raspberry Pi systems; andthe capabilities weoffer to smaller entrepreneurial OEMs, who would otherwisestruggle to access cost-effective computing systems on which tobuild their innovative products. Raspberry Pi was awarded the London Stock Exchange’s Green Economy Mark on Admission in recognition of the substantial energy efficiency benefits of our computers. We continue toreduce both the carbon footprint of our operations, and the energy consumption of our products. We recognise that as a public company we face increased expectations around our ESG reporting, and how we consider and mitigate the risks that would impact the long-term viability of the business from strategic, commercial and climate perspectives. In2025, we will review our sustainability strategy to meet these expectations, guided by the key concerns of our stakeholders. For the first time this year, we report under the Task Force on Climate-Related Financial Disclosures (“TCFD”) framework. Our culture, employees andpartners The Board recognises the importance of maintaining Raspberry Pi’s unique culture as the business scales. We are fortunate to have built an exceptional team, both from an engineering and a commercial perspective, with deep experience, a wide range of capabilities, and an entrepreneurial mindset. We have an outstanding record for staff retention, underpinned by stimulating work and a low-frustration environment — qualities the Board is committed to protecting and promoting to ensure our future success. I want to take this opportunity to thank ourteam for their hard work and dedication inwhat was an exceptionally busy year. Having made significant investments in commercial and engineering headcount in 2023, we now have the capacity in place to drive further sales growth and to deliver the next generation of the Raspberry Pi platform. My thanks also to our partners, whose distributed efforts enable us to understand our customers, find new opportunities, and confront new challenges. Together, we will respond to customer needs and develop the products that will drive our future success. Martin Hellawell Independent Non-Executive Chair 1April 2025 #### Chair’s statement continued 9 Raspberry Pi Holdings plc Annual Report and Accounts 2024 Strategic report – Governance – Financial statements “The IPO was a highlight of the ## year and we were delighted with the reception we received, ## with investment from industry partners, financial institutions, ## the Raspberry Pi community ## and the wider public.” ![]() Business review 2024 was a remarkable year for Raspberry Pi. Following the successful launch of RaspberryPi 5 in late 2023, we released asuite of derived products, together with newproduct variants, accessories and peripherals. These included Compute Module5, Raspberry Pi Pico 2, and our firstAIaccelerator products. We continued to build our sales capacity, increasing investment in marketing headcount and trade event participation, growing our Approved Reseller network in underserved markets and working with our Approved Design Partners to better support OEMs. Tosupport a higher rate ofnew product development, we made selective hires in ourengineering teams and accelerated ourgraduate recruitment efforts. The IPO was ahugely exciting time for theteam at Raspberry Pi, offering opportunities for in-depth discussions with investors, many ofwhom were already familiar with the business and some of whom were enthusiasts themselves. Wewere delighted with the reception we received. With $40.0 million of new money raised, on top of the $60.0 million raised between 2021 and 2023, we securedfunds required to develop the next iterations of our core technology platforms. On a personal note, I am proud that the IPOenabled our major shareholder, theRaspberry Pi Foundation, to raise $180.0million – supporting its work in curriculum development, teacher training, non-formal learning, and research. I am fortunate to be supported by an exceptional executive team, whokept the business on track during this exciting time. Since the IPO we have focused on releasing new products, and on buildingout our direct relationships with new and existing OEM customers, while continuing to invest in the development ofour supplier and distributor channel partnerships topromote our long- term commercial success. Financial performance Our full year performance was consistent with market expectations, with a gross profit of $63.2 million (2023: $66.0 million), a gross margin of 24.4% (2023: 24.8%), and adjusted EBITDA of $37.2 million (2023: $43.8 million). I am very pleased with this result, which wasachieved in the context of an industry-wide inventory correction, and in theaftermath of the global semiconductor supply chain crisis. Performance in the second half of the year was strongly supported by new product introduction, andby acontinued focus on costdiscipline. Product sales and development In 2024, Raspberry Pi sold 7.0 million SBCs and compute modules (2023: 7.4 million), atemporary adjustment which we attribute to the inventory correction. During the year, we released the 2GB variant of our flagship Raspberry Pi 5SBC, along withtwo derivative products: Compute Module 5, intended for use in the embedded market; and Raspberry Pi 500, aimed primarily at our enthusiast and education customers. #### CEO’s review 10 Raspberry Pi Holdings plc Annual Report and Accounts 2024 Strategic report – Governance – Financial statements Product sales and development continued Our second-generation microcontroller, RP2350, debuted on the $5 Raspberry Pi Pico2 SBC, and on numerous partner products (including the electronic badge forthe 32 nd DEF CON security conference) inAugust 2024. Compared to its predecessor RP2040, RP2350 offers twicethe memory, more powerful Arm cores,upgraded interfacing capabilities, newlow-power states, and advanced security features, at a similar price point and in a similar footprint. In total, we sold 5.7 million microcontroller units (2023:3.1 million units) including 1.3million units (2023: 0.7 million units) for production in Pico boards. In 2025 wemay, forthe first time, sell more microcontroller units than SBCs and compute modules combined. Over the coming years, our semiconductor business will grow in strategic importance, both in its own right, and as an enabler for our SBC and compute module business, where it will support us in delivering differentiated performance and functionality, enhance unit economics and help to mitigate potential supply chain risks. In the second half, we released a succession ofaccessory products. These included storage solutions sourced from trusted partners; a second-generation 7” touchscreen display; and, just in time for Christmas, the Raspberry Pi Monitor, which together with Raspberry Pi 500 allows us to offer a complete Raspberry Pi desktop computer from just $200. A new range of AI products –the AI Kit, AI Camera and AI HAT+ – adds support for accelerated inference to machinevision applications onRaspberryPi. In May, we released a beta version of our Raspberry Pi Connect platform, which provides remote access to Raspberry Pi devices in the field. Free at launch to our enthusiastcustomers, Connect rapidly reached aninstalled base of over 100,000devices. Raspberry Pi Connect for Organisations, a paid tier of the platform targeted at our industrial and embedded customers, was released in December, and saw its first paying subscribers in Q1 of2025. In November, we announced a strategic partnership with SECO to bring to market a new Human-Machine Interface product based on Raspberry Pi Compute Module 5, and to explore opportunities for other industrial applications, including energy management, smart buildings, healthcare and industrial automation. Sales channel In 2024, we sold 70% of units (2023: 82%) through ourdirect-to-reseller and direct-to-OEM channels, with the remainder sold by our licensee, Premier Farnell. Thisreflects our licensee’s return to ex-stock availability, and represents a return to the desired balance between our direct and licensee channels. Having temporarily halted the expansion of our Approved Reseller network during the semiconductor supply chain crisis, we added a further 13 Approved Resellers in the year, targeting underserved geographies and market segments. Looking ahead We continue to build a world-class technology company, with deep moatsagainst competition and commoditisation, and to invest in the long-term future of our technology roadmap and distribution channel. We expect demand for our products to continue to improve through the year, fromthesubdued level of mid-2024. Looking further out, we are highly optimistic that ourdirect-to-OEM strategy will generate significant incremental sales volume in 2026 and beyond. Dr Eben Upton CBE FREng Chief Executive Officer and Founder 1April 2025 #### CEO’s review continued 11 Raspberry Pi Holdings plc Annual Report and Accounts 2024 Strategic report – Governance – Financial statements “We continue to build a world- ## class technology company, with ## deep moats against competition and commoditisation, and to invest in the long-term future of our technology roadmap and ## distribution channel.” ![]() #### We empower ourcustomers at all stagesoftheir journey withRaspberry Pi, from usageby individual students andenthusiasts,throughprototypingtoscaled manufactureofOEM products.Today, we operate inthreedistinct markets: #### industrial and embedded,education and enthusiast,andsemiconductors. Market Key facts Customer value proposition Link to our strategy #### Industrialandembedded$16.3 billion total market value in 2023 1 comprising: #### $12.8 billion SBC market with a CAGR of 10% to$17.0billion by 2027 #### $3.5 billion modular computing market with a CAGR of12%to $4.9 billion by 2027 • High performance and rich features • Physical robustness and reliability • Low unit cost • Long-term availability and support • Stable, secure software stack • Ecosystem of independent software and hardware vendors • Application engineering services and design support programs • Grow unit sales • Grow grossprofit per unit • Grow gross profit participation #### Enthusiastandeducation #### $4.9 billion addressable market 2 in 2021 derived from: #### $29.0 billion global maker market #### $6.8 billion global STEM kit market • Innovation in the form of frequent product releases • Access to the latest technology • Comprehensive printed and online collateral • Active engagement with our organisation • Sense of belonging • Grow unit sales • Next-generation platform development • Prioritise the acquisition of engineering talent #### Semiconductors $25.2 billion microcontroller market in 2024 3 , of which: #### $15.3 billion market for 32-bit and above microcontrollers with a CAGR of 13.5% to $22.4 billion by 2027 #### $9.9 billion market for 4/8/16-bit microcontrollers with a CAGR of 8.0% to $12.4 billion by 2027 • Technically elegant 32-bit designs • High performance • Low unit cost • Comprehensive documentation and other collateral • Grow unit sales • Grow gross profit per unit • Next-generation platform development #### Our markets 12 Raspberry Pi Holdings plc Annual Report and Accounts 2024 Strategic report – Governance – Financial statements 1  VDC Research Group, Inc.: “Strategic Insights 2023: IoT & Embedded Technology: Track 5: Hardware & Platforms, Topic 1: IoT, Embedded & Mobile Processors” (copyright 2023) (the “VDC Report”). 2  Source: “DIY by the numbers: Why the maker movement is here to stay”, https://atmelcorporation.wordpress.com/ tag/maker-movement statistics/, as of 2021; “MakerMarket Study: An in-depth profile of makersattheforefront of hardware innovation”, https://cdn.makezine.com/make/bootstrap/img/etc/ Maker-Market-Study.pdf, as of 2021. 3  VDC Report. ![]() Trends and opportunities #### Industrial and embedded Our SBCs, compute modules, and custom products bring intelligence to the edge of the network. Two key tailwinds support our growth in the embedded and industrial market: Industrial IoT While IoT – the deployment of intelligent, connected computing devices – first gained prominence in the consumer space, industrial applications now show stronggrowth. Key growth drivers include the availability oflow-cost edge devices like Raspberry Pi, reduced communication and data storage costs, and AI/ML advances enabling better analysis and distributed decision making. Substantial productivity gains are available from adding monitoring and control overlays to existing processes, or from designing new IoT-enabled processes. These gains justify the deployment of feature-rich devices like our flagship SBCs at the edge of the network and as gateway devices, while our lower-cost products open up opportunities for even wider deployment. AI-enabled edge computing Even as computing and storage have migrated to the cloud,security and privacy concerns and the cost and unreliability of mobile data backhaul have increased demand for high-performance edge computing. Local processing canconvert raw sensor data into compact, potentially aggregated and anonymised forms before transmission. Edge-based AI/ML capability enables intelligent, autonomous operation without network connectivity. OurCPU platforms directly support numerous lightweight AIapplications including manufacturing image processing, security cameras, robotics, occupancy sensing, and voicerecognition. More demanding workloads can leverageembedded accelerators from partners including Sony, Google, and Hailo. #### Enthusiast and education While industrial and embedded sales dominate our sales andgrowth, the enthusiast and education market remains essential to our mission. Students, educators, makers, andenthusiasts use our products for electronics projects, oras desktop computers in cost-sensitive environments. This market connects us with engineers who bring our products to professional settings and educators who inspire new generations. Four key trends support our growth: Growing support for STEM education Governments and parents recognise computing skills as essential for economic competitiveness and personal opportunity. Computer programming and electronics have gone from being niche skills to mainstream subjects and accessible hobbies. Our products are ideally positioned to meet this growing demand. The browser as the platform Web browsers are now the dominant interface and application platform, allowing Linux devices including Raspberry Pi to compete effectively with Windows and macOS, and their mature native software ecosystems. The rise of AI/ML AI and ML have become popular enablers for hobbyist and educational projects, driving demand for greater performance. Our flagship devices deliver this performance either themselves or as hosts for accelerators, while our semiconductors run TinyML frameworks efficiently. The Maker Pro movement Social media and crowdfunding platforms provide makers with access to an audience, and a business model, for theirprojects. We provide these makers with access to cutting-edge technology at a compelling price point, with nominimum order quantities, “opportunity qualification”, orother barriers to entry. #### Semiconductors Microcontrollers are the world's most ubiquitous computing platform, used in applications including consumer goods, automotive, and industrial equipment. Byselling RP2040 and RP2350 to third parties, we are capitalising on three key market trends: 8-bit to 32-bit transition Over half of current microcontroller volumes use legacy 8‑bit architectures such as PIC, AVR8, and 8051. Growing demand for enhanced functionality is driving migration to 32-bit architectures (primarily but not exclusively from Arm) for new designs. While incumbents price their 32-bit products at a premium, Raspberry Pi can disrupt this pricing model as a new market entrant. Foundry capacity effects Most microcontrollers use older (65nm+) process nodes with fixed wafer capacity; recent global shortages resulted partly from increased demand encountering these supply limitations. RP2040 and RP2350, built on TSMC's 40nm process, use wafer supply more efficiently and access a separate manufacturing capacity pool. High-mix vs low-mix Incumbents offer hundreds of product variants to segment the market and maximise margin. This high-mix product strategy creates operational complexity and supply chain vulnerability. Our low-mix strategy offers rich feature sets to all customers while obtaining operational simplicity and reducing inventory holding requirements. We are accelerating the transition to the Arm architecture in the deep-embedded space, leveraging the advantageous cost-structure of our semiconductor devices to drive 32-bit computing into areas of the market currently dominated by legacy products and architectures. #### Our markets continued 13 Raspberry Pi Holdings plc Annual Report and Accounts 2024 Strategic report – Governance – Financial statements ![]() ### Full-stackinnovation #### Raspberry Pi's unique #### vertically integrated model #### delivers exceptional #### product performance, cost #### efficiency, and supply #### chain resilience through strategic partnerships and #### in-house expertise. Our R&D capabilities span the value chain, from semiconductor IP development through finished electronic products to software engineering. This strategy is distinctive within our industry. We have established strategic relationships with world-class partners including Sony andArm, leveraging their complementary capabilities in semiconductor development, manufacturing, advanced chip design, and radio frequency and power engineering. We develop semiconductor IP currently usedin RP2040, RP2350, and RP1. Besidesincorporating this IP in our devices, on occasion we license it to suppliers toenhance their products. For example, Raspberry Pi 5 uses a Broadcom BCM2712 processor containing our video decoder and image processing IP. We create finished semiconductor devices to help power our products. Raspberry Pi Pico and Pico 2 are built around our RP2040 and RP2350 microcontrollers, while Raspberry Pi5 and its derivatives incorporate our RP1 I/O controller. We also sell our microcontrollers to third parties. Throughout the value chain, except for silicon and electronic manufacturing, which are exclusively outsourced, and SBC and compute module design, which is exclusively handled in-house, we choose between in‑house and collaborative development onacase-by-case basis. Where we choose to collaborate, we retain close control of specifications to ensure wecontinue to identify and secure optimisation benefits. Vertical integration allows us to improve performance while reducing costs and managing supply chain risks. We can designcomponents to work efficiently together, negotiate better pricing with suppliers, andreduce reliance on any single supplier. Thelast of these benefits was particularly valuable to us during the 2021-2023 semiconductor shortage. #### Business model 14 Raspberry Pi Holdings plc Annual Report and Accounts 2024 Strategic report – Governance – Financial statements Semiconductor IP development Chip design Chip manufacturing Board design Industrial design Board manufacturing Testing and compliance Software development Customer engagement ![]() ### Keycompetitive strengths #### Unrivalled brandrecognition Twelve years of producing high- performance, low-cost computers has established a strong reputation for value and quality. With millions of engaged community members and widespread industrial and embedded adoption, we have become the gold standard for Linux-based embedded computing. #### OEM customer base Our enthusiast community has driven professional adoption, with the industrial and embedded market now accounting forover 70% of unit sales. We support over 1,300 OEMs with engineering assistance, documentation, and partnership programs that facilitateproduct development and regulatory compliance. #### Seasoned, founder-ledteam An exceptional management team withover 150 years of collective experience, led by founder-CEO DrEbenUpton, fosters an innovative andpassionate culture within the business, while our Board brings significant public market expertise toguide our continued evolution. #### Superior value Our end-to-end model delivers high-performance, low-cost products with exceptional functionality. Uniquesilicon, form factor and memory density options, long-term availability guarantees and design support programs combine to create a compelling customer value proposition. #### Flexible channel model Our hybrid model combines direct sales through 100+ Approved Resellers and, increasingly, to OEMs, with a licensee channel handling manufacturing anddistribution of certain products. Thisstrategic approach optimises profit margins,manages working capital, andensures global market access across75 countries. #### Integrated softwareplatform Our platform comprises firmware, Linuxkernel, and Raspberry Pi OS, andaims to be the preferred choice for OEMs seeking a base platform for IoT development. Continued support for the earliest generations of Raspberry Pi hardware builds trust with developers. #### Business model continued 15 Raspberry Pi Holdings plc Annual Report and Accounts 2024 Strategic report – Governance – Financial statements ![]() 16 Raspberry Pi Holdings plc Annual Report and Accounts 2024 Strategic report – Governance – Financial statements ### Transformingflight informationat Heathrow A key pillar of our strategy is to grow the proportion of our products which are sold directly to OEM customers. Anongoing example is the scaled deployment of our compute module products to refresh over 3,000 Flight Information Display Systems (“FIDS”) across the Heathrow Airport estate. The brief was to replace ten-year-old systems which were approaching endof life, delivering improved performance and visual quality without increasing cost. The Heathrow FIDS team chose a Compute Module 4-powered solution from our OEM customer SHARP/NEC in a competitive tender, citing its use ofan open source operating system, its low acquisition and running costs, and long-term hardware availability andsupport. The Raspberry Pi-powered FIDS can now be found at Terminals 3 and 4, with further roll-out to come across Terminals 2 and 5. The outstanding success of this engagement is already generating other opportunities for SHARP/NEC, including upgrading theHeathrow Baggage Information DisplaySystems and bid submissions to other airports. 3,000+ Flight Information Display Systems (“FIDS”) to be powered by Raspberry Pi # SHARP/NEC OEM partnership Image: Sharp NEC large format display with MPi4 Kit powered by Raspberry Pi CM 4S and an arrivals hall at Heathrow. ![]() Our growth strategy is built onthree keypillars: growing unit sales, growing unit gross profit, and growing gross profit participation. #### Grow unit sales We operate in large and rapidly growing markets and will drive unit sales growth by: (i) enhancing the performance and feature sets of our products; (ii) investing in our in-house sales function; and (iii) building out our industrial and embedded channel. #### Grow unit gross profit (i) In the near to medium term, we will seek to grow our unit gross profit per product type by introducing product variants that better serve our customers’ needs and can be offered at higher average selling prices. (ii) In the longer term, we intend to use our own semiconductors more extensively in our platforms, improving their functionality and internalising margins that would otherwise go to third-party vendors. #### Grow gross profit participation We intend to grow our gross profit participation by: (i) maintaining our focus on the direct distribution channel; (ii) transitioning towards more direct-to-OEM sales; and (iii) expanding our custom products business. Next generation platformdevelopment To retain our leadership position inour markets, and secure future growth, we must continue to developnext generation technology platforms that embody our brand values of performance, price, qualityand ease of use. Prioritise the acquisition ofengineering talent We are confident that our talent acquisition strategy will sustain the engineering team’s growth and support future scaling ambitions. What we achieved in 2024 70% of sales through our direct distribution channel (2023: 82%) 22 product releases (2023: 6) 117 Approved Reseller partners (2023:104) +6% increase in the number of employees to 132, with a near 100% retention rate #### Growth strategy 17 Raspberry Pi Holdings plc Annual Report and Accounts 2024 Strategic report – Governance – Financial statements ![]() ### Advancing industrialedge computing With the release of Raspberry Pi Compute Module 5 in 2024, KUNBUS has extended itsRevolution Pi serieswith RevPi Connect 5. An ideal foundation formodern industrial edge computing applications, RevPi Connect 5 efficiently handles demanding industrial tasks such as real-time process control, data acquisition and machine learning. Offering reliable 24/7 operation at an affordable price point, RevPi Connect 5 is a compelling choice for industrial automation and industrial IoT (“IIoT”) applications. KUNBUS’s Revolution Pi series provides industrial- standard real-time control and data transmission andoffers expansion modules and networking capabilities to connect to a wide variety of industrial equipment. The base module runs on an industrially hardened version of Raspberry Pi OS, and both software and hardware reflect an open-source ethos, allowing industrial users to fully understand and customise their systems. Combining established automation software with Revolution Pi’s hardware creates apowerful and flexible platform for industrial automation, bridging the gap between traditional PLC\* programming and modern IoT architectures. This latest addition to the Revolution Pi series strengthens a successful relationship that started in2016 when KUNBUS developed its first industrial- grade computer using Raspberry Pi’s Compute Module1. With a growing range of configuration options, KUNBUS is providing increasingly specific andtailored solutions for its customers’ requirements. \*  Programmable Logic Controller (“PLC”) – a specialised small, modular and often panel-mounted computer customised for performing particular tasks and designed to control and automate industrial processes and machinery. Unlike general-purpose computers, PLCs are tailored for reliability, ruggedness and real-time control. 18 Raspberry Pi Holdings plc Annual Report and Accounts 2024 Strategic report – Governance – Financial statements # KUNBUS GmbH OEM partnership Image: RevPi Connect 5 base module with a maximum configuration of ten expansion modules. ![]() Over the years, we have refined Raspberry Pi’s value proposition across hardware, software and community, developing distinctive strengths and strategies. These qualities set us apart in our markets and position us #### todrive continued growth. #### High barriers #### to entry De-risking of #### long-term growth Extensive product range and #### established customer base Deep moats: A 12-year investment in hardware, software, and collateral, complemented by network effects in a worldwide community of millions of followers. Vertical integration: End-to-end capabilities, spanning the value chain from the design of silicon IP, through hardware and software development, to application engineering and community management. Large and growing markets: $21 billion total addressable market for industrial, embedded, enthusiast and educationalcomputing. Strategic partnerships: Technology partners, including shareholders Armand Sony, help anchor an ambitious product development roadmap. Broad product catalogue: Frequent new hardware releases, backed by long-term availability and supportcommitments. Diversified channel and customer base: Over67million units shipped since launch, long-standing value-added licensee, 100+resellers covering 75countries, and 1,300+ active OEM relationships. See page 14 for more information See page 12 for more information See page 2 for more information #### Growing design wins #### withOEMs Ambitious team and #### entrepreneurial mindset #### Strong ESG #### credentials Enthusiasts as advocates: Worldwide following amongst professional design engineers driving widespread adoption by OEMs. Investing in go-to-market: Expanding global network of Approved Resellers, with increasing investment in and focus onOEM relationships. Enhanced public profile from IPO is opening doors at potential OEM customers. A culture of innovation: Raspberry Pi has builtitsunique culture by identifying the best engineers, and creating an environment in which they can do their best work. Focus on developing our teams: Engineers account for c.50% of employees, and c.80% of staff hold shares or options. Raspberry Pi has a high retention rate and a focus on hiring and developing the best graduates. Smallest resource footprint: Raspberry Pi computers are more efficient to manufacture, and consume at least 85% less power than legacy desktop PCs. Commercial ambition and social mission align: Democratising access to technology through theprovision of high-performance, low-cost general‑purpose computing platforms. See page 3 for more information See page 24 for more information See page 32 for more information #### Investment case 19 Raspberry Pi Holdings plc Annual Report and Accounts 2024 Strategic report – Governance – Financial statements ![]() Summary of key performance indicators Raspberry Pi’s management and Board regularly reviewmetrics, including the following KPIs, to assessits performance, identify trends, develop financial projections and make strategic decisions. The following section shows the key financial and non-financial metrics used in the assessment. Financial KPIs Unit sales of Raspberry Pi single board computers and microcontrollers Million units 2024 2023 % change Unit sales in direct channel 4.9 6.1 (19.7%) Unit sales through licensees 2.1 1.3 61.5% Total unit sales 7.0 7.4 (5.4%) Direct sales share of total 70% 82% (15.1%) Licensee share of total 30% 18% 70.8% Microcontroller unit sales 5.7 3.1 83.9% Management considers the total number of units sold as a useful indicator of its engagement with users of its products as well as being a driver of the earnings of the business. Units include SBCs (Raspberry Pi 1–5, Raspberry Pi Zero and Raspberry Pi Pico) and compute modules. Microcontroller unit sales include those incorporated in other Raspberry Pi products such asPico and Pico W boards. Microcontroller chip sales not for use in Raspberry Pi products increased from 2.4 million units in 2023 to 4.4 million units in 2024, an increase of 83%. Total partnership revenue $ million 2024 2023 % change Total partnership revenue 346 324 6.8% Total partnership revenue is a non-IFRS measure, being the sum of the manufacturer recommended prices of all the products sold, both through the direct channel and through the licensee channel. Itisused by management to measure the total size of the Raspberry Pi ecosystem. In 2024, total partnership revenue increased by 7% due to a modest increase in average selling price (“ASP”) of SBCs and compute modules, and an increase in accessory sales. ASP per board $ per board 2024 2023 % change Single board computers 43.3 40.6 6.6% Average selling price is a non-IFRS measure, being the weighted average of the manufacturer’s recommended retail price of all the SBCs and compute modules sold. The measure provides auseful indicator of the mix of boards sold by the Group and is licensee and the delivery ofastrategic objective of increasing the gross profit earned by increasing the value of the product. The increase in sales of Raspberry Pi 5 contributed to ASP growth in 2024, offset byincreased sales of lower ASP Raspberry Pi Zero and Raspberry Pi Pico products. Gross profit per board $ per board 2024 2023 % change Single board computers and computemodules 7.4 8.6 (14.0%) Accessory profit per board 1.2 0.6 100.0% The $ values per board are rounded to 1 decimal place while the % changes have been calculated based on more precise data; hence, the % changes do not reconcile exactly in thistable. Gross profit per board is a non-IFRS measure, being the gross profit and royalties of all SBCs and compute modules divided by the number of SBCs and compute modules sold. The unit gross profit in the year declined as a result of expected higher costs for the first two million Raspberry Pi 5 processor chips together lower margin on the royalty boards. Accessory profit per board is the total of gross profit and royalties earned from accessories divided by the total number of SBCs and compute modules sold. There was an increase in accessory sales due to Raspberry Pi 5 accessory sales, and the launch of new accessory products, primarily in the second half of 2024. #### Key performance indicators 20 Raspberry Pi Holdings plc Annual Report and Accounts 2024 Strategic report – Governance – Financial statements ![]() Summary of key performance indicators continued Increase in engineering and total headcount Year-on -year % change 2024 2023 Engineering 16% 20% Total headcount\* 6% 10% \* Headcount is the number in place at the end of the year rather than the average number of heads reported in the financial statements. The figures also exclude Non-Executive Directors and staff who work in the retail store and areonvariable hours. The development of the business is dependent upon the recruitment and retention of high‑quality engineers who develop new products. In 2024 a further nine engineers joined theGroup (2023: seven). Total headcount increased by 6%. In addition to engineers we havealsorecruited three colleagues to our sales and product management team. Non-financial KPIs Number of product releases Units 2024 2023 % change Product releases 22 6 266.7% Product releases include SBCs, compute modules, accessories and microcontrollers. The measure indicates the effectiveness of the Group’s product design and development activities. Number of Approved Resellers Number as at 31 December 2024 2023 % change Approved Resellers 117 104 12.5% The number of Approved Resellers contracted to distribute Raspberry Pi products. The measure is important to management as an indicator of the coverage and capacity of the Group’s main sales channel. Engineers as a % of total employees % 2024 2023 % change Engineers 48% 44% 10.2% Engineering FTE as a percentage of total FTE. #### Key performance indicators continued 21 Raspberry Pi Holdings plc Annual Report and Accounts 2024 Strategic report – Governance – Financial statements ![]() SECO strategic partnership: ### driving innovation in industrial IoT Our compute module products deliver the power of Raspberry Pi inacompact form factor more suitable for deep-embedded applications. Ourstrategic design partnership with SECO, which wasannounced in November 2024, will bring to market a new Human‑Machine Interface (HMI) solution, the SECO Pi Vision 10.1 CM5,based on Compute Module 5 and integrating with SECO’s Clea IoTsoftware suite. The new HMI is an industrial-grade display, with built-in support for IoTand AI applications. Itsmodular design will facilitate a smooth development path fromprototype to mass production and enable streamlined, integrated and tailored designs. Key applications include industrial automation, machine interfaces, transportation and logistics, warehouse automation, public transportdisplays and smart retail, including interactive kiosks andpoint-of-sale systems. Compute Module 5 is built for these end markets and has been specifically developed and certified for reliable operation at temperatures from -25°C to +80°C with guaranteed long-term availability. SECO is integrating Raspberry Pi Connect into its AI and IoT platform Clea, enabling seamless remote access directly from Clea’s device manager. The combination of SECO and Raspberry Pi’s hardware and software capabilities will deliver this innovative offering at a compelling price point, opening upnew end markets. Premiering at Embedded World 2025, the solution demonstrates our shared commitment to innovation in the industrial IoTsector. 22 Raspberry Pi Holdings plc Annual Report and Accounts 2024 Strategic report – Governance – Financial statements Image: The SECO Pi Vision 10.1 CM5 and a production line with SECO HDMI technology. ![]() Responding to our stakeholder needs Engagement with stakeholders is a vital part of the Board’s decision making process. The Board tailors its ongoing engagement approach to each stakeholder group and considers how to balance the needs of different stakeholders. Stakeholder interests are considered within Board discussions, along with how decisions made in response to competing stakeholder interests may affect the long-term performance of the Group. The Board recognises that stakeholder priorities may change over time and due to decisions and actions taken by the Board. Section 172(1) statement In accordance with section 172(1) of the Companies Act, a director of a company must act in a way they consider, in good faith, would be most likely to promote the success of the company for the benefit ofitsmembers as a whole, and in doing so, have regard, amongst other matters to: (a) the likely consequences of any decisions 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 reputation for a high standard of business conduct; and (f) the need to act fairly as between members of the company. The following disclosure describes how the Directors of Raspberry Pi have taken account of the matters set out in section 172(1) (a)to(f) and forms the Directors’ statement required by the Companies Act 2006. The Board considers the Group’s key stakeholders to be: Employees User community Approved Resellers and licensee OEM customers Suppliers and contract manufacturers Investors We will continue to evolve our engagement activities with our stakeholders as the Group scales, formalising some aspects of how we engage, share information, elicit feedback and report on the actions and decisions taken in response to feedback. In the next section we outline what matters most to each stakeholder group, how weengage with them, and key decisions made and outcomes in 2024 in response toourengagement. #### Section 172 23 Raspberry Pi Holdings plc Annual Report and Accounts 2024 Strategic report – Governance – Financial statements ![]() Employees What matters to them Our engineering team is weighted towards senior talent who value stimulating work and a low-frustration environment. More junior employees, in contrast, value clear progression paths within our growing organisation. Our mission-driven ethos, strong innovation culture and the opportunity to work with cutting-edge technologies remain powerful drivers of recruitment and retention. How we engage Our flat management structure cultivates an entrepreneurial workplace where individual contributions are recognised. We provide competitive pay, benefits and incentives, and support professional development with financial contributions towards role-relevant tuition. With most staff based in Cambridge, the Directors maintain regular contact with employees. We host biweekly lunches, to which all staff and Directors are invited, providing an opportunity to discuss ongoing projects, raise opportunities and challenges, and highlight concerns. We distribute a weekly all-staff email and maintain comprehensive policies, including a whistleblowing policy, which employees mustacknowledge. Outcomes in 2024 In connection with the IPO, we implemented a Long-Term Incentive Plan and share option scheme, contributing to our near 100% retention rate during this period of change. In response to employee feedback, we restarted all-hands meetings in early 2025 and enhanced our well-being offerings, including subsidised yoga and support foremployee participation in sporting events, including the CambridgeHalf Marathon. +6% new staff in 2024 132 total number of employees (2023: 125) User community What matters to them Our community members are our most powerful advocates. Enthusiasts, makers, and educators are motivated by innovation, intheform of regular product releases. They seek meaningful engagement with our organisation, and greatly value belonging toaglobal movement of like-minded creators. Many community members are professional engineers who bring our technology into their workplaces, creating a bridge between the enthusiast and embedded worlds. How we engage We devote considerable effort to creating content for our community across our weekly newsletter, website, forums and social media. Ourengineering team participates directly in community discussions, providing technical insights and gathering feedback. We maintain an open-source approach to software development, encouraging community contributions. We collaborate with select content creators for product launches while maintaining strict editorial independence – never paying for coverage or controlling messaging. We also support community-organised events that extend our reach. Outcomes in 2024 The publicity around our IPO, together with a large number of newproduct releases in the second half, contributed to increased engagement in the Raspberry Pi community in 2024. By year-end, ournewsletter subscriber base grew to 218,000, while our discussion forums saw over 100,000 new posts. The r/raspberry\_pi subreddit, independently maintained by the community, surpassed 3.2 million members, demonstrating theexpanding reach of our ecosystem. 100,000 posts onourforums (2023: 100,000) 3.2 million members of the r/raspberry\_pi subreddit Approved Resellers and licensee What matters to them Our global distribution network, comprised of over 100 Approved Resellers and our licensee Premier Farnell, reaches customers in 75countries. These channel partners value product availability, an attractive margin structure, and clear guidance on pricing. They seek timely access to new product information, marketing assets, and technical training to effectively represent our brand. How we engage We offer simple and standardised commercial terms to all our Approved Resellers, and work to ensure that our products are available from stock. We specify the maximum price at which our partners may sell each product, and regulate the customer experience and their use of our brand. Each partner is assigned an account manager who is the designated point of contact for technical and commercial queries. We conduct due diligence on all potential partners to ensure our values are aligned and require that they adhere to our Code of Ethics and Supply Chain Code of Conduct, covering anti-bribery and corruption, modern slavery and export controls. Outcomes in 2024 Having successfully resolved availability issues related to the global semiconductor supply chain crisis, during the year we resumed expansion of our Approved Reseller network, targeting underserved market segments to meet our ambition of global ex-stock availability. 117 total Approved Reseller partners worldwide +13 new Approved Resellerpartners #### Stakeholder engagement 24 Raspberry Pi Holdings plc Annual Report and Accounts 2024 Strategic report – Governance – Financial statements ![]() OEM customers What matters to them Our OEM customers generally prioritise cost, subject to a product meeting their goals for functionality, performance, and reliability. They value our long‑term availability and support commitments – extending beyond 2040 for certain products – our stable, secure software stack, and our third-party software and hardware ecosystem. OEMs who lack expertise in electronic engineering benefit from the availability of application engineering services, and from design support programs, including the Integrator Programme for regulatory compliance, and the Approved Design Partner network. How we engage We maintain both direct and channel-mediated relationships with OEMs across multiple sectors and scales – from global corporations to innovative start-ups. We have expanded our presence at key industry exhibitions including Embedded World (in both Germany and China) and GITEX Africa to showcase our capabilities. Our IPO has increased our visibility, resulting in opportunities for high-quality directinteraction withpotential OEM partners. We provide technical collateral, dedicated engineering support, and access to our Product Information Portal forcompliance documentation and engineering change management. Outcomes in 2024 While the number of OEMs generating over $250,000 in direct revenue decreased to 18 (2023: 24), total revenue from these strategic relationships increased by 32% year-on-year. Based on our promising pipeline of embedded opportunities, we anticipate growth in both the number of significant direct OEM relationships and average order value. A highlight ofthe year was establishing a strategic partnership with SECO around HMIproducts, demonstrating our commitment to deeper industrial collaborations. Our compute modules, particularly the recently launched Compute Module 5, continue to gain traction among OEMs seeking turnkey embedded compute platforms. 1,300+ OEM customers 18 direct-to-OEM customers witha minimum of $250,000 SBC and compute module spend each year (2023: 24) Suppliers and contract manufacturers What matters to them Our suppliers value long-term demand visibility, predictable order flow, and transparent communication. They seek sustainable relationships to allow them to confidently invest in equipment and personnel. Earlyaccess to our development process helps them to optimise manufacturing and manage their own planning. They value fair commercial terms, respect for IP and quality standards, and our willingness to co-invest in the non-recurring costs of developing newproducts. How we engage We maintain strategic partnerships with our key suppliers through regular executive meetings and planning sessions. Our procurement team conducts supplier reviews to align on forecasts, cost and quality metrics, progress against our ESG goals, and other continuous improvement initiatives. We share rolling forecasts and product roadmaps under confidentiality agreements. Critical suppliers are invited to attend our annual Partner Event for in-person discussions. Outcomes in 2024 During the year we continued to strengthen our supply-chain resilience through deeper interaction with suppliers. We worked with TSMC and Unisem to secure the launch of our RP2350 microcontroller, and with Sony to complete the ramp of Raspberry Pi 5, and to support new product introduction in the second half. We established new strategic relationships with Hailo for AI silicon and with Longsys and Biwin for storage products, while reengaging with Inelco Hunter for displays. We continue to improve our inventory management practices, andtoprioritise long-term supply of critical logic and memory components with the aim of mitigating market volatility and ensuringmanufacturing continuity. 31 key suppliers 3 contract manufacturers Investors What matters to them Our investors value transparent communication about our strategic direction and financial performance. The Raspberry Pi Foundation, our principal shareholder, brings a distinctive charitable focus, which we address through our Low-Cost Computing Commitment. We maintain significant commercial relationships with two key shareholders – ArmandSony – whose interests are closely aligned with ours. Allshareholders anticipate sustainable share price growth while understanding our current strategy of reinvesting profits to fuel expansion. We value open dialogue and actively seek feedback to strengthen our governance practices and address investor concerns. How we engage We are enhancing our investor relations approach with expert guidance. Beyond mandatory disclosures, we are implementing a structured engagement calendar aligned with our financial reporting cycle, featuring group presentations, individual meetings, and digital communications. Alma (our IR advisors) and our brokers (Peel Hunt and Jefferies) provide comprehensive feedback following investor interactions. We are also progressively expanding our investor relations website with additional resources and information. Outcomes in 2024 Our IPO period represented an intensive phase of investor engagement, with numerous presentations led by our CEO and CFO and engagement with strategic investors by David Gammon. The development of our prospectus and investor materials involved comprehensive input from the Board, Senior Management Team, and wider organisation, providing a valuable opportunity for reflection as we worked to articulate our value proposition for an investor audience. 48 new institutional shareholders at IPO 7,752 retail investors at IPO #### Stakeholder engagement continued 25 Raspberry Pi Holdings plc Annual Report and Accounts 2024 Strategic report – Governance – Financial statements ![]() Financial review The trading of the business as dominated by the first full year of Raspberry Pi 5 sales and the effects of the ending of the industry semiconductor shortages. Across global semiconductor supply the constraints of 2022 and 2023 were superseded by abundant supply in H2 2023 and Q1 2024. Customers and channel partners purchased the newly available products aggressively leading to strong sales for Raspberry Pi. This activity led to channel overstock in Q2 and Q3 of 2024 which weighed on our sales throughout that period. Since Q3 we have seen channel inventory steadily normalise. The Group’s listing on the London Stock Exchange in June 2024 was a significant moment inthedevelopment of the Group. The listing raised $32.4 million (net of expenses) to continue the development of products and the resilience of our supply chain. TheBoard believes that the listing should provide access to future funding support and has already helped to raise the profile of our affordable single board computers and compute modules. Overall results Sales normalised in 2024 after the 41% growth in 2023 and benefited from strong demand for Raspberry Pi 5 and accessory sales which increased due to the launch of new products. The gross profit margin of 24.4% (2023: 24.8%) was broadly flat reflecting the increased costs for Raspberry Pi 5. Adjusted EBITDA was in line with guidance and reflected the continued growth in R&D expenditure and increased administrative costs due to the additional requirements of being a public company and the full year effects of resources added in 2023. Adjusted operating profit declined due to the increase in depreciation and amortisation charges principally due to the first fullyear of amortisation of the development costs of Raspberry Pi 5. $ million 2024 2023 % change Revenue 259.5 265.8 (2%) Gross profit 63.2 66.0 (4%) Gross margin (%) 24.4% 24.8% (2%) Adjusted R&D costs (8.7) (7.6) 14% Adjusted administration costs (17.3) (14.6) 18% Adjusted EBITDA 37.2 43.8 (15%) Depreciation and amortisation (10.7) (6.2) 73% Adjusted operating profit 26.5 37.6 (30%) Employee share schemes (6.0) — (100%) Non-recurring costs (2.9) — (100%) Statutory operating profit 17.6 37.6 (53%) #### Financial review 26 Raspberry Pi Holdings plc Annual Report and Accounts 2024 Strategic report – Governance – Financial statements ![]() Basis of preparation of the financial statement These consolidated financial statements are the first full year report for Raspberry Pi Holdings plc, the newly formed Group. The prior period is presented as though the reorganisation had taken place at 1 January 2023, the start of the comparative 2023 period. For further information see Note 2 of the Consolidated Financial Statements. Unit sales of single board computers and compute modules andmicrocontrollers Total board sales volumes decreased by 5% compared to 2023 a year whose H2 benefited from the unwinding of orders which had accumulated during the semiconductor supply shortages. Nonetheless, inthe aggregate, volumes in 2024 were lower as channel participants and end customers utilised the inventory they had accumulated as soon as our products were freely available. This was exacerbated by the widely reported challenges in the industrial electronics sector in the last three quarters of 2024. In the last quarter the inventory holdings of partners returned to more normal levels and together with the launch of new products such as Compute Module 5, Raspberry Pi 500 and new accessories we saw an improvement in volumes and gross profits. Million units 2024 2023 % change Unit sales in direct channel 4.9 6.1 (20%) Unit sales through licensees 2.1 1.3 62% Total unit sales 7.0 7.4 (5%) Direct sales share of total 70% 82% Licensee share of total 30% 18% Microcontroller units 5.7 3.1 84% During the semiconductor shortage, supply to industrial customers was prioritised which resulted in a higher direct share of sales compared to historical performance. In addition tothis, 2023 direct sales included the unwinding of backorders which had accumulated duringthe shortage. As planned, the extensive participation of our licensee in the launch ofRaspberryPi 5 also increased the licensee share. Direct sales of 70% in 2024 are in line withmanagement expectations of a share of 70–80%. Microcontroller unit sales, which include those incorporated in other Raspberry Pi products such as Raspberry Pi Pico boards, increased by 84% to 5.7 million units (2023: 3.1 million units) aided by the new products RP2350 and Pico 2 and the continuing adoption of RP2040. Revenue Revenue decreased by $6.3 million, or 2%, from $265.8 million for 2023 to $259.5 million for2024. The split by category was as follows: $ million 2024 2023 % change Products 181.2 212.3 (15%) Components 61.2 43.5 41% Royalties 15.9 8.8 81% Publishing 1.2 1.2 —% 259.5 265.8 (2%) Product revenues are generated by supplying SBCs, compute modules, accessories and semiconductors directly to Approved Resellers and original equipment manufacturers (“OEMs”). Royalties are earned per unit on products that Premier Farnell has manufactured (Pi 5) or sold (Pi 4) by licensing our designs and trademarks. The decline in direct product sales largely relates to lower sales of SBCs and compute modules partly as sales of the new Raspberry Pi 5 were directed through our licensee. The increase in the share of licensee sales also drove the growth in component sales and the increase in royalty income. Component sales represent the sale of components used in the manufacture of Raspberry Pi products for our licensee which are then sold to end customers. The increase results from an increase in the volume of chips supplied to meet the licensee’s increased sales and production, together with sales by the Group of application processor chips to Sony, also for licensee use. #### Financial review continued 27 Raspberry Pi Holdings plc Annual Report and Accounts 2024 Strategic report – Governance – Financial statements ![]() Average selling price (“ASP”) per board ASP increased by 7% from $40.6 in 2023 to $43.3 in 2024 due to an increase in the mix of higher priced Raspberry Pi 5 boards, especially with 8GB of memory (launched in Q4 2023), and more compute modules. The improvement in ASP and the increase in accessory sales offset the decline in overall unit sales resulting in an increase in Total Partnership Revenue. Gross profit per board $ per board 2024 2023 % change SBCs and compute modules 7.4 8.6 (14%) Accessory margin per board 1.2 0.6 100% Board share of gross profit 82% 97% -15ppt SBC and compute module gross profit per board declined by 14% from $8.6 to $7.4 due to thethe higher costs of the Raspberry Pi 5 including an additional $5 per unit for the initial twomillion processor chips. The share of unit sales of Pi Zero and Pico increased versus 2023 and with their profit per board in the low single digits this diluted the overall margin per board. The gross profit of accessories increased by 89% to $8.5 million as a result of new products, accessories for the new Raspberry Pi 5 and improved margins on displays. New products included an AI camera, two HATs incorporating AI accelerator chips, and growth in power supplies and cameras. Overall the accessory profit per board improved to $1.2 per board, ahead of our target of $1 per board. Gross profit/(loss) $ million 2024 2023 % change SBCs and compute modules 51.7 63.7 (19%) Accessories 8.5 4.5 89% Microcontrollers, publishing and others 3.0 (2.2) 236% Reported gross profit 63.2 66.0 (4%) The strong improvement in microcontroller unit sales led to increased profits and resulted in a release of $3.0 million of provisions made for an excess quantity of inventory in 2023. Gross profit decreased by $2.8 million, or 4%, from $66.0 million in 2023 to $63.2 million in thecurrent period due to lower unit sales and profit per board offset by a strong performance from sale of accessories. Gross margin reduced to 24.4% (2023: 24.8%) as a result of lower gross profit per board but aided by better accessory and microcontroller performance. Adjusted research and development costs Adjusted research and development expenses is a non-IFRS measure used by the Board and management to monitor the Group’s performance. $ million Year ended 31 December 2024 Year ended 31 December 2023 Research and development expenses 17.9 10.6 Amortisation (net of capitalised amortisation) (6.3) (3.0) Share-based payment charges (2.3) — NI on share-based payment charges (0.6) — Adjusted research and development expenses 8.7 7.6 Adjusted research and development expenses increased slightly to $8.7 million for the year ended 31December 2024 from $7.6 million in the prior year. Total research and development expenses rose by 69% to $17.9 million (2023: $10.6 million), reflecting higher investment in innovation. This increase was driven by the expansion of the engineering team in areas of new product development, alongside higher share-based payment charges and associated National Insurance costs. Share-based payments are excluded from the adjusted measure as they are paid for by shareholders’ dilution and the charges are not comparable due to fluctuations around the listing process. Amortisation, net of capitalised amounts, also increased to $6.3 million (2023:$3.0 million), reflecting a growing portfolio of capitalised development costs. Adjusted administrative costs $ million Year ended 31 December 2024 Year ended 31 December 2023 Administrative expenses 27.7 17.8 Depreciation (4.4) (3.2) Share-based payment charges (2.4) — NI on share-based payment charges (0.7) — Non-recurring costs (2.9) — Adjusted administrative expenses 17.3 14.6 Adjusted administrative expenses increased to $17.3 million for the year ended 31December 2024 from $14.6 million in the prior year, reflecting planned scaling of the business. The increase in staffcosts was primarily due to salary inflation and additional sales heads. Total administrative expenses rose by 56% to $27.7 million (2023: $17.8 million), depreciation, share-based payment charges, and non-recurring costs contributed to the overall increase. #### Financial review continued 28 Raspberry Pi Holdings plc Annual Report and Accounts 2024 Strategic report – Governance – Financial statements ![]() Depreciation and amortisation $ million Year ended 31 December 2024 Year ended 31 December 2023 Depreciation of PPE and leased assets 4.4 3.2 Amortisation (net of capitalised amortisation) 6.3 3.0 Depreciation and amortisation 10.7 6.2 Depreciation of PPE and leased assets increased by 38% to $4.4 million in 2024 from $3.2million in 2023, reflecting a full year’s depreciation charge on the new head office building, for which the lease commenced in December 2023, and a new warehouse. Amortisation of intangibles charged to the income statement increased by 110% to $6.3 million in 2024 from $3.0 million in 2023, with a full year’s amortisation of Raspberry Pi 5, launched in October 2023, and RP2350, launched in August 2024. Total depreciation and amortisation increased by 73% to $10.7 million in 2024 from $6.2 million in 2023. Finance costs and finance income Finance costs have increased due to the finance element of the lease of the new office of $0.2million, RCF costs and the recognition of the intrinsic discounting on payables with longer than standard credit terms. Share-based payments A share-based payment charge of $4.7 million was recorded in the year. The charge comprises $0.8 million in respect of the charges arising on the pre-IPO scheme, a $1.2 million accelerated charge on vesting and settlement of that scheme and $2.7 million in respect of the post-IPO award of market value options granted on the 11 June 2024 listing date. The market value options were granted to 93 members of staff. The options have a strike priceof £2.80, being the price at which shares were issued and sold as part of the listing. Theawards have been designed to ensure that, in conjunction with the shares granted on settlement of the pre-IPO scheme, staff continue to be motivated by the success of the Group to the same extent as in the past. Non-recurring costs Costs of $2.9 million have been charged to the income statement in respect of fees and charges arising from the listing process which were incurred to prepare the business for operation after listing. Expenses related to the primary issue of shares of $7.6 million have been charged to the share premium account arising from the share issue. As part of the transaction, costs in relation to secondary offer of shares, $5.3 million were incurred and borneby the Raspberry Pi Foundation. Taxation The total effective tax rate for 2024 was 28.2%, exceeding the underlying 25.0% due to $2.9million in non-recurring IPO-related costs, which were largely non-deductible for tax purposes. The 2023 effective tax rate was 17.3%, lower than the underlying 23.5%, due to acontrolling shareholder loss relief of $2.3 million. The underlying tax rate aligns with UKcorporation tax rates, which increased from 19% to 25% on 1 April 2023. As at 31 December 2024 the Group had a receivable from HMRC in respect of current taxation and Research and Development Expenditure Credits of $6.6 million (2023: $2.2 million). Although the Group is profitable as a UK taxpayer, a current tax asset arises at each reporting date due to the interaction between HMRC’s Quarterly Instalment Payment regime and incentives from the Research and Development Expenditure Credits (“RDEC”) scheme. Adjusted EBITDA and adjusted operating profit $ million Year ended 31 December 2024 Year ended 31 December 2023 Operating profit 17.6 37.6 Amortisation and depreciation 10.7 6.2 EBITDA 28.3 43.8 Employee share schemes 6.0 — Non-recurring costs 2.9 — Adjusted EBITDA 37.2 43.8 Amortisation and depreciation (10.7) (6.2) Adjusted operating profit 26.5 37.6 Adjusted EBITDA for the year ended 31 December 2024 was $37.2 million, in line with guidanceand down 15% from$43.8 million in the prior year, primarily due to higher employee‑related costs and a $2.8 million reduction in gross profit. Adjusted operating profit declined to $26.5million (2023:$37.6million), reflecting increased investment in talent and business infrastructure and the higher depreciation and amortisation charges. #### Financial review continued 29 Raspberry Pi Holdings plc Annual Report and Accounts 2024 Strategic report – Governance – Financial statements ![]() Operating profit and profit after taxation for the period Operating profit for the period was $17.6 million (2023: $37.6 million), including approximately $12.9 million of non-comparative charges not incurred in the prior year. These comprise $6.0million (2023: nil) for non-cash charges on employee share schemes, of which $2.7 million related to the post-IPO schemes, $1.3 million for associated National Insurance provisions, and $2.9 million in non-recurring IPO-related expenses, all of which were nil in 2023. Profit after taxation was $11.7 million (2023: $31.6 million), a decrease of $19.9 million primarily owing to the non-comparable charges listed above, combined with higher staff costs, amortisation of launched development projects and the slight reduction in year-on-year gross profit. Earnings per share Basic earnings per share for the year ended 31December 2024 was 6.48 cents, down from19.50 cents in the prior year, reflecting a lower profit after tax of $11.7 million (2023:$31.6million). Diluted earnings per share was 6.20 cents (2023: 17.75 cents), with theimpact of unvested employee share options increasing the weighted average number ofshares to 188.7 million. Adjusted earnings per share, which excludes the impact of non-recurring costs and share‑based payments net of tax, was 10.69 cents (2023: 19.50 cents). Adjusted diluted earnings pershare was 10.23 cents, reflecting an adjusted profit after tax of $19.3 million. Dividends No dividends have been proposed. The current medium-term expectation is that cash generated will be reinvested into the business. Cash flows from operations $ million 2024 2023 Adjusted EBITDA 37.2 43.8 Increase in inventory (51.1) (60.2) Decrease/(increase) in trade and other receivables 3.5 (13.6) Increase in trade and other payables 13.0 54.1 Increase in provisions 0.3 0.4 Non-recurring costs (2.9) — Interest received 1.1 1.4 Tax paid (4.2) (4.7) Other non-cash movements (0.1) (0.1) Net cash flows (used in)/generated from operating activities (3.2) 21.1 Inventory Inventory of finished goods increased to $63.8 million (December 2023: $40.7 million) due toincreased holdings of finished boards as holdings of Raspberry Pi 5 boards and compute modules rose to levels needed for expected sales volumes. Inventory levels of other products having risen in the first half have now fallen due to continuing sales and close management ofproduction. Component inventory has increased by $25.5 million. Stock of memory held for future production was kept at similar levels to December 2023, to give greater certainty of future input costs. Stocks of processor chips were increased ensuring certainty of future production and to exploit favourable terms. The Group has sufficient supply of DRAM for the first half of 2025. Including finished goods inventory incorporating memory purchased at this lower cost, the low-cost supply extends well into Q3 2025. Other working capital movements Payables increased compared to December 2023 due to the Group availing itself of favourable extended payment terms for memory and processor chip purchases. The payable balance at December 2023 included a payable for memory of $33.0 million. #### Financial review continued 30 Raspberry Pi Holdings plc Annual Report and Accounts 2024 Strategic report – Governance – Financial statements ![]() Investing activities – capital expenditure $ million 2024 2023 Plant and equipment 1.2 1.3 Office and computer equipment 0.5 1.0 Leasehold improvements 0.5 1.6 Tangible fixed assets 2.2 3.9 Internally generated intangibles and intangibles in the course of development 26.6 16.3 Net other intangibles acquired 0.3 9.3 Intangible fixed assets 26.9 25.6 Right-of-use assets — 6.1 Prepaid manufacturing costs — 2.7 Total capital additions 29.1 38.3 Non-cash additions (6.0) (12.5) Total cash capital expenditure 23.1 25.8 Capital additions for the year to 31 December 2024 were $29.1 million (2023:$38.3 million), including expenditure on intangible assets of $26.9 million (2023: $25.6 million). This included work on the recently launched RP2350, new products and further semiconductor development for use in future boards. In addition to the external purchases the capital expenditure includes the capitalisation of engineering salaries of $14.4 million. Where development licences are purchased for use in new products, these are initially capitalised in intangibles and then amortised. The amortisation amounting to $6.0 million (2023: $1.9 million), as it relates tothedevelopment of a new product, was then capitalised in a product development asset forthat project. Non-cash additions includes capitalised amortisation and Right-of-Use assets in respect of leased assets. Share reorganisation and proceeds from financing On 11June 2024, Raspberry Pi Holdings plc was admitted to the premium segment of the London Stock Exchange with unconditional trading from 14June 2024. Following Admission on 22 September 2024, Raspberry Pi Holdings plc was added to the FTSE 250 index. The Company was incorporated on 12March 2024 and on 23May 2024 in exchange for shares, it acquired all the share capital of Raspberry Pi Ltd at a valuation of $288.1 million. On17May 2024 a share capital reduction was undertaken reducing share capital and crediting distributable retained earnings by $287.3 million. At listing, 11.2 million new shares were issued raising $40.0 million before fees. At the sametime, the Raspberry Pi Foundation sold 45,935,065 shares and employees sold 2,125,115shares tonew investors and our existing investors, Arm and funds managed by Lansdowne Partners. Cash and facilities Cash at 31December 2024 was $45.8 million (31December 2023: $42.2 million). On 24 April 2024, the Group updated its existing Revolving Credit Facility and overdraft with a $40.0 million Revolving Credit Facility and overdraft and extended the facility by one year to 24 April 2027. Following the listing and with the improved profile arising from our listed status, the Group has been able to enter into a new replacement facility of $80.0 million with four banks on terms more suitable for a listed group and at substantially reduced pricing. Refer to events after the reporting period in Note 32. Related party transactions Controlling Shareholder definition and related party transactions are disclosed in Notes 30 and 31 ofthefinancial statements. Post balance sheet events As noted above, on 5 March 2025, the Revolving Credit Facility was replaced, increasing the available funds to$80.0 million (2024: $40.0 million) and the term extended until 4 March 2029 (2024:24 April 2027). The facility remains undrawn. 2024 has been a year of transformation for the Group requiring enormous contributions from many people. I would like to take this opportunity to thank our advisors at Grant Thornton, Linklaters, PwC, Deloitte, Swan Partners, Jefferies and Peel Hunt for their counsel and support throughout the listing process. The guidance, encouragement and help of my fellow directors through the year has been extraordinary and it has been a privilege to work with such a remarkable group of people. And finally and most importantly to my colleagues in finance and legal who delivered all this, thank you so much for all you have done. Richard Boult Chief Financial Officer 1April 2025 #### Financial review continued 31 Raspberry Pi Holdings plc Annual Report and Accounts 2024 Strategic report – Governance – Financial statements ![]() #### Sustainability 32 Raspberry Pi Holdings plc Annual Report and Accounts 2024 Strategic report – Governance – Financial statements Our approach to sustainability is underscored by the four facets of our social mission, aligned to the UNSustainable Development Goals: Funding computer science education at home and inschools The educational work of our largest shareholder, the Raspberry Pi Foundation, whose mission to promote digital skills education for young people is deeply intertwined with our own success. In 2024, we were incredibly proud to raise a $180 million multi-year endowment for the Raspberry Pi Foundation, supporting its work in curriculum development, teacher training, non-formal learning and research. Visit https://www.raspberrypi.org/ to find out more about the Foundation’s activities Leading the world in general purpose computing with the smallest resource footprint The environmental benefits derived from the deployment of Raspberry Pi computer systems, from low power consumption to reduced emissions from shipping. See page 34 for more information on our activities ## Our approach tosustainability Raspberry Pi recognises that sustainability isanintegral part of our responsibility toall stakeholders. As a UK-listed public company, weare committed to maximising value for ourshareholders while acknowledging the interconnected nature of our business with broader societal and environmental concerns. We believe that sustainable practices can enhance our brand reputation, potentially driving demand and strengthening our long-term market position. Whilequantifying the precise impact of sustainability initiatives remains a challenge, we are dedicated to transparently reporting our progress and actively seeking ways to minimise our environmental footprint while supporting the valuable work of the Raspberry Pi Foundation. Powering start-ups and scale-ups The capabilities we offer to smaller entrepreneurial OEMs, which wouldotherwise struggle to access cost‑effective compute subsystems onwhich to build their own products. See page 25 for more information on our progress with OEMs Low-power computing On entrance to the Main Market of the London Stock Exchange, Raspberry Pi was awarded the Green Economy Mark, meaning that at least 50% of its annual revenue comes from products and services that have a positive environmental impact. The Mark provides a clear and recognisable signal to investors and the public abouta company’s commitment tothegreen economy. ![]() ### Our commitment #### Sustainability continued 33 Raspberry Pi Holdings plc Annual Report and Accounts 2024 Strategic report – Governance – Financial statements We will conform to all UK sustainability laws and regulations in the most cost-effective way possible, with integrity andtransparency. We will monitor voluntary sustainability best practice amongst public companies in the UK, and conform to voluntary best practice where the impact on short-term profitability is small, or where we judgethat the medium- tolong-term financial consequences of failure toconform outweigh anyshort-term profit reduction. Deviation from best practice will be transparently documented and explained. We will work proactively toencourage suppliers toreduce the carbon footprint and other environmentally damaging aspects of supplied goods. For example, Raspberry Pi may include a financially quantified measure of embedded carbon when comparing costs of twosuppliers. When quantifying embedded carbon, Raspberry Pi will calculate the financial equivalent with reference to the cost of high-quality offsets, such as direct air capture or enhanced rock weathering. This inclusion of the mitigation cost of embedded carbon in supplier cost comparison will be transparent in the evaluation process, and willbe communicated tosuppliers. In general, we will not undertake financial transactions to mitigate the carbon footprint of Raspberry Pi’s own products, such as purchasing carbon offsets, unless this is necessary for regulatory compliance. Wewill offset Scope 1 and 2 emissions of the Company. Where a voluntary choice can be made, Raspberry Pi will not increase the cost of its products through such transactions. Raspberry Pi’s preferred approach is to keep the cost of its products as low as possible and publish the embedded content. This allows Raspberry Pi customers topurchase offsets (either through Raspberry Pi or elsewhere), if they so desire, for the same overall cost (product + offset). ### “We will work proactively toencourage suppliers to reducethe carbon footprint and otherenvironmentally damaging ### aspects of supplied goods.” ### Environment Progress and actions in 2024 • Introduced a suite of metrics for measuring our progress on key environmental impacts. • Launched a customer carbon offsetscheme. • Transitioned to lower-emission production for Raspberry Pi 5 through Intrusive reflow soldering technology. • Introduced initiatives to reduce the carbon footprint in our day-to-day operations. Metrics for measuring our progress 2024 marked a significant step forward in ourcommitment to sustainability as we introduced a suite of metrics to formally track and report our progress. Our new approach focuses on key environmental impacts, beginning with a robust measurement of CO 2 emissions generated during the production process. This includes implementing a Scope 1 and 2 emissions dashboard, providing detailed insights intoour direct emissions and energy consumption with a view to reduce these over time. Going forward, we will prioritise analysing the carbon footprint of our high‑running product lines to identify andactupon the greatest opportunities forreduction. In addition to carbon emissions, we will be closely monitoring the use of plastics and metals in our products, aiming to minimise our reliance on these and explore more sustainable alternatives. These metrics are embedded in our operations and strategy. By tying environmental performance to compensation, we aim to foster a culture of accountability and incentivise continuous improvement across all levels of the organisation. This scorecard approach ensures that sustainability is not just an aspiration, but a core driver of our business decisions and a key factor in our overall success. This transparent anddata- drivenapproach will help us reduce our environmental impact and enhance our long‑term value for all stakeholders over time. Customer carbon offset scheme Last year, we launched a voluntary carbonoffset programme for our customers. The programme allows customers to purchase an offset for $4 (price finalised in Q3), which will offset the carbon emissions associated with the production, distribution and end-of-life of their Raspberry Pi single board computer (approximately 6.5kg of CO 2 – this figure does not include the carbon emissions from the usage of the computer). The initiative allows users to directly contribute to reducing the environmental impact of their computing activities. Raspberry Pi has partnered with UNDO Carbon, a reputable carbon offset provider, toensure the programme’s effectiveness (https://un-do.com/). To offset our emissions we buy offsets from UNDO who use enhanced rock weathering, which sequesters carbon from the environment. ForRaspberry Pi, this means that the required amount of ground-up rock is spread to sequester the associated amount of CO 2 after 20 years from purchase. Thecarbon emissions for eachRaspberry Pi model were carefully calculated with assistance from Inhabit,anenvironmental consultancy (https://inhabit.eco/). A detailed explanation of the calculation procedure canbe found onthe Raspberry Pi website. The offsets are available to purchase from authorised Raspberry Pi resellers. This allows users to showcase their commitment to environmental responsibility and encourage others to consider the carbon footprint oftheir technology choices. Lowering emissions in production In a major stride towards improved environmental performance in manufacturing, this year we transitioned our production process to intrusive reflow technology for our flagship Raspberry Pi 5 product, and intend to continue to roll this out to new products over time. This technique eliminates the need for traditional wave solder baths, resulting in a significant reduction of our carbon footprint. By removing these energy-intensive baths from our production lines, we have successfully eliminated 43tonnes of CO 2 emissions annually. This shift not only underscores our commitment tominimising our environmental impact but also highlights our dedication to adopting cutting-edge technologies that enhance bothefficiency and sustainability. Sustainable day-to-day operations Raspberry Pi is actively pursuing carbon reduction across its operations, with the goalof achieving net zero emissions. Ournew 28,000 sq ft Cambridge headquarters, occupied in December 2023, serves as a model for these efforts. Key initiatives include: • Solar power: An 85.5 kW solar array installed in June 2024 provided 33% of our electricity consumption over the summer months, with an anticipated average of 20% throughout the year. We are exploring further expansion of solar capacity. • EV charging infrastructure: 24 EV chargers were installed in August 2024 to encourage staff adoption of electric vehicles and reduce emissions from commuting. Currently, on average, 11 out of 41 cars parked on site are EVs. • Eliminating gas dependence: We are planning to replace our gas-powered hot water system with a solar thermal or heat pump solution. Further, we are exploring the replacement of our heating system with a more efficient chiller/heat pump system for both heating and cooling. • Reducing base load consumption: Weareimplementing sub-metering to identify andreduce out-of-hours energy consumption, with a target reduction of27,000 kWh peryear. These initiatives demonstrate our commitment to environmental responsibility and our ongoing efforts to minimise our carbon footprint. #### Sustainability continued 34 Raspberry Pi Holdings plc Annual Report and Accounts 2024 Strategic report – Governance – Financial statements ![]() Introduction In our first year of reporting in alignment with the Task Force on Climate-Related Financial Disclosures (“TCFD”) framework, we have focused on identifying and assessing potential climate-related risks and opportunities. This involved a comprehensive mapping of our value chain, a thorough review of potential climate impacts, and valuable insights gathered from our Chief Commercial Officer. This process culminated in a workshop with key stakeholders, where we collectively prioritised a shortlist of six high-priority risks and two significant opportunities. While this year’s assessment focused on analysis to establish a baseline understanding, and we have not yet performed qualitative or quantitative analysis. Our initial assessment, detailed in our Climate Risk Management framework, considers inherent risks andprovides a foundation for developing effective mitigation strategies. In accordance with the LSE Listing Rule 9.8.6R(8) we present our 2024 TCFD compliance statement in the following table: Summary of TCFD compliance statement Governance (a) Describe the Board’s oversight of climate-related risks and opportunities. The Sustainability Committee, which consists of Board members, Executives and staff, meets regularly to discuss and implement actions based on climate-related risks and opportunities. Page 36 TCFD compliant (b) Describe management’s role in assessing and managing climate-related risks and opportunities. Management helps set the yearly sustainability goals for the business which address reducing carbon and materials use in products and office emissions. Page 33 TCFD compliant Strategy (a) Describe the climate-related risks and opportunities the organisation hasidentified over the short, medium, and long term. A comprehensive review of risks and opportunities has been completed. Please see relevant section of report. Page 37 TCFD compliant (b) Describe the impact of climate-related risks and opportunities on the organisation’s businesses, strategy, and financial planning. In the first year of reporting the Company will not carry out scenario analysis. Non-TCFD compliant (c) Describe the resilience of the organisation’s strategy, taking into consideration different climate-related scenarios, including a 2°C orlowerscenario. In the first year of reporting the Company will not carry out scenario analysis. Non-TCFD compliant TCFD pillar TCFD recommended disclosure Summary of compliance and next steps Cross-reference #### Task Force on Climate-Related Financial Disclosures (“TCFD”) 35 Raspberry Pi Holdings plc Annual Report and Accounts 2024 Strategic report – Governance – Financial statements ![]() Summary of TCFD compliance statement continued TCFD pillar TCFD recommended disclosure Summary of compliance and next steps Cross-reference Risk management (a) Describe the organisation’s processes for identifying and assessing climate-related risks. Risk Register is continually reviewed and we highlight climate-related risks. Periodically we will engage with expert consultants to do a full review at minimum of every three years. Page 37 TCFD compliant (b) Describe the organisation’s processes for managing climate-related risks. As we review the Risk Register we highlight climate-related risks. Periodically we will engage with expert consultants to do a full review. Page 37 TCFD compliant (c) Describe how processes for identifying, assessing, and managing climate-related risks are integrated into the organisation’s overall riskmanagement. Consistent with TCFD recommendation. Page 37 TCFD compliant Metrics and targets (a) Disclose the metrics used by the organisation to assess climate-related risks and opportunities in line with its strategy andriskmanagement process. Not compliant on transition risks since transition risks will be explored inFY2025. Non-TCFD compliant (b) Disclose Scope 1, Scope 2 and, if appropriate, Scope 3 greenhouse gas (“GHG”) emissions and the related risks. Full Scope 1, 2 + 3 Emissions disclosed and risks disclosed through TCFD. Page 40 TCFD compliant (c) Describe the targets used by the organisation to manage climate-related risks and opportunities and performance against targets. We are working on tracking to identify best targets. Page 39 TCFD compliant Governance Raspberry Pi’s Sustainability Committee meets regularly throughout the year, andconsists of Non-Executive Directors, Executives, and employees. The Committee uses a scorecard to monitor the progress ofthe year’s goals. The Committee reports to the BoardofDirectors and actions are implementedbythe Executive and SeniorManagementTeam. Dr Eben Upton CBE FREng Chief Executive Officer and Founder James Adams Chief Technology Officer, Hardware Sherry Coutu CBE Senior Independent Non-Executive Director Roger Thornton Director of Applications Christopher Mairs CBE (Chair) Independent Non-Executive Director #### Task Force on Climate-Related Financial Disclosures (“TCFD”) continued 36 Raspberry Pi Holdings plc Annual Report and Accounts 2024 Strategic report – Governance – Financial statements ![]() Strategy Raspberry Pi’s sustainability reporting strategy centres on a proactive approach to identifying and evaluating climate-related risks and opportunities that could impact the business in the short, medium, and long term. This includes a thorough assessment of potential physical risks within their supply chain and distribution network due to extreme weather events, as well as the risks andopportunities presented by the transition to lower-emission products and services. Raspberry Pi emphasises continuous evaluation of these factors to understand their potential positive andnegative effects, with regular oversight provided by the Sustainability Committee. As a UK-listed public company, Raspberry Pi recognises sustainability as an integral part of its responsibility to all stakeholders. They are committed to maximising shareholder value while acknowledging the interconnectedness of their business with broader societal and environmental concerns. This commitment is demonstrated through their proactive assessment of climate‑related risks and opportunities, ensuring that sustainability is considered in their business operations and decision making processes. Risk management Climate-related risk management is embedded within the wider Group risk management process, details for which can be found on page 50. Raspberry Pi tracks all risks to the business, including climate-related risks, in the Risk Register, which is reviewed monthly with all stakeholders. Climate-related risks are flagged to the Sustainability Committee when they are found, meaning climate risk is continuously assessed internally and externally. Climate change is identified as a principal risk; see page 50 for moredetail. Raspberry Pi commits to having an external expert in the field to identify the risks facing the Company every three years, in order to stay abreast of the risks posed by climate change toongoingbusiness. Climate-related risks and opportunities Inherent risk score is between 0–25 and is calculated by assessing the likelihood (0–5) and the impact on the business (0–5); the final figure is the two scores multiplied. 1. Supply chain and manufacturing disruptions: Increased frequency and severity of extreme weather events disrupt the supply chain for components and manufacturing processes, leading to operational delays and increased costs. Supply chain and operations Acute physical Moderately high 16 Long (10+ years) Impact is assessed to be a 4, in line with the risk “loss of production (loss of factory)” on the Raspberry Pi Ltd Risk Register. Likelihood is assessed to be a 4. There is currently a 3% chance offlood at the Sony manufacturing site, which is estimated to increase over time (Natural Resources Wales, 2023; Natural Resources Wales, 2024). 2. Distributional network disruptions: Increased frequency and severity of extreme weather events disrupt distribution networks, leading to operational delays and increased costs. Supply chain and operations Acute physical Moderate 8 Long (10+ years) Impact is assessed to be a 2, in line with the risk “freight/distribution” on the Raspberry Pi Ltd Risk Register. Likelihood is assessed to be a 4, as climate change is expected to increase the frequency and intensity of extreme weather events, including extreme precipitation, extreme heat, droughts, storms and wildfires (IPCC AR6, 2022). Previous instances of disruption as a result of extreme weather events, as noted by Raspberry Pi and discussed with the Chief Commercial Officer, indicate that Raspberry Pi’s distribution networks are likely to be affected in the instance of an extreme weather event. Risk Value chain impact TCFD risk category Inherent risk rating Inherent risk score Time horizon Scoring rationale #### Task Force on Climate-Related Financial Disclosures (“TCFD”) continued 37 Raspberry Pi Holdings plc Annual Report and Accounts 2024 Strategic report – Governance – Financial statements ![]() Climate-related risks and opportunities continued Risk Value chain impact TCFD risk category Inherent risk rating Inherent risk score Time horizon Scoring rationale 3. Stringent environmental regulations: Abrupt introduction of stringent regulations around carbon emissions, energy efficiency and waste management in the territories where Raspberry Pi operates or sources components from. Operations and supply chain Policy/Legal Moderate 9 Short (1–5 years) Impact is assessed to be a 3 under the risk scoring framework, asthis risk may result in an investigation/minor disciplinary regulatory action. Likelihood is also assessed to be a 3. 4. Carbon taxes: The introduction of carbon pricing on raw materials and energy could increase production costs. Operations and supply chain Policy/Legal High 20 Medium (5–10 years) Impact is assessed to be a 4. Carbon pricing has remained relatively low to date, but is expected to substantially increase inline with government commitments to reduce emissions. TheNetwork for Greening Financial Services (“NGFS”) estimates that carbon prices could reach £122/tonne CO 2 e by 2030 and £586/tonne CO 2 e by 2050, under an orderly transition scenario that limits warming to 2°C. Likelihood is assessed to be a 5, as carbon pricing policies currently exist or are scheduled to exist in 61 countries. 5. Litigation risk from sustainability claims: Riskoflitigation if Raspberry Pi’s current/future sustainability/climate-related claims (e.g. current energy efficiency claims) are perceived as exaggerated or misleading (i.e. greenwashing regulations). Operations Reputation Moderate 6 Medium (5–10 years) Impact is assessed to be a 3 for this risk, assuming some reputational damage in line with the risk scoring framework. Likelihood is assessed to be a 2, as currently only a few climate‑related claims have been made by Raspberry Pi, specifically regarding energy efficiency of individual products. 6. Challenges in meeting future carbon targets: Riskof not meeting any future carbon targets orexpectations to decarbonise as a result of dependence on third-party providers (i.e. Sony andcomponent suppliers) or higher cost to meetthem. Operations Reputation Moderately high 12 Medium (5–10 years) Impact is assessed to be a 3 for this risk, assuming some reputational damage. However, this risk could potentially have asignificant financial impact if customers begin to opt for lower carbon alternative products as a result. Likelihood is assessed to be a 4, as Raspberry Pi does not currently have a decarbonisation plan and is reliant on carbon‑intensive industries that are lagging behind on their commitments. #### Task Force on Climate-Related Financial Disclosures (“TCFD”) continued 38 Raspberry Pi Holdings plc Annual Report and Accounts 2024 Strategic report – Governance – Financial statements ![]() Transition opportunities Opportunity Value chain impact TCFD risk category Inherent opportunity rating Inherent opportunity score Time horizon Scoring rationale 1. New markets driven by emissions reduction needs of industrial and embedded clients: Opportunity generated from targeting potential clients who can use Raspberry Pi’s products to help track or lower their emissions reduction progress. Operations and downstream Products/ Services Moderate 6 Short (1–5 years) Impact is assessed to be a 2, in line with the opportunity scoring framework. The majority of companies which have set net zero targets are on trackto miss those targets (Accenture), indicating asignificant market opportunity. Likelihood is assessed to be a 3, in line with the opportunity framework. 2. New markets driven by the computational requirements of climate tech: Opportunity to integrate Raspberry Pi into climate mitigation andadaptation technologies. Operations and downstream Products/ Services Moderate 9 Short (1–5 years) Impact is assessed to be a 3, in line with the opportunity scoring framework, given the demand for technology to mitigate and adapt to climate change (University of Oxford), and the estimated growth of theclimate tech market (Statista). Likelihood is assessed to be a 3, rather than a 4, based on a decrease in the growth of investment in this space over the last year due to wider market conditions (PwC). Metrics and targets As detailed on page 34, we introduced new metrics in 2024 to formally track and report key environmental impacts. In addition to Scope 1, 2 and 3 GHG emissions (see Streamlined Energy andCarbon Reporting (“SECR”) below for data), webegan measuring carbon emissions during the manufacturing process which is fed into our Scope 3 calculations. As this is the first year ofreporting to TCFD standards we are not setting targets for these metrics but will begin tracking them. The two metrics will be: • product carbon – working to understand the carbon per computer and carbon cost; and • office carbon – working to understand the office emissions and how we can change it. #### Task Force on Climate-Related Financial Disclosures (“TCFD”) continued 39 Raspberry Pi Holdings plc Annual Report and Accounts 2024 Strategic report – Governance – Financial statements ![]() Carbon emissions Streamlined Energy and Carbon Reporting (“SECR”) 2024 2023 Scope 1 emissions (tCO 2 e) Direct emissions from energy sources the Group is operational in 1 28.5 6.9 Scope 2 emissions (tCO 2 e) Indirect emissions from purchasedenergy 56.0 37.1 Scope 3 emissions (tCO 2 e) All other emissions associated withthe Group’s activities 55,770.0 N/A 2 Energy Consumption for operational sites 1 426,519 kWh 293,923 kWh Intensity ratio tCO 2 e per full time equivalent employee 439.8 N/A 2 1 2023 main operational site was in the Maurice Wilkes Building, 2024 main operational site was 194 Science Park, Maurice Wilkes building is not included in 2024 figures. 2 2023 Scope 3 emissions and Intensity ratio are omitted as our calculation method for Scope 3 has advanced significantly since our 2023 approach and as such provides no meaningful comparison. Figures based on energy consumption over all sites of 426,519 kWh (2023: 293,923 kWh). Associated greenhouse gases have been calculated using the UK Government’s GHG Conversion Factors for Company Reporting 2024. Estimates were used to calculate the electricity usage in the Group’s offices, based on an average price per kWh of $0.46. AllCompany buildings and operations are considered in these figures. For Raspberry Pi, Scope 1 we do not have any energy-generating assets that emit carbon and so report our Gas use for the properties we operate. Wemeasure Scope 2 emissions from the energy bills received in respect of the Group’s properties electricity consumption. We divide the measurement of Scope 3 emissions into two categories: carbon emissions resulting from products that we make to sell; and other carbon emissions generated through our business activities. These are listed as one figure in the SECR reporting but important to consider in how we calculate. In order to assess the environmental impact of our products, we worked with our partner Inhabit to conduct a comprehensive study, following the Greenhouse Gas Protocol and ISO 14044:2006 standards. Inhabit used industry-leading tools together with the EcoInvent database to calculate the carbon footprint of products throughout their lifecycle. This involved carrying out a detailed analysis of a set of individual, representative products across our range, then applying the results to other similar products. In order to calculate the Scope 3 emissions generated through our business activities, allnon‑product related accounting journals were reviewed and assigned to category. Eachcategory was allocated an average emission value per US Dollar spent as per the Ecolnvent database. This allowed us to calculate a carbon emission figure per US Dollar ofexpenditure. The Group has purchased carbon credits from UNDO Carbon to offset the tCO 2 e Scope 1 and 2 emissions, totalling 31.4t in the year ended 31 December 2024, this does not cover electricity used as this is from a 100% renewable energy tariff. These carbon credits will be fully vested, in the sense that the carbon will be completely sequestered by 31 March 2045. UNDO Carbon has been selected as a high-quality, scientifically verified, and scalable solution for long-term carbon sequestration, using its enhanced rock weathering technology. #### Streamlined Energy and Carbon Reporting (“SECR”) 40 Raspberry Pi Holdings plc Annual Report and Accounts 2024 Strategic report – Governance – Financial statements ![]() Our risk management process Raspberry Pi’s risk management approach has evolved with the structure of the business. It reflects the small size of the business’ operations and the close proximity of Executive Management to operations together with their deep technology experience. Risks can be identified at any time by any individual within the Group. Theseniority of our engineers relative to the industry, their long tenure and our open and inclusive approach tothe management of operations ensure that risks are promptly reported and managed. The Board regularly reviews the risks identified and the mitigations undertaken and the Audit and Risk Committee oversees how risks are managed. Business managers The Senior Management Team The Board Audit and Risk Committee At an operational level the management of risks is an ongoing and daily process. In the design of products engineers utilise their experience together with a wide range of design and verification tools. A separate team manages regulatory compliance and product testing. Safety of employees in both the office and warehouses is considered by central administration. Reviews existing risks and mitigations and determines whether any additional risks should be added toorexisting risks removed from theRisk Register. Any newly identified risk is assigned arisk owner, and the risk andmitigating actions are added tothe Risk Register. The Board focuses on strategic risks and reviews the Risk Register in detail annually. The Senior Management Team is alerted of any changes in theBoard’s risk appetite and any new risks identified through this process or as part of any other Board discussions. The Board receives a risk reporting summary at every Board meeting, highlighting new risksadded, risks closed, changes inrisk profile and the reasons for an increase or decrease in risk likelihood or potential impact, and a summary of all high risks and progress against mitigating actions. The Audit and Risk Committee oversees how risk is managed and reported internally and externally andmay make recommendations tothe Board on any aspect of risk, risk management and risk appetite. The Audit and Risk Committee receives a risk reporting summary and reviews the Risk Register at each meeting. It can recommend new risks to be considered for the Risk Register. Any new risks are communicated tothe Senior Management Team. #### Principal risks and uncertainties 41 Raspberry Pi Holdings plc Annual Report and Accounts 2024 Strategic report – Governance – Financial statements ![]() Our risk management process continued The Board discusses and reviews the Group’s principal risks semi- annually with updates and changes provided at each meeting; this is then reflected inthe Group’s ongoing plans and strategy. The Board takes a balanced and informed view ofriskwhile recognising the flexibility required to operate successfully in thismarket. The Audit and Risk Committee oversees, reviews and monitors the Group’s procedures for reviewing the effectiveness of the Group’s procedures for the identification, assessment, management and reporting of risk. For more details on the Audit and Risk Committee’s responsibilities forrisk management, please refer to the Terms of Reference. Risk oversight Risk owners continually review their own risks and inform the CTO (Hardware) of any changes. The risk owner is responsible for assessing the status of their assigned risks by describing their risk and the mitigations already in place, as well as assessing likelihood and impact, including any financial impact. This creates a risk score, determining an identified risk’s potential severity. If required, the risk owner is responsible for ensuring further mitigating actions are taken to reduce the risk and create a target risk score. Risk identification and monitoring A named member of the Senior Management Team (currently the CTO (Hardware)) maintains the Risk Register. They are responsible for maintaining it as a live document, ensuring risk owners capture all required information, ensuring risk owners review their assigned risks monthly, and ensuring reviews and reporting processes are followed. Emerging risks • The pace of AI innovation and development. We are currently seeing a period of rapid change and excitement in the development of artificial intelligence. The rapid change may cause changes in the demand for our products and require the development of new products the requirements for which may then change again. The excitement may lead to speculative bubbles, should they burst market participants may be destabilised or investors may lose confidence in all businesses in the technology sector. • The instability of free trade and our reliance on exports. The majority of our products are exported across the globe. Should there be significant increases in tariffs on our products in key markets we may see reductions in sales and delays to customer purchases due to the uncertainty of what and where duties may be applied. Principal risks As part or our regular risk review process, the Board and Management have identified the following principal risks: Brand and reputation Risk description Our brand’s reputation for robustness, quality and innovative design, extensively supported through software, documentation and a vibrant community of users is an essential asset of the business. The brand’s reputation for engineering excellence among both industrial and enthusiast engineers is a core driver of sales and isvaluable in the recruitment of staff and suppliers. Risk impact Damage to that reputation or the loss of support from our community may adversely impact sales and make the recruitment of staff more difficult. Movement and outlook The period of constrained supply from Q2 2022 to Q2 2023 damaged our reputation for reliable supply and weakened the support of enthusiasts. During 2024 the return to availability and the launch of new products such as Raspberry Pi 5 and nearly 20 accessories have created excitement and improved this perception. Mitigation/ management actions Management and the Board regularly discuss customer perception and consider the effect on customers in their decisions. Management and engineering team members frequently engage with customers to understand their expectations and many Company members are themselves long-standing users of theproducts. Through new products we seek to engage enthusiasts and we work to ensure through messaging and social media that customers appreciate the causes of shortages or other changes. Link to strategy More units: development of new products and the maintenance of the software running on them are key to the growth of the Group. Our reputation enables us to sell accessory products and related services in markets worldwide. Greater share of margin: our reputation enables us to sell directly tocustomers where appropriate. Risk velocity Loss of reputation can happen quickly, within months, due to a substantial social media following and public presence. #### Principal risks and uncertainties continued 42 Raspberry Pi Holdings plc Annual Report and Accounts 2024 Strategic report – Governance – Financial statements ![]() People Risk description Attracting and retaining skilled individuals. Risk impact The business relies on a small group of senior managers who have extensive experience and are hard to replace. We face competition for specialist engineers, without whom we may limit our ability to develop new products. Movement and outlook The Group has continued to be an attractive employer and the LTIP introduced at listing has further enhanced this position and makes the Group able to recruit in a competitive market for engineers and has to date been successful at retaining key members of staff. The availability of certain skills in engineering is likely to remainconstrained. Mitigation/ management actions The Group maintains competitive compensation to reduce turnover and attract top talent. We create a rewarding work environment, and our flat work structure provides significant opportunities for personal development and intellectual stimulation. The Board has a succession plan to ensure the continuity of senior managers. As a public company, we can provide share-based rewards and incentives to motivate our employees and encourage staff retention. Link to strategy More units: development of new products and the maintenance of the software running on them are key to the growth of the Group. Greater share of margin: the engineering team is needed to develop new components for our SBCs and Compute Modules. Risk velocity The impact of the risk is expected over the medium term as new product developments are delayed. Risk description The supply of products is complex with the whole industry dependent on a web of key component suppliers across the globe. For key component manufacturing there are significant barriers to entry and those suppliers may exploit opportunities that arise from dominant market positions. We support our products for typically in excess of ten years, recognising that when a Raspberry Pi is built into a customer’s product or operations we have made a commitment to our customer and they have placed their trust in us. Unreliable or expensive supply risks our ability to meet this promise. For some components, particularly memory which is a significant part of our product cost, the prices are very volatile. The Group relies on a single third-party facility owned by Sony to manufacture substantially all of its products, and its success is in part dependent on Sony’s current commitment to manufacturing itsproducts. Risk impact Interruption to the supply of a single component can prevent production of our products leading to a loss of sales and substantial harm to our reputation and customer proposition. Significant differences in product demand between forecast and actual could harm the Group’s business, finances and growth prospects either because of insufficient inventory for actual demand leading to lost sales or excess inventory, including that delivered under long-term supply agreements which would need funding and may become obsolete. Actual demand may differ significantly from forecast demand due to changing economic circumstances or lower sales expectations. The loss of our manufacturing facility at Sony may stop our supply of products for sale. Supply chain #### Principal risks and uncertainties continued 43 Raspberry Pi Holdings plc Annual Report and Accounts 2024 Strategic report – Governance – Financial statements ![]() Movement and outlook In the past year the supply of key components has become more stable. During 2024 the market price of memory rose significantly but through close supplier relationships and the use of inventory acquired at lower prices in 2023 we were able to minimise theimpact. The outlook for memory prices is for some price softening while we believe there is an increased risk of supply disruption. Mitigation/ management actions We have put long-term supply agreements with key suppliers. To further mitigate supply or price fluctuations we may hold higher than average levels of inventory. We have developed with Sony onbusiness continuity plans and, in addition, have an amount of insurance cover. We have the flexibility as a last resortto increase prices while maintaining our value proposition. Link to strategy We seek to supply our products at low cost and therefore closely control our component costs. Our long-term support commitment is core to long-term strategy to sell more products to industrial and embedded customers. Risk velocity Prices increases and shortages in supply of products can arise withinthree months, while loss of production could arise from an overnight disaster. Supply chain continued Sales channels Risk description Our distribution channel may not have the capacity or resources to meet our growth plans. Alternatively, our products may not meet their margin demands making our products unattractive to them. In addition, the Group relies on its sole licensee to distribute a portion of its products, and any unplanned disruption to the Group’s licensing model could harm its sales. Risk impact The health of our channel partners is a key part of our global operations and source of growth. We often operate through intermediaries (licensee/reseller/distributor) and this has allowed us to grow without large upfront investment. Movement and outlook We have continued to develop our reseller network and we have seen pleasing growth in the operations of our licensee and distributor partners. Mitigation/ management actions Through regular engagement with our reseller and distribution partners, we assess their capacity and the support they need. We look for new partners in underdeveloped or new markets and geographies and engage directly with large OEM customers to ensure that their needs can be met. We continue to explore routes to market that will enable supply to end customers while not straining the capacity of local resellers. Link to strategy Unit growth: to continue to sell more units worldwide we needlocalpartners to promote and stock our products and supportcustomers. Risk velocity Channel capacity constraints will impact longer-term growth over a period of years. #### Principal risks and uncertainties continued 44 Raspberry Pi Holdings plc Annual Report and Accounts 2024 Strategic report – Governance – Financial statements ![]() Growth management Risk description The Group’s business plan and its shareholders’ expectation are for significant growth in new market sectors and new geographies. We are open to taking risks in the development of new markets for our existing products or for products and services that extend our aim to be the compute platform of choice. The Edge AI and IoT markets are growing rapidly and we need to move quickly to sustain our position as a leader in the supply of hardware to these sectors. There is a significant risk from doing nothing. The Group might face challenges in effectively managing and achieving this growth and expansion into new markets and activities may give rise to unexpected difficulties or costs. Risk impact The Group may incur additional costs or be unable to exploit all its growth opportunities and competitors may become established with a dominant presence. Expansion into new markets may incur unforeseen costs or losses. If the management team is overloaded growth opportunities may not be fully exploited and mistakes may be made. If the Group grows rapidly, operational processes and controls may not be ableto scale efficiently. We may therefore incur extra costs or suffer a weakening of controls with the possibility of losses as aconsequence. Failure to achieve the growth expectations may harm the Group’s share price and impact the rewards it can offer staff or its access tocapital. Movement and outlook The programme of new market identification has recently accelerated while the expansion of new geographies and resellers has remained steady. New management heads have been added to meet the growth but further costs will not be incurred until the opportunity is clear. Mitigation/ management actions The Board regularly reviews the organisation’s strengths and areas for development. Management are constantly reviewing sales channels and the risks and opportunities that may arise. Link to strategy Unit growth is central to the Group’s strategy. Risk velocity The effect of changes in risk and the crystallisation of its impact would be expected over a period of years. Markets and economic environment Risk description A global economic downturn could significantly affect the Group’soperations due to reduced demand for SBC units and increased inventory. Long-term volume commitments and other contractual agreements reduce our ability to balance product supply and demand. Risk impact A drop in demand could lead to lower sales and profits. Inaccurate demand forecasting due to changing economic circumstances or lower sales expectations could harm the Group’s business, finances and growth prospects because of insufficient inventory for actual demand or excess inventory, including that delivered under long-term supply agreements inventory obsolescence charges and reductions in the Group’s cash flow. New products that have been developed may not have sufficient demand to justify their investment. Movement and outlook During 2024 markets for our products weakened as customers and resellers were overstocked. This improved by the end of the year. The outlook has become more uncertain with the new US administration’s approach to tariffs and trade. Mitigation/ management actions The sales of the Group are diversified across geographies and the business sectors we sell to. The sales and business development team works closely with the supply chain team to manage the effects of changing demand. The Group works with its contract manufacturer to adjust production and with its resellers, OEM customers and distributors to understand and stimulate demand. The Group undertakes regular forecasting and strategic planning toassess the impact of demand fluctuations and to consider responses. Inventory and purchase commitments are regularly reviewed as part of the forecasting process. Link to strategy Unit growth is a key strategic aim. Risk velocity As our model is to sell from stock we normally have a small orderbook and there is limited visibility of future demand beyond afew months. #### Principal risks and uncertainties continued 45 Raspberry Pi Holdings plc Annual Report and Accounts 2024 Strategic report – Governance – Financial statements ![]() Competition/competitors Risk description Developing innovative and disruptive products is a core strategic aim of the business. Their development may require significant expenditure and run for many years. Projects are often complex and challenging and may take longer orcost more than was expected. Risk impact New competitors or the actions of existing competitors could impact the business resulting in reduced sales and lower margins. An existing or new competitor could create a product with better specifications at a lower price, making it hard for us to compete. Movement and outlook The level of competition has remained steady in the past year andwe have not seen significantly cheaper products with equalspecification. Mitigation/ management actions The Group counters this by focusing on innovation and cost efficiency, reviewing competitors’ products, and improving the cost structure via technical and manufacturing innovation. We continue to take steps to prevent the cloning of our products, making our software and user community a key differentiator of ourproducts. The Group continues to pursue modest margin aspirations to prevent a competitor from gaining access through a low-cost offer. Link to strategy Unit sales growth. Risk velocity New products take time to develop but can be released at short notice. With build in cycles of over one year, material change could take a year to have a significant impact. Intellectual property and designs Risk description The Group’s intellectual property rights may prove difficult to enforce if others try to use our designs and particularly our rich software and support ecosystem to benefit their products. A competitor, third party or individual asserts their IP rights against Raspberry Pi’s, leading to litigation. Risk impact If others exploit our intellectual property to promote their products we may suffer lower sales or reduced margins. If a third party enters into litigation to assert the IP rights, the Group suffers financial loss from any settlement and the diversion of significant management time in the defence of our position. Movement and outlook The risk remains stable at the moment. Mitigation/ management actions The General Counsel and CEO regularly review the extent and effectiveness of legal, contractual and technical protections. We have insurance for legal representation to address IP infringement claims against us or in our defence. The designs of our most recent products are further protected by the use of our own silicon in those products. Link to strategy The exclusive use of our designs aids unit sales and the maintenance and growth of the unit profit of those products. Risk velocity A claim would require a very rapid response though legal processes can be expected to take time. #### Principal risks and uncertainties continued 46 Raspberry Pi Holdings plc Annual Report and Accounts 2024 Strategic report – Governance – Financial statements ![]() Risk description Developing innovative and disruptive products is a core strategic aim of the business. Their development may require significant expenditure and run for many years. Projects are often complex and challenging and may take longer or cost more than was expected and may in the worst case fail. Products are developed and costs incurred in the expectation of demand for the product; if sufficient demand does not arise, the asset representing the development cost and inventory may need tobe impaired and written down. Failing to innovate or adapt to new trends may lead to lost market share and reduced profits. If the Group’s products contain significant defects, it could incur significant expenses to remediate such defects, its reputation could be damaged, and it could lose market share. Risk impact The delay or failure of a project to develop a new product may lead to substantial additional costs. By missing an opportunity it may harm the growth of the business or give a competitor the chance to become established. If sufficient demand does not arise the asset representing the development cost and the inventory may need to be impaired and an expense incurred. The launch of a flawed product may lead to significant rectification costs and damage to the Group’s reputation. Movement and outlook Our experience of delivering complex projects has improved continuously through the growth of the Company. At the same timethe size, complexity and cost of projects have been increasing, particularly in respect of semiconductor development. Product development projects Mitigation/ management actions Our engineering team and management have extensive experience of designing our products and we use industry-leading tools and partners in their development. We seek to identify industry trends and develop responses through engagement with customers, particularly in the enthusiast sector, and regular discussion with key technology suppliers and industry experts. The Group’s strong engineering experience allows it to adapt to changes in a timely way. We use established procedures to test and verify designs throughout development and ensure that all products meet compliance specifications. Link to strategy More units: development of new products and the maintenance of the software running on them are key to the growth of the Group. Greater share of margin: new products may include more of our own designs enabling us to increase margins by reducing component costs. Risk velocity The impact of the risk would be expected to arise over the medium term where new product developments are delayed. Product development projects continued Geopolitical risk Risk description As an international business based in the UK, the Group may be exposed to the effects of economic conflicts and disputes in areas such as trade. Risk impact Our products may be placed at a competitive disadvantage by higher tariffs and restrictions on imported goods. As a consequence our volumes and margins may be adversely affected. Movement and outlook Uncertainty is increasing. Mitigation/ management action Our business is spread evenly by geography and market sector, giving us resilience to changes in local markets. We continue to monitor the issues closely and engage with appropriate advisers. Link to strategy Our plans for growth may be impacted. Risk velocity Changes are happening within months. #### Principal risks and uncertainties continued 47 Raspberry Pi Holdings plc Annual Report and Accounts 2024 Strategic report – Governance – Financial statements ![]() Control environment Risk description As the business grows, robust control frameworks need to develop with it to ensure that assets are safeguarded and risks arising from business activities are understood and limited to appropriate levels. As a listed company, the requirements of the controls over financial reporting increase as does the need for more timely and accurate financial data. As part of its obligations to notify the market of material changes in the financial position and prospects of the business the Group needs to be able to determine promptly its financial position and assess the impact on its performance of actions and events. Risk impact A loss of control in key areas of financial control could lead to losses or an inability to report accurately. Movement and outlook The control environment is improving with the results of the work undertaken in preparation for listing. We continue to review opportunities for improved control and efficiency. Mitigation/ management action As the requirements have increased, we have added additional resources in key areas and undertaken as part of the IPO and subsequently an extensive review of operational controls. We have instituted a programme of testing of those controls and will look to introduce an internal audit function in the coming year. The audit and risk committee regularly reviews the control environment and the progress against plans to enhance controls. Link to strategy A robust control framework supports growth and allows the business to scale without hitting barriers and supports access to capital and debt markets that are required for growth and for colleague remuneration and retention. Risk velocity Changes can arise within six months. Liquidity Risk description Breach of funding terms/funding covenants. Requirement for funds due to increased investment and high levels of inventory cannot be met from resources. Risk impact Insufficient cash resources to support the Group’s activities particularly in the situation where sales demand is lower. Movement and outlook Funding requirements are expected to remain steady but variability of outcomes has increased. Mitigation/ management action Post year-end, the Group has increased its RCF headroom to $80million which runs to 4 March 2029. Forecasts of sales and product supply are regularly reviewed against funding and facilities. Link to strategy Allows strategic opportunities of unit growth and product development to be pursued. Risk velocity The risk is expected to change over the medium term as there is increased uncertainty in forecasts over that period. #### Principal risks and uncertainties continued 48 Raspberry Pi Holdings plc Annual Report and Accounts 2024 Strategic report – Governance – Financial statements ![]() Regulatory and compliance Risk description Unintentional failure to comply with international and local legal and regulatory requirements. Risk impact Fines or penalties. Unable to sell products in a market if products do not comply with local regulations. Loss of shareholder value if fail to comply with stock market and securities regulations. Reputational damage. Movement and outlook Listing on the LSE has added further regulations; however, as part of the listing process an extensive programme has been undertaken to identify other regulatory and compliance issues. Mitigation/ management action The Group hires employees with relevant skills and uses externaladvisers to keep up to date with changes in regulations andlegal requirements. An internal team works with external experts to certify product compliance with regulations in markets. Products are not launchedin a market until such certification is obtained. Link to strategy Sustains the business. Risk velocity Changes to regulations and the requirement to change our processes to address are expected in the medium term. Health and safety Risk description Harm caused by the Group’s activities. Risk impact Staff may suffer injury in our offices, shop or leased warehouse. Third parties may suffer injury in the factories that make our products or warehouses that hold our goods. Members of the public may be harmed by our products. Movement and outlook Actions to reduce risks have been undertaken. Mitigation/ management action Key staff members have been trained to review procedures to ensure that risk of injury is minimised. We work only with high-quality partners to make our products. We have funded substantial investment at our partner’s newwarehouse. The Group holds appropriate insurance cover. Link to strategy Sustains the business and maintains our reputation. Risk velocity Injury may happen at any time. #### Principal risks and uncertainties continued 49 Raspberry Pi Holdings plc Annual Report and Accounts 2024 Strategic report – Governance – Financial statements ![]() Climate change Risk description Increased environmental regulation. See also our disclosures in the Sustainability and TCFD sections of this report. Risk impact The introduction of environmental regulations in the territories where we operate and source components could impact our supply chain and increase costs. New carbon taxes on raw materials and energy could increase production costs, impact margins or result in increased prices. Movement and outlook Regulation is expected to increase in most regions. Mitigation/ management action We closely monitor regulations, work to reduce our environmental impact across our operations, and engage with our suppliers about their environmental strategies. We are developing a process for calculating the embodied carbon in every product to understand the extent of this risk. Our office is moving to electricity for all our energy needs, and we have installed solar panels. Link to strategy Business continuity, but there is also an opportunity to increase sales as our products will enable many others to address the impact of these regulations in their businesses. Risk velocity The risks are expected over the medium term. Climate change continued Risk description Impact of extreme weather. See also our disclosures in the Sustainability and TCFD sections of this report. Risk impact The increased frequency of extreme weather can impact our supplyand distribution channels leading to additional costs and loss ofearnings. Movement and outlook Extreme weather events are expected to increase. Mitigation/ management action We are expanding our supplier network across various locations, and have an emergency plan in the event we need to move production to a new location. We take out business interruption insurance and stockpile some inventory to enable business continuity. Link to strategy Business continuity. Risk velocity An event could happen in any given year with the probability of the risks expected to increase over the medium term. #### Principal risks and uncertainties continued 50 Raspberry Pi Holdings plc Annual Report and Accounts 2024 Strategic report – Governance – Financial statements In accordance with theUKCorporate GovernanceCode, the Board hasassessed the viability andmedium-term prospects of the Group over the periodto December 2027, takinginto account the Group’scurrent position, strategy, #### market outlook, andprincipal risks. Each year, the Board undertakes a robust review of the Group’s strategic plan for the forthcoming three-year period and challenges the Executive team on the risks associated with the plan. This is encapsulated in the three-year period business plan prepared annually and reviewed by the Board and aligns with the business cycle including product development and order intake trends. The plan reflects the Group’s diverse customer base across multiple sectors, including industrial IoT, education and embedded computing, with a mix of short‑term sales and longer-term contracts. The Board is required to formally assess thatthe Group has adequate resources tocontinue in operational existence for the foreseeable future and as such can continue to adopt the going concern basis of accounting. As set out in Note 2 of the consolidated financial statements, the Directors have assessed this to be for the period to 30 April 2026. Based on this assessment, the Board has concluded the Group can operate within its committed facilities and cash resources for the foreseeable future and accordingly have adopted the going concern basis in preparing the consolidated financial statements. The Board is further required to assess whether ithas a reasonable expectation that the Group will continue in operation and meet itslonger-term liabilities as they fall due. Tosupport this, the Board has assessed theGroup’s current financial position, its strategic direction, and the external market environment. The Group’s existing primary facility agreements extend to 4 March 2029 therefore covering the three-year outlook period of the business plan. Reasonable worst case scenario The Board’s assessment includes detailed financial modelling over the three-year period, incorporating sensitivity analysis and stress testing under a range of scenarios. This includes a ‘severe but plausible downside’ scenario, with reductions of 20% per annum reduction in unit sales of SBC and compute modules are assumed, with no reduction costs other than executive variable pay. Evenassuming limited mitigating actions the Group can demonstrate significant liquidity headroom and compliance with covenants. Consideration of principal risks anduncertainties Our viability assessment aims to provide aclear understanding of the principal risks and uncertainties that could impact the Company’s performance, solvency, and liquidity. In order to assess our resilience to the principle risks and uncertainties outlined on page 42 we have modelled a range of scenarios explicitly linked to these. Careful thought has been given to the assumptions and judgements factored into each threatscenario enabling stakeholders tounderstand the potential challenges to ourbusiness model and our robustness toabsorb such headwinds as follows: • Brand Risks: Serving both enthusiast andeducation (“E&E”) and industrial and embedded (“I&E”) markets risks brand confusion due to the same products supplying different markets. • Executive Team: Growth may strain leadership capacity, slowing investments and progress. • Semi-Conductor supply chain constraints: Reliance on TSMC for production and Broadcom for key components poses risks from delays or terminations, though inventory levels mitigate the impact. • Volume Commitments: Long-term deals with Broadcom (processor chips) and Micron (“DRAM”) risk funding challenges ifsales drop. Lower demand versus contracted supply has been modelled. • Memory Costs: Rising DRAM costs may put pressure on profit margins. Having modelled the combined impact of the principal risks arising the Board is confident in the Business ability to remain a viable going concern. Reverse stress testing A reverse stress test was conducted to model the impact of a decline in forecasted unit demand, which would require the Groupto secure additional financing beyondthe existing facilities. The analysis showed a 25% reduction in forecasted revenue over the three-year forecast period – whether driven bya decrease in demand, supply chain challenges, or a combination of both – wouldtrigger this needfor additional financing. However, this scenario was deemed highly unlikely, further reinforcing the Group’s financial viability. Liquidity and cash flow forecasts On 5 March 2025, the Group’s Revolving Credit Facility (“RCF”) was extended, increasing available funds to $80.0 million (2024: $40.0 million) and extending the termto 4 March 2029 (2024: 24 April 2027), providing additional liquidity to support operations. We have also considered the timing of trade payables and trade receivables including credit terms offered by suppliers and the impact on working capital requirements to ensure that no further financing would be required should current terms change. The Board’s cash flow forecasts and projections confirm the Group can operate within its cash and committed facilities for the foreseeable future. Available liquidity, including both cash and committed facilities, has been considered in this assessment. Conclusion 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 December 2027. #### Going concern and viability statement 51 Raspberry Pi Holdings plc Annual Report and Accounts 2024 Strategic report – Governance – Financial statements ![]() 52 Raspberry Pi Holdings plc Annual Report and Accounts 2024 Strategic report – Governance – Financial statements # Governance Inside this section: 53 Chair’s introduction to governance 54 Board of Directors 56 Senior Management Team 58 Corporate governance report 62 Audit and Risk Committee report 67 Nomination Committee report 70 Remuneration Committee report 72 Directors’ remuneration report 90 Directors’ report 93 Statement of Directors’ responsibilities ![]() On behalf of the Board, I am pleased to present our firstCorporate Governance Report for the year ended 31December 2024. The highlights of 2024 were our debut on the London Stock Exchange in June and our entry into the FTSE 250 index three months later. These events have brought into focus the Board’s commitment to promoting high standards of corporate governance that support Raspberry Pi’s strategy of delivering growth, higher profits andstrong cash flow. As a result, there was concentrated activity to evolve our already robust corporate governance framework toalignwith the principles of the UK Corporate Governance Code for listed companies. Key developments have been: 1 Appointed a high-quality Board. Ahead of the IPO, the Board was appointed from Board members of Raspberry Pi Ltd (“RPL”) following the acquisition ofRPL’s entire issued sharecapital. 2 Reviewed the independence of the Non-Executive Directors. In line with theUK Corporate Governance Code, morethan half of the Board of Directorsis deemed independent in character andjudgement, with five outofsix Non-Executive Directors consideredindependent. 3 Appointed Sherry Coutu as the Senior Independent Director to serve as a sounding board for the Chair and as anintermediary for the other Directors when necessary. 4 Established four Committees – Auditand Risk Committee, Nomination Committee, Remuneration Committee and a Disclosure Committee. Each Committee has appointed its membersand a Chair in line with the recommendations of the UK Corporate Governance Code and established its Terms of Reference. 5 Established the Sustainability Committee as a subcommittee oftheBoard. 6 Adopted a code of securities dealings, which has been communicated to all employees (including those Directors andemployees designated as PDMRs) toaid compliance with the Market AbuseRegulation. 7 Ahead of the IPO, entered into Relationship Agreements with the Raspberry Pi Foundation and Raspberry Mid Co Limited and separately with the Ezrah Charitable Trust. The purpose ofthese Relationship Agreements is toensure that the Group will be able, atalltimes, to carry out itsbusiness independently and that all transactions between the Group andthe Controlling Shareholders are atarm’s length and on anormal commercial basis as has been confirmed in Controlling Shareholder(s) inNote 30. 8 Reassessed our principal risks and uncertainties. The Board reviewed theprincipal risks and considered theseconsistent with those identified inthe IPO Prospectus and 2024 InterimReport. • Agreed the financial and non-financial key performance indicators (“KPIs”) by which the Board can assess performance. • Approved a discretionary Long-Term Incentive Plan (“LTIP”) with the first awards made on 11 June 2024 as detailed in the Prospectus and further awards proposed to be granted in H1 2025. Looking ahead, the Board will focus on maintaining and promoting the Group’s unique culture and values as the business scales. Ourhighly talented and capable team is the cornerstone of our business, and it is essential that we retain our entrepreneurial mindset and high employee retention rate ifwe are to thrive. We will also continue todevelop our corporate governance framework throughout 2025 to meet the requirements of the 2024 Code. Martin Hellawell Independent Non-Executive Chair 1 April 2025 #### Chair’s introduction to governance 53 Raspberry Pi Holdings plc Annual Report and Accounts 2024 Strategic report – Governance – Financial statements ![]() Martin Hellawell Dr Eben Upton CBE FREng Richard Boult Sherry Coutu CBE Independent Non-Executive Chair Chief Executive Officer Chief Financial Officer Senior Independent Non-Executive Director Committee membership: Committee membership: Committee membership: Committee membership: Appointment: 2 June 2024 Appointment: 12 March 2024 Appointment: 12 March 2024 Appointment: 2 June 2024 Martin has extensive experience as a company chair, having held this position in several companies within the technology sector. Hecurrently serves as chair of Gamma Communications plc and is the former chair ofSoftcat PLC. Martin previously held the position of managing director and chief executive of Softcat between 2006 and 2018. Martin’s earlier career saw him spend 13 years atComputacenter plc, responsible for the marketing function, running the company’s Frenchsubsidiary and leading acquisitions intheUK, Belgium and Germany. In 2016, Martin was named UK Tech CEO of the Year atthe UK Tech Awards. He holds a BA Honours degree in Management and French from Lancaster University. Dr Eben Upton CBE DFBCS FREng is a Founder oftheRaspberry Pi Foundation and serves as theCEO ofthe Group. His was previously a technical director and distinguished engineer with fabless semiconductor company Broadcom, as well as co-founder and CTO ofmobile games and middleware vendor Ideaworks3D. Between 2004 and 2007, he was director of studies in computer science at StJohn’s College, Cambridge. Eben was elected to the Fellowship of the Royal Academy of Engineering in 2017, appointed a distinguished fellow of the British Computer Society in 2019 and elected as an honorary fellowof St John’s College in 2020. He holds a BA in Physics and Engineering, aDiploma in Computer Science, a PhD inComputer Science, and an MBA from theUniversity of Cambridge. Eben was appointed a CBE in 2016 for services tobusiness and education. Richard has wide experience as a finance executive having held roles including chief financial officer of Dovetail Games Limited and Time Out Group Plc. He was also previously the group finance director at BCA Marketplace PLC, during the period of its listing on the London Stock Exchange. He has held former senior financial roles at both group and divisional level at companies including Wolseley plc, Darty plc and 21st Century Fox Inc. Richard holds an MA in Computer Science from the University of Cambridge and qualified as a Chartered Accountant with PwC in London. Sherry has 30 years of experience serving on theboards of companies, charities, government departments and universities, focusing on consumer digital, business information services, and education. As an entrepreneur, Sherry founded Interactive Investor International plc, Founders4Schools, Digital Boost and The ScaleUp Institute. Presently, Sherry chairs the remuneration committee at Pearson plc and Founders4Schools, the UK’s largest transition-to-work charity. Previous non-executive directorships include theLondon Stock Exchange Group Plc, DCMS, ZooplaPlc, RM plc, The ScaleUp Institute, Cambridge University Press and Cambridge Assessment. Shehas also previously acted asanadviser to LinkedIn, the National Gallery, theRoyal Society and NESTA. Prior to her portfolio career, Sherry founded several technology companies and invested in 70tech start-up companies and five venture capital firms. She has been awarded a CBE for services to entrepreneurship and has four honorary PhDs. #### Board of Directors 54 Raspberry Pi Holdings plc Annual Report and Accounts 2024 Strategic report – Governance – Financial statements Audit and Risk Committee Nomination Committee Remuneration Committee Disclosure Committee Sustainability Committee Committee Chair ![]() David Gammon Rachel Izzard Christopher Mairs CBE Daniel Labbad Independent Non-Executive Director Independent Non-Executive Director Independent Non-Executive Director Non-Executive Director Committee membership: Committee membership: Committee membership: Appointment: 2 June 2024 Appointment: 2 June 2024 Appointment: 2 June 2024 Appointment: 2 June 2024 David founded Rockspring in 1988, an advisory andinvestment firm where he continues to act asCEO today. He holds non-executive director appointments with ZeroRISC Inc., Wild Hydrogen Limited and The Suffolk Sur Mer Limited. Davidhas over 15 years’ experience as an investment banker, having worked for BaringSecurities, Salomon Brothers, Robert Fleming & Co., Challenger East and Crédit Lyonnais. His prior experience includes advisory roles at Thought Machine Limited, IQCapital Partners LLP, The ScaleUp Institute and Marshall of Cambridge (Holdings) Limited. He has held non-executive directorships at DeepMind Technologies Limited, Accesso Technology Groupplc, Ubisense Trading Limited, Amino Technologies plc and BGlobal plc. He was also chairman of Frontier Developments and acting CFOof Envisional Solutions Limited. David isanhonorary fellow of the Royal Academy ofEngineering. Rachel has extensive finance experience as an executive director, with senior leadership roles nationally and internationally. Since June 2023, Rachel has been the group chieffinancial officer at Co-op and is an executive director on the Co-op Group board. Rachel has 25 years of experience in airlines andlogistics. This included chief financial officerof both Aer Lingus and IAG Cargo, where she co-founded the business from the divisions ofBritish Airways and Iberia. Rachel has held a range of roles overseas in Sydney, Hong Kong andNew York. Rachel holds an honours degree in Astrophysics from Birmingham University and is also a Chartered Management Accountant. Christopher is an angel investor focused on deep tech. He is a venture partner at Entrepreneur First, former chair of UNDO Carbon and a former trustee of the Raspberry Pi Foundation. Christopher was a co-founder and chief technology officer of Metaswitch Networks, a cloud-based communications company backed by Sequoia Capital and Northgate Capital, which was acquired by Microsoft in 2020. He was also chairman of Magic Pony Technology until its acquisition by Twitter in 2016, Kheiron Medical Technologies, Nodes and Links, Phoelex and TheFuture Forest Company. He is a mentor andinvestor in several UK-based accelerators including Techstars and Seedcamp. Christopher is a fellow of the Royal Academy ofEngineering and an honorary fellow of ChurchillCollege, Cambridge, and was awarded aCBE in 2014. Daniel serves as the Director nominated by Raspberry Pi Foundation. He is a former trustee of the Raspberry Pi Foundation, and the chief executive and a member of the board of The Crown Estate, a £16 billion business, acting in the national interest across its urban, rural and marine portfolio. Prior to The Crown Estate, Daniel held a numberof positions at the global property and infrastructure group Lendlease, including group chief operating officer and the dual roles of chief executive officer, international operations, and chief executive officer, Europe, overseeing the expansion of Lendlease’s businesses in Europe, the Americas and Asia. Daniel has previously served as a director of the Green Building Council of Australia and more recently as chair of the UK Green Building Council. Daniel holds a first class honours degree in Engineering from the University of Technology Sydney, a Master’s in Business Administration from the University of New South Wales and a Master’s in Computer Science with Distinction from the University of Bath. #### Board of Directors continued 55 Raspberry Pi Holdings plc Annual Report and Accounts 2024 Strategic report – Governance – Financial statements Audit and Risk Committee Nomination Committee Remuneration Committee Disclosure Committee Sustainability Committee Committee Chair ![]() #### Our Senior Management Team isasfollows:Dr Eben Upton CBE FREngChief Executive Officer and FounderRichard Boult #### Chief Financial OfficerJames AdamsChief Technical Officer (Hardware)Mike BuffhamChief Commercial Officer Dr Gordon HollingworthChief Technical Officer (Software)Helen LynnDirector of CommunicationsCarol Copland #### General Counsel and Company Secretary Dr Eben Upton CBE FREng James Adams Chief Executive Officer and Founder Chief Technical Officer (Hardware) James Adams joined the Group in March2013 and has held various key roles within Cambridge‑based technology companies. Heco‑founded the team within Broadcom that created the VideoCore 3D graphics accelerator intellectual property and, as one of its first employees, helped to grow the start-up Argon Design Ltd, which was later sold to Broadcom. James also co-founded FiveNinjas, a media playerstart-up which ran a successful Kickstarter campaign in 2014, and worked for engineering consultancy Alphamosaic Ltd. Since March 2013, James has served as Raspberry Pi hardware lead. He served as the Existing Group’s Chief Operating Officer from September 2015 to September 2023, and since September 2023 he has served as Chief Technical Officer for hardware. James holds a Masters with honours in Electrical and Electronic Engineering from Imperial College of Science, Technology and Medicine and an Executive MBA from the Judge Business School at Cambridge University. Richard Boult Chief Financial Officer For the biographies of Dr Eben Upton CBE FREng and Richard Boult, please see Board of Directors on page 54. #### Senior Management Team 56 Raspberry Pi Holdings plc Annual Report and Accounts 2024 Strategic report – Governance – Financial statements ![]() Mike Buffham Dr Gordon Hollingworth Helen Lynn Carol Copland Chief Commercial Officer Chief Technical Officer (Software) Director of Communications General Counsel and Company Secretary Mike Buffham joined the Group in December 2016 and has served as Chief Commercial Officer sinceSeptember 2020, leading our commercial activities and global sales strategy. He has nearly40 years’ experience in senior roles in the electronics industry, including with Premier Farnell between 2009 and 2016 (acting as Global Head of Product & Pricing between 2013 and 2016) and with Arrow Electronics between 1993 to 2009 (acting as Vice President of Marketing and Product Management, EMEA between 2007 and2009). Mike holds a foundation degree in Living with Technology from the Open University. Gordon Hollingworth joined the Group inJanuary 2013 to lead software engineering activities and has extensive experience in software engineering within the semiconductor industry. Gordon was previously a software engineering manager atBroadcom and a senior consultant at TheTechnology Partnership prior tohis time at Broadcom. Gordon holds a first class Masters in electronic engineering from the University of York, a PhD in self-organising electronics, and an executive MBA from the University of Cambridge Judge Business School. Helen Lynn joined the Group in April 2014, holding various editorial, press, public relations, and social media roles until July 2024, since which time shehas served as Director of Communications. Before moving into communications, Helen built adiverse technical and analytical background, spanning web development, database administration, user support, and documentation and training, developing extensive experience of how people interact with technology and information. Helen holds an MA in Modern & Medieval Languages from the University of Cambridge and a first class BSc in Life Sciences from the Open University. Carol Copland joined the Group as a consultant in July 2018 and as an employee since June 2024. She serves as General Counsel and Company Secretary. She also served as the general counsel of the Foundation from 2018 to 2023. Carol has25 years of legal experience, including asa partner at gunnercooke llp, chief legal officer and director at Metaswitch Networks, director of legal and corporate affairs at TheQualifications and Curriculum Authority andtheExaminations and Appeals Board and anassociate at Linklaters LLP. She was chair of the Lumos Foundation until January 2025 and is currently chair of the Berkhamsted Schools Group, as well as a fellow of the Royal Society for the Encouragement ofArts, Manufactures and Commerce. #### Senior Management Team continued 57 Raspberry Pi Holdings plc Annual Report and Accounts 2024 Strategic report – Governance – Financial statements ![]() Compliance with the UK Corporate Governance Code statement The Board of Directors is committed to the highest standards of corporate governance. Asacompany with a premium listing on the London Stock Exchange, Raspberry Pi Holdings plc is required under the FCA Listing Rules (www.frc.org.uk) to comply with the provisions of the UK Corporate Governance Code 2018 (the“Code”). For the financial year ended 31December 2024, the Company has appliedthe principles and complied with therequirements of the Code since its listing inJune2024. Corporate governance framework The Board is responsible for promoting the long-term sustainable success of the Group, generating value for shareholders and contributing to wider society. The Board develops and approves the Group’s strategy andaims, and monitors financial and operational performance against agreed plans and targets. Itis responsible for ensuring an appropriate system of governance, including robust internal controls and a risk management framework thatallows the Group to achieve its strategic objectives while taking a balanced approach torisk. The Board has established the Group’s purpose, values and strategy and is responsible for ensuring that these and the Group’s culture are aligned. The Group’s strategy and business model areset out on pages 14 and 15 and detail howthe value is generated through its operations and the value chain and for the benefit ofits stakeholders. Board composition and responsibilities The Board is composed of eight members: twoExecutive Directors and six Non-Executive Directors. Two Non-Executive Directors arefemale. At the time of the IPO, the Board assessed theindependence of the Non-Executive Directors. Itdetermined all but one are independent in character and judgement and free from any business or other relationship that could materially interfere with their independent judgement. All Directors will submit themselves forre‑election at the next AGM and annually thereafter. The Board delegates certain responsibilities and authorities to its Committees. Full details oftheir responsibilities are set out in the Committees’ Terms of Reference with a summary outlined in the illustration on the right. Full details of the Board’s Terms of Reference and matters and responsibilities reserved for the decision of the Board are outlined on the Group’s website, https://investors.raspberrypi.com Division of responsibilities The Board • Providing overall leadership of the Group and establishing a robust governance framework that supports the aims of the Group • Setting the Group strategy and monitoring progress against strategic objectives • Promoting and monitoring the Group culture • Overseeing the systems of internal control and risk management • Approving and reviewing the Group’s performance against business plans and budgets • Approving the Group’s financial statements • Ensuring effective engagement with stakeholders to inform the Board’s decision making • Monitoring the activities of the Sustainability Committee (a subcommittee of the Board) Biographies of each Director can be found on pages 54 and 55 q q q q Audit and Risk Committee • Monitoring of financial integrity of the Group’s financial statements • Reviewing of internal financial controls • Monitoring the effectiveness of risk management • Monitoring and reviewing the external audit process Nomination Committee • Determining the composition and make-up of the Board of Directors and the Board Committees • Evaluating the balance of skills, experience, independence andknowledge ofthe Board • Leading the process for Board appointments Remuneration Committee • Making recommendations on the Company’s Remuneration Policy • Determining theindividual remuneration and benefits package of the Executive Directors and the Company Secretary Disclosure Committee • Ensuring timely and accurate disclosure of all information that isrequired to be so disclosed to the market to meet the legal andregulatory obligations q q q q Senior Management Team Comprising: Chief Executive Officer and Founder, Chief Financial Officer, Chief Technical Officer (Hardware), Chief Commercial Officer, Chief Technical Officer (Software), Director of Communications, General Counsel and Company Secretary. See pages 56 and 57 for further information. • Reporting to the Board and responsible for operational management of the Group • Implementing the strategy set by the Board and monitoring financial and operational performance against KPIs • Identifying and managing risks that may prevent the Company from achieving its aims and implementing controls and procedures to mitigate potential risks #### Corporate governance report 58 Raspberry Pi Holdings plc Annual Report and Accounts 2024 Strategic report – Governance – Financial statements ![]() Individual Board roles and responsibilities Non-Executive Chair • Ensuring the overall effectiveness of the Board and that it is forward looking and considers important issues facing the Company, emphasising strategy, performance, value creation, culture, stakeholders and accountability. • Promoting aculture of openness and debate and facilitating effective contribution of Non-Executive Directors. • Upholding high standards of corporate governance in compliance with the Code. Senior Independent Director (“SID”) • Providing a sounding board for the Chair. Serving as an intermediary for the other Directors and shareholders if they have concerns that are not resolved through normal channels. • Leading the Chair’s annualappraisal. Chief Executive Officer • Managing the Group on a day-to-day basis. • Developing and proposing the strategy, annual budget and business plan and commercial objectives to the Board. • Taking responsibility for all executive decisions, operational management, strategic execution and performance. • Leading the Senior Management Team. Setting and upholding the Group culture. Leading on investor relations activities. Chief Financial Officer • Financial performance of the Company. • Maintaining appropriate financial controls ona day-to-day basis. Supporting the CEO oninvestor relations activities. Non-Executive Directors • Providing objective and constructive challenge to the Board and Senior Management Team. • Support in developing strategy, drawing ontheir broad industry experience. • Objective scrutiny of financial and operational performance and risk management. Foundation appointed Director • Non-executive representative of the Foundation, through the Controlling Shareholder, appointed pursuant to the terms of the Relationship Agreement. Board meeting focus in 2024 Since the formation of the Board and listing in June 2024, the Board has focused on the following: • continuing the development of the Group strategy including the review and approval of the Group’s budget; • reviewing the performance and financial position of the Group; • reviewing the risk management framework and embedding of controls and processes appropriate to a listed company; • looked at business development; and • regularly received reports on technology roadmap of the business. Culture and responsibility The Board recognises that the tone and culture it sets impacts all aspects of the Group, the value our stakeholders place onthe Group, and our brand equity. The Group boasts an outstanding management team with over 150 years of collective experience. This has created an exceptional culture recognised for innovation, creativity and autonomy, which is not unnecessarily constrained by corporate policies and structures. Management fosters an environment where employees feel valued and entrepreneurial mindsets are rewarded. There is a minimal hierarchy, and diverse thoughts and viewpoints are encouraged. Our employee retention is a testament to the Group’s culture and ethos. #### Corporate governance report continued 59 Raspberry Pi Holdings plc Annual Report and Accounts 2024 Strategic report – Governance – Financial statements Board and Committee activities The Board held five meetings between June and December 2024. Attendance at these meetings and at scheduled Committee meetings is as follows: Director Board Audit and Risk Committee Nomination Committee Remuneration Committee Disclosure Committee Martin Hellawell 5/5 — 1/1 — 2/2 Eben Upton 5/5 — — — 2/2 Richard Boult 4/5 — — — 2/2 Sherry Coutu 5/5 4/4 — 2/2 — David Gammon 5/5 4/4 1/1 — — Rachel Izzard 5/5 4/4 — 1/2 — Christopher Mairs 5/5 — 1/1 2/2 — Daniel Labbad 4/5 — — — — Culture and responsibility continued We strive to hire employees and work with partners who have strong ethical standards. We have up to date policies, including anti‑corruption and anti-bribery policies, andprovide ongoing training to support our employees in high standards of business conduct. We are a values-led organisation and aspire to treat one another, and all our stakeholders, with respect and dignity. Allmembers of the Board have regular opportunities to engage directly with employees and partners in formal and informal forums. They make frequent visitsto our head office for formal internal presentations and have the opportunity to attend team lunches in Cambridge, allowing them to assess the Group culture. The Board believes its current approach is sufficient for its members to have a good understanding of the Group culture and workforce views, and that this approach addresses the requirement to engage with employees under provision 5 of the Code. The Board recognises that maintaining and fostering this culture and these values is critical to the Company’s continued success and that its current approach may face challenges as the business scales. Therefore,the Board will continue to reviewits engagement mechanisms. Whistleblowing policy The Company’s whistleblowing policy exists to provide employees a mechanism whereby they may, in confidence, raise concerns relating to improprieties carried out by Directors, colleagues or the Group as a whole. The policy applies to all employees, who, in addition to receiving training on our Code of Ethics and the whistleblowing policy, are required to confirm they have read and understood the Group’s expectations concerning ethical behaviour and the procedure by which they can raise an anonymous concern. Shareholder engagement Shareholder engagement is a matter reserved for the Board. The Board is committed to effective engagement withandencouraging participation from shareholders and stakeholders on an ongoing basis. TheBoard seeks to have aclear understanding of the views of shareholders and the Group’s other key stakeholders and considers them in Board discussions. Details of the shareholder engagement activities are set out on pages24and 25. Following the IPO, the Board is developing itsongoing investor relations programme tofoster open and active dialogue with the Company’s shareholders. Appointment and election Following the incorporation of Raspberry Pi Holdings plc in March 2024, members of the Board were appointed between March and June 2024. The Board comprises current andformer members of Raspberry Pi Ltd. When appointing the Non-Executive Directors, the following was weighed: • the continuity of the Board as the Companytransitioned from a private toapublic company; • the Directors’ understanding of the Company and its aims, strategies andobjectives; • the Directors’ broader experience and the perspectives they bring to the Company; • the Directors’ availability to devote sufficient time and discharge their dutieseffectively; and • the Directors’ independence. The Company engaged external law firm Linklaters to advise on the independence ofthe Non-Executive Directors. All but oneNon-Executive Director is determined bythe Board to be independent in character and judgement. Board succession and diversity Board succession planning is focused onensuring the right mix of skills and experience on the Board. All new appointments are based on merit, keeping inmind that we need a Board which is diverse and inclusive in relation to skills, experience, gender, background, personal strengths, tenure and relevant experience. 25% of the Board is female. This is a factor the Board will consider when making future appointment decisions. More information can be found inthe Nomination Committee Report on page 67. Keeping informed All Board members receive agendas and papers distributed one week ahead of scheduled Board meetings. These include reports from the Executive Directors, other members of the senior management and external advisers. The Non-Executive Directors are in regular and direct contact with the Executive Directors and other senior management outside of Board meetings, and can call uponthem for additional information they may require ahead of formal meetings. All Directors have access to independent professional advice, at the Company’s expense, where they judge it necessary to discharge their responsibilities as Directors. Induction In support of the need for an effective Board, all members participated in an induction programme in preparation for the Company’s Admission to the London Stock Exchange, provided by Linklaters and its brokers. Thepurpose of this was to help the Directors understand their responsibilities and obligations as Directors of a publicly listed company. In addition, all Board members andsenior management were provided by Linklaters with the “Life After Listing” manual, a practical guide for the operation and administration of a listed company. Both thetraining and manual contain content designed to assist the Company in complying with applicable rules and regulations, and meeting the standards of governance expected of a premium listed company. Going forward, all new Board members willbe provided with a tailored induction programme in the form of background information, formal and informal meetings and site visits in order to give them asoundintroduction into the Group’s activities,operations, strategy, culture andgovernance structure. #### Corporate governance report continued 60 Raspberry Pi Holdings plc Annual Report and Accounts 2024 Strategic report – Governance – Financial statements ![]() Board and performance evaluation An internal Board evaluation takes place annually and is led by the Chair. In 2024, theevaluation process took the form of an internal survey distributed to the members ofthe Board, with findings discussed at the Board and Nomination Committee meetings held in November 2024. The evaluation concluded that the Board is effective in discharging its duties, that the Board meetings are effective, and that the Board continues to adapt to being a PLC Board. Collectively, the Board feels that all members make valuable contributions insideand outside of Board meetings, provide diverse views and respect each other’s contributions. The evaluation of the Chair concluded thatheperforms well in his role, leads the Board effectively, ensures Board members work well together, brings clarity to complex and diverging issues, and makes a clear andpositive impact for management andstakeholders. The evaluation of the Executive Directors concluded that they are performing well in their roles in leading the business and that they did an admirable job delivering the IPO in 2024. Both Executive Directors are settling into their responsibilities as leaders of a publicly listed company. The Board recognises that additional training, development, knowledge and support may be required. The evaluation also resulted in several recommendations, which are summarised below. Recommendation from FY 2024 Boardevaluation Actions for FY 2025 Review the frequency of Board meetings and allocate more time for the Board meetings totake place. Review scheduled Board meetings between the end of June and mid-September to close a three-month gap. Ensure sufficient time is available to discuss agenda items fully. With the focus in 2024 primarily being on the IPO, increase the time spent discussing strategic matters. Schedule a Board meeting dedicated to strategy or commit to an additional “strategy day” to focus on the business' strategic issues rather than procedural matters. Ensure Board members havesufficient time to consider papers. Review the Board and Committee meeting process including the circulation of papers before meetings toensure they are distributed in a timely manner. Increase focus and discussionon risk management, appetite and oversight in Board meetings. Increase time allocated to reviewing and evaluating key strategic, current and potential risks and opportunities, as well as risk appetite in Board meetings. Strengthen the administrative support to the Board. With the additional administrative requirement of being a PLC Board, ensure we have sufficient internal resources to provide the administrative and company secretary support the Board now requires. In addition to the internal evaluation process, the Board intends to run an independent evaluation with the support of external advisers every three years. The next independent Board evaluation is due to take place in 2027. Conflicts of interest and external appointments There are no actual or potential conflicts of interest between any duties owed to the Company by the Directors and members of senior management and their private interests and/or other duties, and no arrangements or understandings with the Principal Shareholder, any other major shareholders, customers, suppliers or others pursuant to which any Director or member of senior management was conflicted. The Board reviews any new potential conflicts of interest at each board meeting; such reviews are carried out in accordance with the Code, the Companies Act 2006, and, in respect of the Foundation nominated director, the Relationship Agreement. Information on Controlling Shareholder(s) can be found in Note 30 to the financial statements. #### Corporate governance report continued 61 Raspberry Pi Holdings plc Annual Report and Accounts 2024 Strategic report – Governance – Financial statements ![]() #### “The Committee playsa crucial role in theCompany’s governanceframework, providingindependent challenge #### and oversight ofaccounting, financialreporting, internalcontrol, and risk #### management processes.” Rachel Izzard Chair of the Audit and Risk Committee Committee members As at the date of this report, the Committee comprises three Independent Non-Executive Directors: • Rachel Izzard (Chair); • David Gammon; and • Sherry Coutu CBE. Overview and responsibilities As Chair of the Audit and Risk Committee, Iam pleased to present the Committee’s first report as a listed company for the period ended 31 December 2024. This report covers the Committee’s responsibilities and how it has discharged them over the year. It was a busy year and one of big change for Raspberry Pi with the successful listing on the main market. The team have made good progress in moving their processes, systems, controls and culture from being fit for a small private company to those needed for a listed company with significant scale expectations, but without losing their unique identity. Thecommittee has been pleased to support the team in taking these steps as well as to provide them with appropriate support and challenge on their accounting judgements, with the growth strategy driving larger balances in inventory and the requirement forthe appropriate level of funding. Furtherinformation later in the report. I would like to thank the management team and all Committee members for their valuable contributions which support the work of the Committee. The Committee has been established by the Board primarily for the purpose of overseeing theaccounting, financial reporting, internal control and risk management processes oftheCompany and the external audit of theGroup’s financial statements. As a Committee, weareresponsible for assisting the Board’s oversight of the quality and integrity of the Company’s external financial reporting and statements, and the Company’s accounting policiesand practices, and we work to create a culture – both within the Committee’s work andRaspberry Pi more broadly – which recognises the work of, andencourages challenge by,the externalauditor. The Audit and Risk Committee of Raspberry Pi Holdings plc was formally established by theBoard following completion of the listing process. Raspberry Pi Ltd, the principal operating company of the Group prior to listing, also operated with an Audit and Risk Committee whose responsibilities and Terms of Reference were similar and was chaired by myself with its other Independent Director being David Gammon. This report covers the activities ofboth Committees. The responsibilities of the Committee areto: • ensure compliance with relevant financial reporting standards; • maintain effective internal controls and risk management processes; • facilitate transparent communication with the external auditor; and • oversee the integrity of financial statements and disclosures. In its meetings in 2024, the Committee reviewed key risks, internal control processes, accounting matters and the financial statements anddisclosures included in theGroup’s Prospectus, interim financial statements andfull year accounts. Due to the level of activity in the year the Committee met management and advisors in further sessions to ensure appropriate challenge andsupport through critical areas. Thecommittee Chair also separately meetswith the external audit partner todiscuss their reports as well as any relevantissues. As Committee Chair, I am available to engage with any shareholders who would like to discuss the work of the Committee, including the scope or effectiveness of the external audit. There were no requests from shareholders since the June IPO for any specific matters to be covered in the audit. Ilook forward to taking any shareholder questions at our forthcoming AGM in May2025. Audit and Risk Committee meetings and activities The Committee considers reports on compliance activities as well as fraud and whistleblowing reports. We also monitor the financial reporting and risk management procedures, discuss the Group’scontrol environment, review the workundertaken bythe external auditor and consider any significant legal claims and regulatory issues in the context of their impact on financial reporting, each on a regular basis. Other prominent themes in the Committee’s work throughout 2024 included: • continued attention to the application of Raspberry Pi’s accounting policies, key judgements and key areas of estimation asdescribed in the financial statements; • development and implementation of controls and processes appropriate to alisted Group; #### Audit and Risk Committee report Oversight of risk and reporting in the first year as a listed company 62 Raspberry Pi Holdings plc Annual Report and Accounts 2024 Strategic report – Governance – Financial statements Audit and Risk Committee meetings and activities continued • review of the Group’s approach to compliance across products and with legal and regulatory requirements and the resourcing of these functions; • oversight of the accounting treatment relating to the capitalisation and review forimpairment of intangible assets; • focus on emerging developments in the regulatory landscape, including new or anticipated requirements relating to fraud prevention and internal assurance and control frameworks; • development of a programme of activity and agendas for the newly formed Committee; and • considered the Group’s financial risk management in respect of hedging of relevant financial exposures and the Group’s management of liquidity and approved revised policies in respect of the management of these risks. The Committee also receives technical updates, including on matters such as accounting standards and the audit and governance landscape, and members are able to request specific or personal training as appropriate. In preparation for the IPO the Committee met formally twice as the Committee of Raspberry Pi Ltd as well as informally numerous times to check progress. In addition to approving the 2023 accounts, significant work was done to ensure robust corporate governance foundations, including enhancing policies and procedures in risk assessment, internal controls, and financial reporting. Thisalso included a Financial Position andProspects Procedures (“FPPP”) Report produced by Swan Partners, investment inresources and technology to improveaccounting controls, and establishing the framework for the Committee’s operations. The Committee met four times from Admission to 31 December 2024, focusing on approving the Committee’s ways of working and annual work plan through FY2025, reviewing the recommendations ofthe FPPP Report, briefings on key risks andinternal controlprocesses, monitoring improvements to accounting processes (e.g.whistleblowing and the adoption oftheNon-Audit Services Policy), and updates on compliance, cybersecurity andengineeringresources. A crucial part of the Committee’s work isoverseeing the external auditor, Grant Thornton, which was appointed as externalauditor for the year-end audit. TheCommittee has reviewed the effectiveness and independence of GrantThornton and recommends its reappointment at the Company’s 2025 AGM. Additional meeting attendees The Chair, Chief Executive Officer, Chief Financial Officer, Group Financial Controller, General Counsel and Group’s auditor are invited to attend all meetings. Other executives and senior managers from the finance function and across the business also attend meetings during the year, as invitees of the Committee or to discuss particular items of business. This direct contact with key leadership augments the Committee’s understanding of the issues facing the business. In addition to the Committee’s formal meeting schedule, members meet as needed with the external auditor, Chief Financial Officer, Group Financial Controller and General Counsel inorder to keep abreast ofall relevant matters within the Committee’sremit. Committee evaluation As a recently established committee with less than a year’s operation in its listed company form the Committee has yet to undertake an evaluation of its performance. Fair, balanced and understandablereporting In response to the Code’s Principle N, theCommittee considered whether the 2024Annual Report is fair, balanced and understandable. In making this assessment, we considered the following areas: • the process for preparing the report, including the contributors, the internal review process, and how feedback is addressed throughout the process; • the business review narratives presented; and • the discussion of reported and underlying results throughout the report. The Committee was satisfied that, taken as a whole, the Annual Report is fair, balanced and understandable. We reported this conclusion to the Board. Financial reporting and policies In March 2025, the Committee considered the 2024 preliminary results announcement and Annual Report and Accounts, including the financial statements, Strategic Report and Directors’ Report. The significant issues considered by the Committee relating to the 2024 financial statements are as follows: Critical judgements and estimates The Committee conducted thorough reviews of the critical judgements and estimates made by management in preparing the financial statements, focusing on their rationale, compliance with accounting standards, well‑documented assumptions, and reliable data. The focus of the review was on ensuringappropriate policies, processes andjudgements were applied in the Group’s firstyear as a public interest entity. • Capitalisation of internal developmentcosts: The Committee assessed the criteria for capitalising internal development costs related to pipeline products, ensuring compliance with IAS 38 “Intangible Assets”. It reviewed the capitalisation threshold and confirmed that costs were capitalised onlywhen directly attributable, reliably measurable, and related to technically feasible and commercially viable new products. Management assessment also indicates that forecasted profit margins exceeded capitalised costs. #### Audit and Risk Committee report continued 63 Raspberry Pi Holdings plc Annual Report and Accounts 2024 Strategic report – Governance – Financial statements Financial reporting and policies continued Critical judgements and estimates continued • Determination of cash-generating units (“CGUs”) for development projects: The Committee evaluated the identification of CGUs for impairment testing, ensuring alignment with IAS 36. It reviewed management’s determination that the semiconductor CGU encompasses the Group’s pipeline development activities, given the significant interdependencies within projects. The recoverable amount ofthe semiconductor CGU was assessed based on the collective earnings of products incorporating these developments. • Inventory provision: The Committee reviewed management’s approach to determining net realisable value, ensuring appropriate provisions for obsolescence, slow-moving stock, and technological advancements. It assessed factors including market demand, pricing trends, and projected sales volumes over athree-year period. The external auditor’s review confirmed the reasonableness of the inventory provision, which amounted to$6.2million in 2024 (2023: $8.9 million). A10% decrease in estimated future demand would increase the provision by$0.5 million. • Taxation: The Committee reviewed the estimates made in determining taxable profit and the recognition of deferred taxes. Key estimates include assessing potential challenges fromtax authorities and evaluating the recognition of Research & Development Expenditure Credit (“RDEC”) claims. The Committee reviewed these matters and agreed with Management’s assessment of the variety of possible outcomes and their conclusion recognising that it isreasonably plausible that actual taxclaims submitted could vary from the accounting estimate. Critical judgements and estimates (IPO-related) The Audit and Risk Committee reviewed the critical judgements and estimates related toRaspberry Pi Holdings plc’s Admission tothe London Stock Exchange. This comprehensive review focused on areas significantly impacted by the IPO, ensuring accurate financial statements and compliance with accounting standards. • Assumptions on IPO share awards: The Committee reviewed management’s estimation of the grant date share price and the expected five-year option life for share-based payments under IFRS 2. Itconfirmed that the grant date was appropriately determined as 11June 2024, based on the mutual understanding of the awards’ terms between the Company and employees. Sensitivity analyses were performed, with the Committee validating that a 20% increase in the grant date share price would increase the fair value of awards by $5.1 million, and a 30% increase would result in a $7.7 million impact. • Classification of transaction costs associated with the issue of shares: The Committee scrutinised the $10.3 million in transaction costs relating to the IPO, ensuring correct classification under IAS32. Of this, $7.6 million was directly attributable to share issuance and deducted from share premium, while the remaining $2.9 million, relating to post-listing compliance, legal and advisory costs, was classified as non-recurring administrative expenses. The Committee agreed that management’s treatment of these costs was appropriate. • Determination of the functional currency of the parent entity: The Committee supported management’s assessment under IAS 21 that Raspberry Pi Holdings plc’s functional currency should align with that of its subsidiary, Raspberry Pi Ltd. Given the predominance of US Dollar transactions and cash flows, this determination was deemed appropriate. Conclusion The Committee, supported by Grant Thornton’s audit report, confirmed that thesejudgements were based on sound accounting principles and consistently applied, and reflected appropriate levels ofconservatism and risk management. Going concern and viability At each reporting date, management considers the factors relevant to support astatement of going concern included inNote2.4 to the financial statements. TheCommittee reviews and challenges management’s conclusions so that we may,inturn, provide comfort to the Board that management’s assessment has beenconsidered and challenged, and isappropriate. The Committee carefully reviewed management’s going concern conclusion based on the Group’s latest cash and debt position. Downside case assumptions werereviewed, run with sustained reducedproduction and cost increases. Inallcases, the Group retained a funding surplus, confirming the ability to meet firmcommitments over the period to 30April2026 from the date of signing thefinancial statements. The Committee subsequently recommended to the Board that the Group continues to use the going concern basis in preparing its financial statements. The Committee also reviews and challenges management on the sensitivity analysis performed to support the Group’s viability statement, included in the Strategic Report on page 51. The viability statement review included assessing both the operational and corporate risks identified by management. Following this challenge, the Committee recommended approval of the viability statement to the Board. #### Audit and Risk Committee report continued 64 Raspberry Pi Holdings plc Annual Report and Accounts 2024 Strategic report – Governance – Financial statements Risk assessment, assurance andintegrity A key role of the Committee is to provide oversight and support to the Board with regard to the integrity of the Company’s procedures for the identification, assessment, management and reporting of risk. In fulfilling its remit, the Committee remains mindful that effective riskmanagement is essential to executing Raspberry Pi’s strategy, achieving sustainable shareholder value, protecting the brand and ensuring good governance. During 2024, the Committee had oversight of management’s approach towards risk identification and monitoring. Raspberry Pi’s risk management approach has evolved in line with the structure of the business reflecting the small size of its operations and the close proximity of Executive Management to its operations. The Committee and Board regularly review and challenge the rigour of management’s risk scanning and challenge judgements being made in response to risks. The Committee considers that Raspberry Pi’s risk management approach is robust and proportionate, and facilitates a culture of accountability and ownership among business leaders with a particularly strong focus on operational risks. In 2024 the Committee and Board have taken steps to develop a more strategic approach to risk and its management. Our organisation prioritises risk governance at the highest level, led by the Board of Directors. The Board, often supported bytheAudit and Risk Committee, is responsible for representing the interests ofall stakeholders regarding risk matters. Itoversees and approves the overall riskmanagement strategy, defining the organisation’s risk appetite and ensuring effective governance of the risk environment by Executive Management. The Audit and Risk Committee operates under the Terms of Reference that outline itsresponsibilities and accountabilities inproviding effective risk governance as delegated by the Board. Internal audit The Group does not presently have an internal audit function. As a private company with a small headcount and operating from a single location, management and the Board were able to gain adequate direct assurance that for its existing risk profile the controls ofthe Group were sufficient and effective. Aspart of the preparation for the listing a wide review of the controls and processes required of a listed Group was undertaken. The Committee has undertaken a review ofthe implementation of these findings together with a review and assessment ofthekey controls identified in an exercise conducted by management with the assistance of third-party consultants. After listing, the Committee reviewed the need for an internal audit function and concluded that with the growing size of thebusiness’ operations and its increasing obligations as a public company an internal audit function should be created during the first half of 2025. Audit and Risk Committee compliance statement The Audit and Risk Committee ensures high standards of corporate governance and financial oversight, operating under formal Terms of Reference aligned with the UK Corporate Governance Code and the FRC Minimum Standard for Audit Committees and Audit Quality. In line with the FRC Minimum Standard, theCommittee has: • Financial reporting and internal controls: Reviewed the integrity of the financial statements, assessed critical estimates and judgements – including those related to the share reorganisation and IPO – andensured appropriate application of accounting policies. • External audit oversight: Evaluated the auditor’s effectiveness and objectivity,overseeing the audit process and tendering approach. Considered auditor independence given the lead auditpartner’s role with the Principal Shareholder and $1.4 million in non-audit services related to the listing. Concluded that safeguards were sufficient to mitigate independence concerns. • Reporting: Documented and reported their activities. There have been no shareholder requests regarding audit scope. • Whistleblowing and fraud prevention: Monitored the Group’s whistleblowing, fraud prevention, and internal controls to uphold financial integrity. • Audit quality and challenge: In alignment with these standards, the Auditand Risk Committee proactively enhanced its practices throughout the year. Key steps included: – conducting a thorough review of responsibilities concerning external audits to ensure fair management of non-audit relationships and to promote diverse auditor selection; – utilising Audit Quality Indicators to evaluate the effectiveness of the audit process, focusing on measurable outcomes; and – documenting activities in compliance with the new and proposed UK Corporate Governance Code. #### Audit and Risk Committee report continued 65 Raspberry Pi Holdings plc Annual Report and Accounts 2024 Strategic report – Governance – Financial statements Audit and Risk Committee compliance statement continued Independence and performance oftheexternal auditor The Audit Committee has conducted an evaluation of the external audit process, assessing the effectiveness, independence, and quality of work performedby Grant Thornton. This evaluation incorporated feedback from bothmanagement and Committee membersto ensure an objective and thorough assessment. Grant Thornton was appointed as the Company’s external auditor for the first time this year, having previously served as auditor to the Company’s trading subsidiary since 2012. The Committee has reviewed their performance in this new capacity and, following due consideration, recommends their reappointment at the May 2025 Annual General Meeting. Grant Thornton provided non-audit services related to their reporting accountant role on the Company’s Prospectus. To safeguard independence, the Committee implemented stringent measures, including pre-approval processes for all non‑audit services, fee caps for non-audit services, and use of separate teams tomitigate potential conflicts of interests. The Committee will conduct an audit services tender at least every ten years to ensure the independence of the external auditor is safeguarded. The Company was formed in March 2024 and accordingly it is currently expected that the next tender process will take place in 2034 for audit services to begin in the year ending December 2034. When considering the appropriate time to conduct an audit tender, the Committee takes into account the benefit of an incumbent firm with deep knowledge of the Group’s operations enabling an efficient and high quality audit, the independence and objectivity of the appointed auditor and audit partner and the results of the assessment of audit effectiveness. The current audit partner has been the auditor of the Group’s trading subsidiary for four years (including December 2024) and will accordingly be required to rotate off the audit following the year ending December 2025. The Committee confirms it has fulfilled its responsibilities under the FRC Minimum Standard, reinforcing the Group’s commitment to robust audit quality andgovernance. The Committee is satisfied that these measures have effectively maintained the independence of the external auditor. UK Corporate Governance Codeupdate In January 2024, the FRC released an updated UK Corporate Governance Code, with implementation set for the year ending 31 December 2025, for most provisions. Notably, enhanced internal control requirements will be effective for the year ending 31 December 2026. The Audit and Risk Committee plans to collaborate with management to define the scope of material internal controls and determine the extent ofinternal attestation work necessary to support the Board’s declaration of control effectiveness, leveraging its established controls programme. This comprehensive approach not only aims to meet regulatory expectations but also strives to build trust with stakeholders through enhanced governance practices. Conclusion The Committee’s work ensures that the Company’s governance structure is robust, effective and transparent. We are committed to maintaining the highest standards of corporate governance as we embark on our journey as a public company. Rachel Izzard Chair of the Audit and Risk Committee 1April 2025 #### Audit and Risk Committee report continued 66 Raspberry Pi Holdings plc Annual Report and Accounts 2024 Strategic report – Governance – Financial statements ![]() #### “On behalf of the Board,Iam pleased to presentthe NominationCommittee Reportfortheperiod ended #### 31December 2024 which #### provides a summary #### oftheCommittee’s roleandactivities.” Martin Hellawell Chair of the Nomination Committee Committee members andattendance • Martin Hellawell (Chair); • Christopher Mairs CBE; and • David Gammon. Under the Code a majority of the members ofthe Committee should be Independent Non-Executive Directors and during 2024 the Committee complied with this requirement. Meetings are held at least once a year andotherwise as required. The Committee met once from the time of the IPO to 31December 2024 with all members in attendance. In addition to the Committee members other attendees included members of the Board and the Company Secretary took the minutes of the meeting. The Chair ofthe Committee reports to the Board on the Committee’s proceedings in respect of all matters within its duties and responsibilities. Role and responsibilities of the Nomination Committee The role of the Committee is set out in its Terms of Reference, which can be found onthe Company’s website. The Nomination Committee assists the Board of Directors in determining the composition and make-up of the Board of Directors, the Board Committees, and the Chair of each Board Committee. It is also responsible for periodically evaluating the balance of skills, experience, independence and knowledge on the Board of Directors. Itleads the process for Board of Directors appointments and makes recommendations to the Board of Directors, taking into account the challenges and opportunities facing the Company in the future. The Nomination Committee is responsible for the following key activities: • regularly reviewing the structure, size and composition of the Board; • putting in place and keeping Board succession plans under review; • considering and reviewing the Board’s policy on diversity; • ensuring that appointments and succession plans are based on merit and objective criteria; • making recommendations on the composition of the Board Committees; • reviewing annually the time required from Non-Executive Directors; • reviewing the results of the Board evaluation process and its own performance; • ensuring that new Directors receive a full, formal and tailored induction; and • reporting to the Board after each meeting on all matters within the Committee’s duties and responsibilities. Activities during 2024 The Nomination Committee meeting heldinNovember focused on the Board performance review and the annual reviewand approval of the Committee’s Terms of Reference. Annual Board and Committee evaluation A formal internal evaluation of the Board andCommittee was undertaken in November2024. The Directors were asked tocomplete a comprehensive questionnaire anonymously to rate the effectiveness of theBoard andtheCommittees and submit feedback. The results were then discussed atthe nextBoard meeting. Further details onthe performance review and the results can befound in the Corporate Governance Statement on page 61. Annual review of Committee’s Terms ofReference The Committee’s Terms of Reference were reviewed and approved by the Board in June and November 2024. Key activities planned for 2025 The Committee’s focus areas for 2025are: • review the composition of the Board and the Committees in light of expected changes later in 2025 (referto Board Composition and Succession Planning); • monitor the implementation of the recommendations from the 2024 Board evaluation; • review the diversity policy; and • evaluate training needs for Executive and Non-Executive Directors. #### Nomination Committee report 67 Raspberry Pi Holdings plc Annual Report and Accounts 2024 Strategic report – Governance – Financial statements Board composition and successionplanning Board succession planning is focused on ensuring the right mix of skills and experience on the Board. All new appointments are based on merit, keeping in mind that we need a Boardwhich is diverse and inclusive in relation to skills, experience, gender, background, personal strengths, tenure and relevant experience. Women represent 25% of the Board at the year end which is below where wewould like to be. Diversity is a factor the Board will consider when making future appointment decisions. We satisfy the ParkerReview recommendations to have atleast one board director from an ethnic minority background. Christopher Mairs intends to retire in September 2025 which will mark ten years of service to Raspberry Pi. As a former trustee of the Foundation and long-standing Director of Raspberry Pi Ltd and latterly of the Company, Christopher has been a remarkable voice in the Raspberry Pi journey combining formidable technical expertise with commercial acumen and pragmatism. Inrecent years Christopher has led the work of the Sustainability Committee and been pivotal in driving its success. I would like to thank Christopher personally and on behalf ofthe Group for his exceptional service. Formore information about our sustainability work please see page 32. We will reflect on the Board and Committee composition during 2025; while we have noimmediate plans to recruit a successor to Christopher, wewill be considering how best to reorganisethe Committee’s membership andensure that weare optimising existing Directors’ contributions. Diversity on the Board andCommittees I am delighted that we have a very diverse Board. We have Board members from verydifferent social backgrounds and upbringings, and a strong array of different personality types, skill sets and experience. One Board member self-identifies as being ofmultiple ethnic groups; five members identify as being neurodivergent or having adisability. While only two out of eight members of the Board are female they bothchair key Committees of the Board: Sherry Coutu is SID and Chair of the Remuneration Committee and Rachel Izzard is Chair of theAudit and Risk Committee. We believe the current composition and size of the Board is in the best interests of the Company and a change would not be appropriate at this time. We recognise the importance of gender balance on the Board and are pleased to have taken part in the FTSE Women Leaders Review in 2024. Werecognise we do not meet all levels ofPLC Board diversity recommendations andwe are acutely aware of this. This is absolutely a factor the Board will consider when making future appointment decisions and we strongly support diverse boards. In accordance with diversity disclosures pursuant to Listing Rule6.6.6R, the UK Financial Conduct Authority (“FCA”) requires listed companies to disclose in a prescribed format information on the diversity of their board and executive committee. The Listing Rules require listed companies tostate whether they have met certain targets on board diversity. Theinformation in the table below is at 31December 2024, which isthe date selected as the reference date. The targets for a listed company set out inthe Listing Rules arethat: • at least 40% of the individuals on itsboard of directors are women; • at least one of the following senior positions on its board of directors isheld by a woman: the chair; the CEO; the CFO; or the SID; and • at least one individual on its board of directors is from a minority ethnic background. #### Nomination Committee report continued 68 Raspberry Pi Holdings plc Annual Report and Accounts 2024 Strategic report – Governance – Financial statements ![]() Diversity on the Board andCommittees continued As at the reference date, the Board met two out of three of the above targets as set out in the tables below 1 . The composition of the Board has not changed since the reference date. TheCompany surveyed its Board and Executive Management team toask them toconfirm how they should be identified for gender and ethnic background, as well as information about their socio-economic background, heritage, education and disability. The survey was voluntary and responses were received from each member of the Board and Executive Management which confirmed how they should be identified. The above data has been collatedfrom those survey responses. Review of independence In line with the UK 2018 Code, during theyearthe Committee also reviewed the independence of the Non-Executive Directors and confirmed to the Board that it considers each of the Chair and the Non-Executive Directors to be independent in accordance with the Code other than Daniel Labbad, whoserves as the Director nominated by theFoundation. Re-election of Directors at the AGM In accordance with the provisions of theCode, all Directors will retire at the forthcoming AGM of the Company andtheBoard has recommended their reappointment. In reaching its decision torecommend reappointment, the Board acted on the advice of the Committee. TheCommittee is satisfied that all the Directors devote sufficient time to their duties and demonstrate commitment to theirroles. Note that Christopher Mairs isexpected to retire from the Board in September 2025. Martin Hellawell Chair of the Nomination Committee 1April 2025 #### Nomination Committee report continued 69 Raspberry Pi Holdings plc Annual Report and Accounts 2024 Strategic report – Governance – Financial statements Number of Board members Percentage of the Board Number of senior positions on the Board (CEO, CFO, SID and Chair) Number in Executive Management Percentage of Executive Management Number of employees\* Percentage of employees Men 6 75.0% 3 5 71.5% 78 69.0% Women 2 25.0% 1 2 28.5% 35 31.0% Not specified/prefer not to say — — — — — \* Number of employees excludes members of the Executive Management. Number of Board members Percentage of the Board Number of senior positions on the Board (CEO, CFO, SID and Chair) Number in Executive Management Percentage of Executive Management White British or other White (includingminority-White groups) 6 75.0% 3 6 85.7% Mixed/multiple ethnic groups 1 12.5% — — — Asian/Asian British — — — — — Black/African/Caribbean/Black British — — — — — Other ethnic group — — — — — Not specified/prefer not to say 1 12.5% 1 1 14.3% 1 “Executive Management” is defined above using the prescribed definition in the Listing Rules. This is defined as the most senior executive or managerial body below the Board. AtRaspberry Pi, this is the Senior Management Team (“SMT”), which has day-to-day responsibility for the operation of the business. The SMT includes the Executive Directors. ![]() Statement by the Chair of the Remuneration Committee #### “We are focused on #### ensuring that our remuneration policies and practices attract, retain, #### and motivate exceptional #### talent, reward market outperformance, and #### deliver sustainable growth #### for our shareholders.” Sherry Coutu CBE Chair of the Remuneration Committee Committee members • Sherry Coutu CBE (Chair); • Christopher Mairs CBE; and • Rachel Izzard. On behalf of the Board, I am delighted to present the first Directors’ Remuneration Report forRaspberry Pi Holdings plc, following our successful Admission to the London Stock Exchange in June 2024, and our subsequent inclusion as a constituent ofthe FTSE 250 inSeptember 2024. The key features of our Directors’ Remuneration Policy were disclosed in our listing Prospectus. Since Admission, we have finalised the finer detail of our Remuneration Policy and we will be formally submitting ourfull Directors’ Remuneration Policy for shareholder approval at the upcoming AGM. There will also be an advisory vote on our Annual Remuneration Report, which sets outthe approach we have taken to executive pay since our listing. Performance context This has been a year of substantial change and achievement across the business. TheIPO has inevitably been the main focus of the Company over the last year, marking the culmination of several years of hard work and preparation. The listing of Raspberry Pi was the first successful IPO in the London market for a period of time, raising £178.9million (c.$225.0 million), including £31.4 million ($40.0 million) for the Company. The Company has performed strongly in thecapital markets since Admission, with strong share price growth on the offer price, reflected in our inclusion in the FTSE 250 index in September 2024. Our Remuneration Policy In advance of Admission, the Remuneration Committee undertook a detailed review of the Company’s approach to executive remuneration. It has adopted a remuneration policy for Executive Directors that is designed to attract, retain and motivate talent, reward outperformance of the market, and deliver sustainable growth for our shareholders. The proposed Remuneration Policy was summarised in the Prospectus and is based on astandard market approach, combining base salary, pension contributions (or cash allowance),benefits, an annual bonus plan and a performance-based Long-Term Incentive Plan.We have aligned the pay framework with market and investor expectations in terms ofbest practice features, including the operation of shareholding guidelines that will continue post-employment, and a pension contribution aligned with that available for the wider workforce. The Executive Directors hold 4,775% and 1,008% of their salaries in shares, more than satisfying the shareholding guidelines adopted, and ensuring strong alignment with ourshareholder base. As mentioned above, there are no major changes in this proposed Directors’ Remuneration Policy from the approach set out in the Prospectus. Recognising that our Policy will be in place for up to three years, the Committee consulted with material shareholders on two amendments and as a result this maiden Policy has increased the maximum LTIP award to 250% of salary in order to provide headroom. Operating in line with the Prospectus and within the Policy, we are proposing that both Directors are eligible to receive LTIP awards of up to 200% of salary for 2025. Furthermore, this headroom would not be utilised in future years without consulting with shareholders. Intotal, we looked to consult with all shareholders holding more than 0.4% ofshare capital, covering 83% of our shareholder register, before proceeding with this limited change, and there was a positive response to thischange. In deciding to introduce a modest amount ofheadroom, the Committee reflected on thefollowing points: • Raspberry Pi anticipates that the size and scope of the business will increase over the coming years – the Committee would like to retain a level of flexibility to make a higher LTIP award level in future years should this be appropriate in the context of any change in the scope of roles and would engage with shareholders before anychange to their current award levels. • Our recruitment policy will limit variable payfor any new hire to the maximum limitsin the Policy. While we are not anticipating significant recruitment needsin the near term, the flexibility tocalibrate apackage that can attract leadingexecutive talent into the business,particularly from the technology sectorwhere equity compensation is commonplace, isimportant. • Adding the headroom would allow a rebalancing of the package should the Committee consider that appropriate, i.e.placing more emphasis on long-term variable pay and reducing focus on fixedpay. #### Remuneration Committee report 70 Raspberry Pi Holdings plc Annual Report and Accounts 2024 Strategic report – Governance – Financial statements Statement by the Chair of the Remuneration Committee continued Our Remuneration Policy continued The Remuneration Committee is mindful ofthe sector that the Company operates inand the need to operate remuneration arrangements that are competitive not just against UK-listed peers, but also US and other international peers. The Committee believes this proposed Policy represents a competitive and motivational framework thatwill allow Raspberry Pi to meet its talentneeds and execute the strategy laid outat the time offloatation. The Committee also consulted on a potential disapplication of annual bonus deferral into shares where the shareholding guidelines are met. The Committee decided on balance to retain this feature of the pay framework to align with the approach set out at Admission but will keep this feature under review in the coming years should the market evolve significantly on this point. Implementation for 2025 In terms of how we will operate our pay framework in 2025, the Committee has approved a salary increase of 2% for both the Chief Executive Officer and Chief Financial Officer to the salaries that were set on Admission. This is in line with the approach being adopted for the wider workforce. Incentive opportunities will be set in line withour Policy: • annual bonus opportunity of 150% for bothDirectors; and • LTIP opportunity of 200% of salary for bothDirectors. Both awards will be subject to stretching performance measures. The annual bonus will be based on adjusted operating profit (75%) and a strategic target based on increasing unit sales (25%). The targets that will apply are commercially sensitive and will be retrospectively disclosed in next year’s Annual Report. We will be granting our first performance-based LTIPs later this year. Theawards for the Executive Directors will bebased on cumulative adjusted EPS (67%) and relative TSR (33%) against the FTSE 250, excluding certain industries. Targets will beassessed over three years, and awards toExecutive Directors will also be subject toa two-year holding period in line with governance best practice. More details on the targets that will apply for our LTIP awards are set out on page 83. The impact of Admission Prior to Admission, and as disclosed in the Prospectus, the Company operated a growth sharemanagement LTIP. This scheme vested at Admission and therefore no longer operates. This plan operated on a broad participatory basis across the business. Further information on these awards is set out on page 86. The vesting of these awards was subject toa challenging value growth hurdle based on the value of Company shares when the awards were made. Theirvalue on vesting is therefore a testament to Raspberry Pi’s remarkable growth journey over recent years, a growth trajectory that has persisted now that we area listed business to the benefit of all ofour new shareholders. Upon listing, the Committee decided to make aone-off grant of market value options as “Admission Awards”. The Admission Awards were put in place to recognise the contribution from colleagues in preparing for and delivering Admission, to celebrate the milestone achievement of joining the listed market, and to incentivise the Executive Directors and broader colleagues to deliveroutperformance in the initial period post‑Admission. Again, these awards were made on a broad basis across the Company, with details disclosed inthe Prospectus. BoththeCEO and the CFO participated in these awards. The purpose of these awards is to motivate and reward value creation in our early days as a listed business. By structuring the awards as market value options, participants will only benefit based on the share price remaining above and growing on the offer price at IPO. These awards will vest after three years for all participants, after which point they can be exercised. Incentive outcomes for 2024 In 2024, the Company established ambitious goals at the outset of the year, which were integrated into the bonus targets, with a 70% emphasis on Financial targets and 30% on Strategic targets. The Financial target focused on adjusted operating profit, while the Strategic targets concentrated on board unit sales and sustainability. Despite the Company's resilient performance during this unique year, which aligned with market consensus, the challenging financial target set by the Board was not achieved, and thestrategic targets were only partially accomplished. As a result, the Committee approved a total bonus of 10% of the maximum, reflecting our commitment toaligning pay with performance. Furtherinformation is set out on page 85. Concluding remarks The Committee as a whole remains committed to ensuring that responsible decisions are made around pay. We welcome the views of our shareholders and will aim to best represent these views wherever possible in our proposals, while ensuring that our remuneration packages remain fair and competitive. I look forward to your support on both our Directors’ Remuneration Policy and our Directors’ Remuneration Report at the forthcoming AGM. Sherry Coutu CBE Chair of the Remuneration Committee 1April 2025 #### Remuneration Committee report continued 71 Raspberry Pi Holdings plc Annual Report and Accounts 2024 Strategic report – Governance – Financial statements ![]() Directors’ Remuneration Policy This part of the report sets out our Directors’ Remuneration Policy (the “Remuneration Policy”). ThisPolicy will be subject to a binding shareholder voteat the 2025 AGM and will apply to payments madefrom the date of approval. The information provided in this section of the Remuneration Report isnot subject to audit. Policy table The Company’s remuneration framework for Executive Directors is intended to combine basesalary, pension contributions (or cash allowance), benefits, an annual bonus plan and long-term incentive. The terms and operation of each element of pay are set out below. Base salary Purpose and strategiclink Supports the recruitment and retention of Executive Directors of thecalibre required to deliver the business strategy, with salary levels set to reflect the individual’s skills, knowledge, responsibilities and experience. Operation Generally reviewed annually and paid monthly in cash. Any increase will normally take effect from the start of the financial year, although the Remuneration Committee may award or apply increases at other times of the year if it considers it appropriate. The review takes into consideration a number of factors, which mayinclude (but are not limited to): • personal and Company-wide performance, including growth insize and/or complexity of the business; • scope of role and experience; • typical pay levels in relevant markets for each executive, while recognising the need for an appropriate premium to attract and retain superior talent; and • pay and conditions elsewhere in the Group, including the broader employee pay review. Maximum opportunity Ordinarily salary increases will not exceed the average increase awarded to other employees in the Company (in percentage of salary terms). Increases may be made above this level to take account of individual and business circumstances, which may include an increase in size or scope of the role or responsibility, oran increase to reflect the individual’s development and performance in the role. Larger increases may also be considered appropriate if an Executive Director has been initially appointed to the Board atalower than typical salary. Performance conditions No performance conditions. #### Directors’ remuneration report 72 Raspberry Pi Holdings plc Annual Report and Accounts 2024 Strategic report – Governance – Financial statements ![]() Directors’ Remuneration Policy continued Policy table continued Pension Purpose and strategiclink To provide competitive post-retirement benefits and/or cash allowance as a framework to save for retirement. This is to support the recruitment and retention of talent. Operation Executives can choose to participate in the Raspberry Pi defined contribution scheme, receive a cash allowance or receive payments into a personal pension or a combination thereof. Contributions areset as a percentage of base salary. Any cash allowances donotform part of the base salary for the purposes of determiningincentives. Maximum opportunity Pension contributions will be set in line with the average workforcepension contribution (in percentage of salary terms). TheRemuneration Committee retains the discretion to determine themethodology and basis used in calculating the pension rate available to the wider workforce, including the jurisdictions deemed as relevant for comparison. The definition of the wider workforce will be as determined by the Remuneration Committee. For 2025, this rate will be 8% of salary. Performance conditions No performance conditions. Benefits Purpose and strategiclink To provide market competitive benefits. Operation The Company provides a range of market competitive benefits, which may include travel-related benefits, health benefits, income protection insurance, life assurance, and cover under the directors’ and officers’ liability insurance. Additional benefits may also be provided in appropriate circumstances, if required for business needs, for example (butnotlimited to), relocation expenses, housing allowance, education support, and participation in any all-employee share planestablished by the Company. Maximum opportunity Set at a level which the Remuneration Committee considers to be appropriately positioned taking into account typical market levels for comparable roles, individual circumstances and the overall cost to the business. While there is no maximum monetary value for benefits, any benefits provided will be reasonable in the context of relevant market practice, individual circumstances and overall cost to thebusiness. In addition, the Company may reimburse relocation expenses and/or provide for tax equalisation arrangements. Participation in any all‑employee share plan will be in line with the terms of the plan andthe opportunities offered to other qualifying employees. Performance conditions No performance conditions. #### Directors’ remuneration report continued 73 Raspberry Pi Holdings plc Annual Report and Accounts 2024 Strategic report – Governance – Financial statements ![]() Directors’ Remuneration Policy continued Policy table continued Purpose and strategiclink To link reward to key targets to deliver the strategy. The operation of bonus deferral provides alignment with the shareholder experience and supports the retention of executives. Operation Measures and targets are set annually, with pay-out levels determined following the year end based on performance against objectives. Performance assessment will usually be in respect of the full financial year although the Remuneration Committee retains discretion, in exceptional circumstances, to assess performance over an alternative period. The bonus will be paid once the results have been audited. Typically, no more than two-thirds of an Executive Director’s annual bonus is delivered in cash and the remaining amount is deferred into an award over Company shares under the Deferred Bonus Plan (“DBP”), normally for a period of three years. Awards will usually be in the form of nil-cost options or conditional awards (or economic equivalent). The cash element is subject to clawback and the deferred element is subject to malus and clawback conditions. An additional payment, normally in shares, may be made equal in value to the dividends which would have accrued on deferred shares on such terms and over such period (ending no later than the vesting date) as the Remuneration Committee may determine. This payment may assume that dividends had been reinvested on such basis as the Remuneration Committee determines. Annual bonus Maximum opportunity The maximum award that can be made to an Executive Director under the annual bonus plan is 150% of salary. For 2025, each Executive Director will receive a maximum opportunity of 150% ofsalary. Performance conditions Performance measures and targets are set by the Remuneration Committee each year based on objectives closely linked to strategic priorities of the business. The majority of the bonus opportunity will be based on financial measures. The bonus may also be based on performance against ESG and/or strategic and/or corporate and/or individual objectives as appropriate. Details of the performance criteria for the bonus are set out in the Annual Report on Remuneration. For financial metrics, the payment schedule for each metric will be scaled based on the stretch of the underlying target. Normally, up to 20% of the maximum opportunity will be received for threshold performance. For 2025, threshold performance will accrue from a 0% pay-out level for financial metrics. For non-financial measures, the amount that may be earned shall be determined between 0% and 100% of the maximum depending upon the Remuneration Committee’s assessment of the extent to which the relevant measure is achieved. The Remuneration Committee may adjust the outturn determined by the formulaic application of the performance conditions if it considers it appropriate to do so, including if it considers that the outturn: does not reflect the underlying performance of the Group orthe Executive Director; or is not appropriate in the context of circumstances that were unexpected or unforeseen when the award was granted. Annual bonus continued #### Directors’ remuneration report continued 74 Raspberry Pi Holdings plc Annual Report and Accounts 2024 Strategic report – Governance – Financial statements ![]() Directors’ Remuneration Policy continued Policy table continued Purpose and strategiclink Motivates executives to achieve the Group’s longer-term strategic objectives, while aiding the attraction and retention of key staff, andaligning executive interests with those of shareholders. Operation Awards are made in the form of nil-cost options or conditional awards (or economic equivalent). Awards are usually granted annually under the LTIP. Awards granted to Executive Directors normally vest or become exercisable following the end of a performance period of at least three years. Awards will normally be subject to an additional two-year holding period following vesting. This may be operated on the basis that the Executive Director: (1)isnot ordinarily entitled to acquire the vested shares until the end ofthe holding period; or (2) is entitled to acquire the vested shares after vesting but other than as regards sales to cover tax and associated liabilities is not ordinarily able to dispose of shares untilthe end of the holding period. Individual award levels and performance conditions on which vesting will be dependent are reviewed annually by the Remuneration Committee. An additional payment, normally in shares, may be made equal in value to the dividends which would have accrued on vested shares on such terms and over such period (ending no later than the date on which the award is released to the Executive Director) as the Remuneration Committee may determine. This payment may assume that dividends had been reinvested on such basis as the Remuneration Committee determines. Long-term incentive Maximum opportunity The maximum award permitted to be granted to an Executive Director in respect of any one year under the LTIP is shares with a market value (as determined by the Remuneration Committee) of 250% of salary. For 2025, each Executive Director will receive a maximum opportunity of 200% of salary. Performance conditions Awards will vest subject to performance conditions, which may include both financial and non-financial performance measures. Atleast 75% of the award will be based on performance against financial and/or corporate measures. The precise measures and weighting of the measures will be determined by the Remuneration Committee to ensure they are aligned with strategic priorities. Performance will usually be measured over a performance period ofat least three years. Subject to the Remuneration Committee’s ability to adjust vesting outturns, for achieving a “threshold” level of performance against aperformance measure, no more than 25% of the portion of the LTIPaward determined by that measure will vest. Vesting then increases typically on a sliding scale to 100% for achieving a maximum performance target. The Remuneration Committee may adjust the vesting outturn determined by the formulaic application of the performance conditions if it considers it appropriate to do so, including if it considers that the vesting level: does not reflect the underlying performance of the Company or the Executive Director over the vesting period; or is not appropriate in the context of circumstances that were unexpected or unforeseen when the award was granted. Long-term incentive continued #### Directors’ remuneration report continued 75 Raspberry Pi Holdings plc Annual Report and Accounts 2024 Strategic report – Governance – Financial statements ![]() Directors’ Remuneration Policy continued Policy table continued Shareholding guidelines Purpose and strategiclink To create alignment between the long-term interests of Executive Directors and shareholders. Operation Executive Directors are required to build and maintain a holding of200% of salary in Company shares. Until or unless an Executive Director is compliant with this guideline, they are normally required to retain at least 50% of vested post-tax shares. Unless the Remuneration Committee determines otherwise, this guideline will continue to apply for two years after an Executive Director ceases employment with the Group. The Remuneration Committee retains discretion to vary the application of the shareholding guidelines in exceptional circumstances. Further detail on the shareholdings of the Executive Directors, together with further detail on the operation of the shareholding guidelines, is set out in the Annual Report on Remuneration. Detailed provisions The Remuneration Committee may make any remuneration payments and payments for loss of office (including exercising any discretion available to it in connection with such payments) notwithstanding that they are not in line with the other terms of this Policy, where the terms of the payment were agreed either: (i) before this Policy became effective; or (ii) at a time when the relevant individual was not a Director of the Company and the payment was not in consideration for the individual becoming a Director of the Company. All discretions available under share plan rules will be available under this Policy, except where explicitly limited under this Policy. This includes that the Remuneration Committee may adjust or amend share awards in accordance with the provisions of the relevant plan rules including to reflect one-off corporate events, such as a change of control or a change in the Company’s capital structure. The Remuneration Committee will make full and clear disclosure of any such adjustments within the Annual Report on Remuneration for the relevant financial year. In accordance withthe plan rules, share awards may be settled in cash rather than shares where the Remuneration Committee considers this appropriate (e.g. to comply with securities law). The Remuneration Committee may make minor amendments to the Policy to aid its operation or implementation without seeking shareholder approvals (e.g. for regulatory, exchange control, tax or administrative purposes or to take account of a change in legislation) provided that any such change is not to the material advantage of the Director. Performance measures and target setting The annual bonus measures are reviewed and chosen to focus executive rewards on deliveryof key targets and objectives. The Remuneration Committee sets targets taking into account external forecasts, internal budgets and business priorities, and are designed to be appropriately stretching. Targets and underpins may be set which provide the Remuneration Committee judgement in assessing the extent to which they have been met. The LTIP performance measures will be chosen to provide alignment with our longer-term strategy. Targets are considered ahead of each grant of LTIP awards by the Remuneration Committee taking into account relevant external and internal reference points and are designed to be appropriately stretching. The Remuneration Committee may adjust the targets for awards or the calculation of performance measures and vesting outcomes where appropriate to do so, including to take account of events not foreseen at the time the targets were set, to ensure they remain a fair reflection of performance over the relevant period. When considering performance outcomes, the Remuneration Committee will look beyond formulaic results and consider the use of discretion to ensure the outcomes align with the overall business or individual performance and the wider stakeholder experience. While the Remuneration Committee anticipates that any such discretion would normally result in a reduction, the Remuneration Committee reserves the right to make an upwards adjustment if considered appropriate. Malus and clawback Malus and clawback provisions may be operated at the discretion of the Remuneration Committee in respect of any cash and deferred share elements of the bonus, and LTIP awards. Under malus, unvested share awards (including any deferred bonus or LTIP awards subject to a post-vesting holding period) can be reduced (down to zero if considered appropriate) or be made subject to additional conditions. Clawback allows for repayment of bonuses previously paid and/or shares previously received following vesting. Malus/clawback can be operated up to four years following the start of the relevant bonus year for bonuses, three years from grant for DBP awards and up to five years from the relevant date of grant for LTIP awards. The Remuneration Committee has the discretion to apply malus and/or clawback in the event of the following circumstances: (a) a material misstatement of financial results; (b) an error inassessing a performance condition or in the information, calculations or assumptions on which an award is granted, vests or is released; (c) a material failure of risk management; (d)serious reputational damage; (e) gross misconduct, fraud or material error; (f) material corporate failure; or (g) any other circumstances that the Board considers to be similar in their nature or effect. #### Directors’ remuneration report continued 76 Raspberry Pi Holdings plc Annual Report and Accounts 2024 Strategic report – Governance – Financial statements ![]() Directors’ Remuneration Policy continued Application of the Remuneration Policy The charts below provide an indication of the level of remuneration that would be received byeach Executive Director under the four assumed performance scenarios. Minimum performance • Fixed elements of remuneration only – base salary, benefits andpension for 2025. Target performance • Fixed elements of remuneration as set out above. • 50% of the maximum pay-out under the annual bonus. • 50% vesting under the LTIP. Maximum performance • Fixed elements of remuneration as above. • 100% of the maximum pay-out under the annual bonus. • 100% vesting under the LTIP. Maximum performanceplus share price growth • Fixed elements of remuneration as above. • As above, with 50% increase in the share price attributable totheLTIP. Eben Upton Minimum Target performance Maximum Maximum with 50% share price increase Richard Boult Minimum Target performance Maximum Maximum with 50% share price increase #### Directors’ remuneration report continued 77 Raspberry Pi Holdings plc Annual Report and Accounts 2024 Strategic report – Governance – Financial statements 100%  £0.5m 39% 26% 35%  £1.3m 24% 33% 43%  £2.1m 20% 27% 53%  £2.6m 100%  £0.4m 39% 26% 35% £1.0m 24% 33% 43%  £1.6m 20% 27% 53%  £2.0m £k £500k £1,000k £1,500k £2,000k £2,500k £3,000k £k £500k £1,000k £1,500k £2,000k £2,500k £3,000k ![]() Directors’ Remuneration Policy continued Recruitment remuneration policy Principles When agreeing the components of a remuneration package for a new Executive Director (including internal promotions) the Remuneration Committee will apply the principles set out below. The package will be competitive to attract and retain the most suitable candidate for the role. Where possible, the Remuneration Committee will always seek to align the remuneration package with the Policy outlined above. However, where appropriate, detailed elements of the package may be tailored to the circumstances of the individual upon recruitment. The Remuneration Committee will ensure that the arrangements are in the best interests of the Company and its shareholders and remain subject to the overall variable pay limits set out below. The Remuneration Committee will take relevant factors into account (including the candidate’s location, the calibre of the individual, external influences, internal relativities and the overall business context) when determining the new remuneration package and seek to ensure that no more is paid than necessary. Ongoing remuneration • In determining an appropriate remuneration structure and levels, the Remuneration Committee will take into account all relevant factors, including the experience of the individual, market data (for the UK or international market as appropriate) and existing arrangements for other Executive Directors, with a view that any arrangements should be inthe best interests of both the Company and our shareholders, without paying more thanis necessary. • Fixed pay will be determined in line with the Policy table in this report. The Remuneration Committee may also hire a new Executive Director at a lower salary, with more significant increases to salary being awarded as the individual gains experience. • The maximum level of variable remuneration which may be granted to a new Director upon appointment (excluding any buyout awards for forfeited remuneration) will be capped in line with the Policy table above. • Where an Executive Director is an internal promotion, the normal policy of the Company isthat any legacy arrangements would be honoured in line with the original terms and conditions. Similarly, if an Executive Director is appointed following the Company’s acquisition of or merger with another company, legacy terms and conditions would behonoured. Buyout awards for forfeited remuneration and other joining arrangements • To facilitate recruitment, the Remuneration Committee may make a one-off award to buy out compensation arrangements forfeited on leaving a previous employment or engagement. While this would typically be share awards held by the individual, it might also include, where the Remuneration Committee deems it appropriate, other compensation elements. • The Remuneration Committee will typically seek to make buyout awards on a comparable basis to those that have been forfeited, including any performance conditions attached to incentive awards, the likelihood of those conditions being met, the proportion of the vesting/performance period remaining and the form of the award (e.g. cash or shares). • However, where the performance period is substantially complete, it may reflect such conditions in some other way, such as through an appropriate discount to the face value ofawards forfeited. Exceptionally, where necessary, this may include a guaranteed or non‑pro-rated annual bonus in the year of joining. In exceptional circumstances, the Remuneration Committee may grant a buyout award under a structure not included in thePolicy but that is consistent with the principles set out above. • The Remuneration Committee may also provide costs and additional support if the recruitment requires relocation of the individual. In the event of an interim appointment being made to fill an Executive Director role on a short‑term basis or if exceptional circumstances require that the Chair or a Non-Executive Director takes on an executive function on a short-term basis, the Remuneration Committee retains discretion to make appropriate remuneration decisions outside the normal “go-forward” Remuneration Policy to meet the individual circumstances of recruitment or appointment. #### Directors’ remuneration report continued 78 Raspberry Pi Holdings plc Annual Report and Accounts 2024 Strategic report – Governance – Financial statements ![]() Directors’ Remuneration Policy continued Service contracts and loss of office Key terms of the current Executive Directors’ service contracts and Non-Executive Directors’ letters of appointment are summarised in the table below. It is envisaged that any future appointments would have equivalent contractual arrangements unless otherwise stated inthisreport. Provision Policy Notice period Termination of the current Executive Directors’ service agreements would require 12 months’ notice by either the Company or the Executive Director. The Non-Executive Directors are appointed by letters of appointment with the Company and do not have service agreements. Theappointment of each of the Non-Executive Directors, other thanDanielLabbad, is terminable byeither party on three months’ written notice. Daniel Labbad is appointed pursuant to the Relationship Agreement and his appointment is terminable inaccordance with the provisions of that Agreement, or by DanielLabbad on three months notice. Termination payment Following the serving of notice by either party, the Company may terminate employment of an Executive Director with immediate effect by paying a sum equal to basic salary in lieu of notice that would have been payable during the notice period. A payment inlieuof notice may also include a payment in respect of pension contributions and/or benefits that would have been payable during the notice period; alternatively, the Remuneration Committee maycontinue to provide benefits (such as health insurance) untilthe end of the notice period that would otherwise have applied.Non-Executive Directors are only entitled to receive any feeaccruing in respect of their period up to termination. Expiry date Executive Directors have rolling 12-month notice periods so have nofixed expiry date. Non-Executive Directors’ letters of appointment are for an initial term to last until the first annual general meeting of the Company in 2025. At the end of this initial term, each appointment may be renewed for a further term subject to satisfactory performance and re-election at future annual generalmeetings. In accordance with the Code, each Director will retire annually and put themselves forward for re-election at each AGM of the Company. Annual bonus plan If the Executive Director’s employment terminates (or notice is served to terminate their employment) prior to the payment of an annual bonus, the Director has no contractual entitlement to that bonus. At its discretion, the Remuneration Committee may determine thatthe Executive Director is eligible to receive a bonus in respect of the financial year in which they cease employment (and/or the financial year in which notice is served to terminate their employment). This bonus would usually be time apportioned and paid at the normal time following the end of the relevant performance period. However, the Remuneration Committee retains discretion not to apply time pro-rating and to pay the bonus early in exceptional circumstances. The bonus may, at the Remuneration Committee’s discretion, be settled whollyin cash. In determining the level of bonus to be paid, the Remuneration Committee may,at its discretion, take into account performance up to the date of cessation or over the financial year as a whole based on appropriate performance measures as determined by theRemuneration Committee. The treatment of outstanding share awards held by an Executive Director upon cessation ofemployment is governed by the relevant share plan rules as summarised below. Deferred Bonus Plan (“DBP”) – share awards • An unvested award will normally lapse if an individual leaves employment with the Group. However, if the individual leaves because of disability, ill health, injury, sale of their employer out of the Group or any other reason at the absolute discretion of the Board, their award will generally continue and remain capable of vesting as described below. • If an Executive Director dies, awards will usually vest immediately. • Where an award continues, it will ordinarily vest at the normal time. An award will vest in fullunless the Board reduces the extent of vesting to take account of the proportion of the deferral period that had elapsed at the date of cessation. The Remuneration Committee hasdiscretion to vest the award early. • Awards will generally vest early on a takeover or other similar significant corporate event. Where an award vests in these circumstances, it will vest in full, unless the Remuneration Committee reduces the extent of vesting to take account of the proportion of the deferral period that has elapsed. Alternatively, the Board may permit or require Executive Directors toexchange awards for equivalent awards which relate to shares (and/or other securities) ina different company. • If other corporate events occur such as a winding-up of the Company, demerger, delisting, special dividend or other event which, in the opinion of the Remuneration Committee, mayaffect the current or future value of shares, the Remuneration Committee may determine that awards may vest to the extent determined by the Remuneration Committee. #### Directors’ remuneration report continued 79 Raspberry Pi Holdings plc Annual Report and Accounts 2024 Strategic report – Governance – Financial statements ![]() Directors’ Remuneration Policy continued Annual bonus plan continued LTIP awards Leaving before vesting • An unvested award will normally lapse if the Executive Director leaves employment with theGroup. However, if the Executive Director leaves because of disability, ill health, injury, sale of their employer out of the Group or any other reason at the absolute discretion of theRemuneration Committee, their awards will generally continue and remain capable ofvesting as described below. • If an Executive Director dies, their awards will usually vest immediately. • Where an award continues, it will ordinarily vest at the normal time subject to the satisfaction of the original performance conditions or underpins and with the number ofshares in respect of which it vests reduced on a pro-rata basis, based on the proportion ofthe performance or vesting period elapsed. Any holding period will ordinarily continue to apply. The Board will have discretion to vest the award early (and to assess any performance condition (or underpin) accordingly), to vary or waive the pro-rata reduction and to disapply any holding period that would otherwise have applied. Leaving during the holding period • If an Executive Director leaves employment with the Group while holding an award which isin a holding period, that award will normally be retained other than in cases of gross misconduct where the award will lapse. The holding period will ordinarily continue to apply, but the Board will have discretion to disapply the holding period. • Awards will generally vest and be released early on a takeover. Awards will vest taking into account the extent to which any performance condition has been satisfied and unless the Board determines otherwise, the proportion of the performance or vesting period that has elapsed at the date of the relevant event. Alternatively, the Board may permit or require Executive Directors to exchange awards for equivalent awards which relate to shares (and/or other securities) in adifferent company. If other corporate events occur such as a winding-up of the Company, demerger, delisting, special dividend or other event which, in the opinion of the Remuneration Committee, may affect the current or future value of shares, the Remuneration Committee maydetermine that awards may vest taking into account the satisfaction of any relevant performance conditions and, unless the Remuneration Committee determines otherwise, the proportion of the performance period that has elapsed at the date of the relevant event. The Remuneration Committee reserves the right to make any other payments in connection with a Director’s cessation of office or employment where the payments are made in good faith in discharge of an existing legal obligation (or by way of damages for breach of such an obligation) or by way of a compromise or settlement of any claim arising in connection with the cessation of a Director’s office or employment. Any such payments may include but are not limited to payments in relation to accrued but untaken holiday, paying any fees for outplacement assistance and/or the Director’s legal and/or professional advice fees in connection with his or her cessation of office or employment. The Remuneration Committee may also agree that certain benefits (such as health benefits) may be continued for a reasonable period following cessation of employment. Remuneration Policy for Non-Executive Directors Purpose and strategiclink To appropriately recognise responsibilities, skills and experience byensuring fees are market competitive. Operation The Remuneration Committee determines the fees of the Non‑Executive Chair. The Chair and Executive Directors determine the fees of the Non-Executive Directors, which are accepted by theBoard. Fee levels are set at a level that is considered to be appropriate, taking into account the size and complexity of the business, expected time commitment and contribution of the role. NED fees comprise payment of an annual basic fee and additional fees for further Board responsibilities or time commitments including but not limited to: • Senior Independent Director; • chairing of a Board Committee; and • other additional responsibilities, e.g. investor relations contact. The Chair of the Board receives an all-inclusive fee. No NED participates in the Group’s incentive arrangements or pension plan. Non-Executive Directors may be provided with role-appropriate benefits, including health and wellbeing benefits. Non-Executive Directors are entitled to reimbursement of reasonable expenses (including any tax thereon). Fees are typically reviewed annually and are paid in cash or shares. Non-Executive Directors also have the benefit of a qualifying third‑party indemnity from the Company and directors’ and officers’liability insurance. Non-Executive Director fees #### Directors’ remuneration report continued 80 Raspberry Pi Holdings plc Annual Report and Accounts 2024 Strategic report – Governance – Financial statements ![]() Directors’ Remuneration Policy continued Remuneration Policy for Non-Executive Directors continued Maximum opportunity Fees are set at an appropriate level that is market competitive and reflective of the responsibilities and time commitment associated with specific roles. No absolute maximum has been set for individual NED fees. Thetotal aggregate fees of the Chair and Non-Executive Directors will not exceed the limit from time to time prescribed within theCompany’s Articles of Association or otherwise approved byshareholders. Performance conditions No performance conditions. Non-Executive Director fees continued Recruitment of Non-Executive Directors In the event of the appointment of a new Non-Executive Director, remuneration arrangements will normally be in line with the policy table for Non-Executive Directors in this report. However,the Remuneration Committee (or the Board as appropriate) may include any elementwithin the broader Policy which the Remuneration Committee considers is appropriate given the particular circumstances, with due regard to the best interests of shareholders. Inparticular, ifthe Chair ora Non-Executive Director takes on an executive function on a shortterm basis, they would beable to receive any of the standard elements of Executive Directorpay. Consideration of employment conditions elsewhere in the Group The Remuneration Committee considered the conditions of the broader workforce in the development of this Policy to ensure fairness across the organisation. The Remuneration Committee is also kept informed of general management decisions made in relation to employee remuneration and has included the review of employee pay and workforce metrics within its annual agenda. Differences in policy from broader employee population Raspberry Pi believes in broad participation in our equity plans, and therefore awards “Restricted Shares” on a broad basis across the business. While this differs in structure from the Executive Directors and senior management, who participate in Performance Shares, itmeans there is consistency in terms of equity participation. Ultimately, a greater proportion ofExecutive Directors’ potential wealth is “at risk”, either through their existing shareholding orthrough LTIP awards, than for our employees generally and a greater proportion of their remuneration is determined by performance than for our employees generally. Consideration of shareholders’ views Leading up to and since Admission we have maintained an active dialogue with shareholders to ensure that their views were considered as part of the finalisation of our Directors’ Remuneration Policy. In late 2024 and early 2025, we engaged with a number of shareholders to communicate our proposed approach to the Policy and seek their views and feedback. Thisincluded their perspectives on our proposed update to the Policy described in the listing Prospectus to build some additional headroom into the LTIP opportunity, as well as a potential disapplication of annual bonus deferral into shares where an executive meets their shareholding guideline. The responses to this consultation influenced our final approach. As set out in the Chair’s letter, the Committee decided to retain bonus deferral into shares where an executive meets their guideline but will keep this feature under review in the coming years. The Committee also consulted on a higher LTIP opportunity of 300% of salary. On balance, and reflecting someof the feedback we received, the Committee decided to proceed with a lower maximum opportunity under the Policy of 250% of salary. Going forward we intend to maintain our communication with shareholders as we adjust to the listed market following Admission. #### Directors’ remuneration report continued 81 Raspberry Pi Holdings plc Annual Report and Accounts 2024 Strategic report – Governance – Financial statements ![]() Implementation of Remuneration Policy in 2025 This section provides an overview of how the Remuneration Committee is proposing to implement our Remuneration Policy in 2025 for the Executive Directors. This will be the first full financial year since the Company’s successful Admission to the London Stock Exchange in2024. The Company’s first Remuneration Policy will be put forward for shareholder vote at the Company’s AGM in May 2025, and will apply from that date if passed. Base salary Base salaries were set on Admission. The Remuneration Committee has applied a limited inflationary increase for the CEO and the CFO for 2025. The level of increase is below the average increase applicable for the wider workforce for 2025. 2025 2024 % increase Eben Upton (CEO) £459,000 £450,000 2.0% Richard Boult (CFO) £357,000 £350,000 2.0% Pension Both Executive Directors are entitled to receive a pension equivalent to 8% of their base salary, which may be payable as a cash allowance. This rate aligns to the rate offered to the wider workforce (based on the maximum contribution available to the UK workforce). Benefits Eben Upton and Richard Boult receive contractual benefits such as income protection insurance, life assurance, private medical insurance, and cover under the directors’ and officers’ liability insurance. They may also receive reimbursement of business-related expenses should these arise in the year. Annual bonus The annual bonus plan opportunity was set at Admission at 150% of salary. The bonus opportunity for 2025 will be unchanged. The annual bonus for 2025 will be determined by a simplified bonusscorecard aligned with the Group’s strategic priorities to incentivise the executive team to achieve both near-term financial performance and strategic milestones central to long term growth and shareholder value. The areas of focus for the 2025 annual bonus are set out below: Area of focus Weighting Adjusted operating profit 75.0% Strategic – unit sales 25.0% Alignment with long-term strategy Emphasising adjusted operating profit ensures executives prioritise sustainable growth in profitability underpinning the Group’s capacity to invest in future innovation and maintain competitive strength. The strategic metric: SBC and compute module unit sales incentivises growth in key product segments, critical for expanding the Group’s market share, maintaining technological leadership and enhancing the resilience of revenue streams. The target ranges and the approach to performance determination are deemed commercially sensitive. However, it is anticipated that we will make retrospective disclosure of the guiding targets and performance against these in next year’s Remuneration Report. The Remuneration Committee has overriding discretion, where it believes it to be appropriate, to adjust anyformulaic outcome. In the event of unforeseen corporate activity during the year, theRemuneration Committee would consider whether the performance targets should beadjusted to ensure that they remain appropriately challenging and would explain any suchadjustments in next year’s Remuneration Report. Bonus deferral Under the proposed Remuneration Policy, bonus deferral applies to any earned annual bonus for the executive directors, with one third of any annual bonus earned deferred into shares foraperiod of three years. #### Directors’ remuneration report continued 82 Raspberry Pi Holdings plc Annual Report and Accounts 2024 Strategic report – Governance – Financial statements ![]() Long-Term Incentive Plan (“LTIP”) The Executive Directors will receive the first award under the LTIP during 2025 of shares worth 200% of annual salary at grant. Awards will vest three years after grant and be subject to an additional two-year holding period. The proposed performance measures for the 2025 award are set out below. Performance measure % of award based onmeasure Threshold 25% Vesting Max 100% Vesting Three-year cumulative adjusted earnings per share ("EPS") 66.6% 42c 53c Relative TSR vs. FTSE 250 excl. Financial Services, Mining and Extraction and Investment Trusts 33.3% Median Upper quartile Performance will be assessed over three years, being the sum of each year’s annual EPS. TheCommittee believes these targets are stretching in the context of the Group’s strategy andreflect its ambitious growth targets as abusiness. Vesting will be calculated on a straight‑line basis for performance between the threshold and maximum performance targets.TheRemuneration Committee has discretion, where it believes it to be appropriate, tooverrideanyformulaic outcome arising from the LTIP. Typically, this will only be exercised inanegative direction. Non-Executive Director remuneration The fees for the Non-Executive Directors and the Chair were set at Admission. The Company’s Non-Executive Director fee policy is to pay a basic fee for membership of the Board, and additional fees for the SID and chairing of a Board Committee. This reflects that these roles require additional responsibility and time commitment. Reasonable expenses and other benefits may also be provided. Additional fees may also be provided where additional duties are required to be performed by any Non-Executive Director. Non-Executive Director fees are determined by the full Board except for the fee for the Chair of the Board, which is determined by the Remuneration Committee. No increases to Non-Executive Director or Chair fees are proposed for 2025 from the levels adopted at Admission. The fees are set out below. 2025 fees 2024 fees Chair of the Board all-inclusive fee £221,000 £221,000 Base Non-Executive Director fee £58,000 £58,000 Senior Independent Director additional fee £10,000 £10,000 Committee Chair additional fee £13,000 £13,000 Investor relations contact additional fee £13,000 £13,000 Audited information The information provided in this section of the Remuneration Report up until the “Unaudited information” heading on page 87 is subject to audit. #### Directors’ remuneration report continued 83 Raspberry Pi Holdings plc Annual Report and Accounts 2024 Strategic report – Governance – Financial statements ![]() Single total figure of remuneration The following table sets out the total remuneration for Executive Directors and Non-Executive Directors for 2024. In line with regulatory requirements, the table shows the remuneration received by the director from the point of their appointment as directors of Raspberry Pi ListCo Limited. Amounts are shown in GBP. 2024 Salary and fees 1 Pensions 2 Benefits Annual bonus 3 Admission Awards 4 Total fixed Total variable Total 5 Executive Directors Eben Upton £357,544 £28,604 £1,161 £54,260 £561,283 £387,309 £615,543 £1,002,852 Richard Boult £275,081 £22,006 £1,161 £42,202 £572,683 £298,248 £614,885 £913,133 Non-Executive Directors Martin Hellawell £124,708 — — — — £124,708 — £124,708 Sherry Coutu £46,131 — — — — £46,131 — £46,131 David Gammon £47,792 — — — — £47,792 — £47,792 Rachel Izzard £40,592 — — — — £40,592 — £40,592 Christopher Mairs £40,592 — — — — £40,592 — £40,592 Daniel Labbad £33,392 — — — — £33,392 — £33,392 1 Salary and fees – The salary level shown is a pro-rated annual salary value based on the period of the year from the Directors’ appointment as Directors of Raspberry Pi ListCo Limited. Eben Upton received a salary of £450k from Admission, and Richard Boult received a salary of £350k from Admission. Prior to Admission, they received annual salaries of £440k and £330k, respectively. Salaries are based on the period from 12 March 2024 when they became Directors of Raspberry Pi ListCo Limited. Fees for the non-executive directors are in respect of their period from appointment (2 June 2024). 2 Pensions/benefits –In 2024, Eben Upton and Richard Boult received a pension allowance worth 8% of salary (equivalent to the UK wider workforce) and benefits worth £1k each. 3 Annual bonus – Bonus payments for 2024 will be paid in cash. Details of the performance measures and targets are set out in the following section. The value of the bonus shown is a pro-rated annual value based on the period of the year from the Directors’ appointment as Directors of Raspberry Pi ListCo Limited. 4 LTIP – Admission Awards – This reflects the fair value of the Admission Awards which were granted to both Executive Directors at listing. Awards will vest on the third anniversary of grant and the details of the grant are set out on page 86. 5 Total remuneration of Directors in respect of 2024 is £2,249k with the amount attributable to the highest paid Executive Director being £1,003k. 6 Legacy arrangements– As set out on page 86, both the CEO and CFO participated in a legacy LTIP which vested on Admission. At the £2.80 offer price, these awards were worth £8,123k and £1,612k for the CEO and CFO, respectively. Thisremuneration is not included in the above single total figure as this is a legacy arrangement that crystallised on Admission, and therefore does not relate to their ongoing responsibilities as Directors of Raspberry Pi Holdings plc. #### Directors’ remuneration report continued 84 Raspberry Pi Holdings plc Annual Report and Accounts 2024 Strategic report – Governance – Financial statements ![]() FY 2024 annual bonus – Summary of performance In 2024 there was no approved Remuneration Policy for a public company in place. However,in anticipation of the listing, the Committee opted to transition to a conventional PLCbonus scheme for 2024. The maximum annual bonus opportunity for the Executive Directors in 2024 was 150% of salary for both Executive Directors. Targets were aligned with strategic priorities for the year, and included measures based on adjusted operating profit (70%) and strategic targets including SBC and compute module unit sales (20%) and an ESG scorecard (10%). Performance measures and targets applying to the 2024 annual bonus, along with performance achieved, are set out below. Where threshold to maximum target ranges have been set for a measure, threshold vesting accrues from 0% (this is below the level available under the proposed Policy of 20%, demonstrating Raspberry Pi’s commitment in practice to ensuring incentive pay-outs align with outperformance). Based on the performance against the pre-set and stretching targets, the Committee approved an out-turn of 10% for both Directors. For the bonus earned in respect of 2024, the Committee has agreed that this will be paid in cash. Deferral into shares will commence for bonuses earned in respect of 2025 onwards in line with our proposed Policy. The value shown in the single figure is a pro-rated annual bonus value reflecting the period of the year that the Directors were in role. Performance measure Proportion Threshold 0% vesting Target 33% vesting Maximum 100% vesting Achieved % vesting Adjusted operating profit ("AOP") 70% $37.5m $41.7m $50.0m $26.5m —% SBC and compute module unit sales 20% 8.1m 9.0m 10.8m 7.0m —% ESG scorecard 10% See detail 100% Overall outcome 10% of maximum for both Directors ESG scorecard (worth 10% of overall bonus) The ESG element of the annual bonus was based on meeting a scorecard of key sustainability objectives. These included ensuring our products launched with an agreed CO 2 footprint number; to fully offset the Group’s office Scope 1 and Scope 2 emissions; to have deployed a carbon sticker scheme; to create a data collection process for verified component level CO 2 footprint per component; and to complete a TCFD materiality study. These objectives were developed together with the ESG Committee to ensure that these aligned with the Group’s overarching ESG priorities. Given the achievement of the ESG objectives described above, the Committee agreed that this element should vest in full for both Directors. This means the annual bonus has a formulaic outcome of 10% of maximum. The Remuneration Committee considered this overall bonus outcome in light of the Group’s overall financial, strategic and operational performance during 2024. The Committee recognises that while the AOP and unit sales targets did not meet the pre-set thresholds, it recognised that these were set to be ambitiously stretching at the outset of the year, and that the ESG achievements in FY 2024 were considerable, and reflect critical progress against the Group’s long-term sustainability strategy. It therefore decided that it was appropriate to pay out the limited element of the bonus based on ESG criteria, without any discretionary adjustment. The Committee also considered the overall outcome in the context of the Company’s remarkable strategic achievements in the year, including delivering a successful Admission to the London Stock Exchange, with subsequent strong share price growth from the offer price. #### Directors’ remuneration report continued 85 Raspberry Pi Holdings plc Annual Report and Accounts 2024 Strategic report – Governance – Financial statements ![]() Legacy equity arrangements – LTIP scheme that crystallised on IPO In 2020, the Board of Directors approved the Long-Term Incentive Plan (“LTIP”), which allowed for participants who received B ordinary shares to share in the proceeds payable in respect of an exit of Raspberry Pi Ltd above a minimum hurdle. This legacy arrangement operated on abroad basis across the business and crystallised on Admission. The legacy LTIP no longer operates, and going forward awards will be made under the new LTIP, which was adopted bythe Board on Admission and the key terms of which were included within the Prospectus. Both the CEO and the CFO participated in the legacy LTIP scheme and held 2,355 and 766Bordinary shares respectively. The number of Raspberry Pi Holdings plc ordinary shares that they received from the conversion of their B ordinary shares at Admission is set out below. Director B Shares held pre-Admission Ordinary shares from legacy equity arrangements Value at Admission at £2.80 offer price Eben Upton 2,355 2,901,136 £8,123,181 Richard Boult 766 575,602 £1,611,686 LTIP awards made in the year – Admission Awards As disclosed in the Prospectus, both Executive Directors were granted an Admission Award in connection with the listing, with a one-off award of market value options granted on 11June 2024. This was part of a broader grant of market value options that was made across the business. The Admission Awards were put in place to recognise the contribution from colleagues in preparing for and delivering Admission, to celebrate the milestone achievement of joining the listed market, and to incentivise the Executive Directors and broader colleagues to deliver outperformance in the initial period post-Admission. As the awards are market value options, participants will only benefit if the share price increases and remains above the offer price at the point the awards are exercised. The Admission Awards will vest after three years and will be exercisable until the tenth anniversary of grant, subject to the terms of the Long-Term Incentive Plan. As these awards require share price growth on the offer price to deliver value to the participant, no further performance conditions apply to these awards. The CEO received an award over 529,512 shares and the CFO received an award over 540,267 shares with an exercise price aligned to the offer price of £2.80. As disclosed in the Prospectus, the total grant size of the Admission Awards was over 11,561,566 shares, highlighting the broad nature of theaward across the business, and demonstrating Raspberry Pi’s ethos of expansive equity participation. These values for the Directors have been included in the single figure table andare shown at their fairmarket value of £1.06 per share. The Admission Awards do not form part of the ongoing reward framework for Executive Directors, and therefore are not included in the proposed Remuneration Policy subject to shareholder approval at the AGM. As such, these are legacy awards. Director Date of award Award type Shares under award Fair value of award Vesting date Eben Upton 11 June 2024 One-off market value option Admission Award 529,512 £561,283 11 June 2027 Richard Boult 11 June 2024 540,267 £572,683 11 June 2027 #### Directors’ remuneration report continued 86 Raspberry Pi Holdings plc Annual Report and Accounts 2024 Strategic report – Governance – Financial statements ![]() Payments to former Directors There have been no payments to former Directors or payments to Directors for loss of office during 2024. Statement of Directors’ shareholding and share interests Executive Directors are expected to achieve a holding of shares worth 200% of salary. The Remuneration Committee reviews ongoing individual performance against this shareholding requirement at the end of each financial year. Both Executive Directors currently significantly exceed their minimum guideline meaning both Directors are well aligned with our shareholders. Inline with best practice, the Company operates post-cessation shareholding requirements, and the Directors must continue to hold 100% of their guideline for two years post-employment. Detail on the number of shares held by Directors as at 31December 2024 is set out below: Number of shares held as at 31 December 2024 7 Executive Directors Shares owned outright Admission Awards – market value options 8 Share ownership as a percentage of salary Share ownership guidelines met? Eben Upton 3,506,728 9 529,512 4,775% Yes Richard Boult 575,602 540,267 1,008% Yes Number of shares held as at 31 December 2024 7 Non-Executive Directors Shares owned outright Share ownership as a percentage of Board fees Sherry Coutu 10 54,305 419% Martin Hellawell 75,751 214% David Gammon 151,502 9 1,334% Rachel Izzard 21,851 192% Christopher Mairs 10 365 3% Daniel Labbad 10 24,674 266% 7 For the purposes of determining the value of Director shareholdings, the individual’s 2025 annual salary/base fee and the share price as at 31December 2024 have been used (£6.25 per share). 8 Awards are market value options granted on 11June 2024. The exercise price was set at the offer price of £2.80. These awards are without performance conditions. 9 Note that this includes shares owned by a connected person. 10 Sherry Coutu, Christopher Mairs and Daniel Labbad were all prevented from owning shares before 11June 2024. The Directors did not have any other share or scheme interests. Unaudited information The information provided in this section of the Remuneration Report is not subject to audit. Performance graph and CEO remuneration table The chart below compares the total shareholder return performance of the Company over the period from Admission to 31December 2024 to the performance of the FTSE 250, as well as against our FTSE 250 TSR peer group for further information. The FTSE 250 index has been chosen because Raspberry Pi has been a member of this index in the year, being promoted in September 2024. The base point in the chart for the Company equates to the offer price of £2.80 per share. The table below summarises the CEO single figure for total remuneration, annual bonus pay-outs and long-term incentive vesting levels as a percentage of maximum opportunity over this period. Performance vs. FTSE 250 Index and FTSE 250 TSR peer group FTSE 250 FTSE 250 – TSR peers Raspberry Pi 6/10/2024 12/31/2024 0 50 100 150 200 250 300 2024 CEO single figure of remuneration £1,003k Annual bonus pay-out (as a % of max) 10% LTIP vesting out-turn (as a % of max) n/a Percentage change in remuneration of the Board of Directors All Directors were appointed to the Company in the year, and therefore this disclosure is not relevant for this period. #### Directors’ remuneration report continued 87 Raspberry Pi Holdings plc Annual Report and Accounts 2024 Strategic report – Governance – Financial statements ![]() CEO pay ratio Raspberry Pi has below 250 UK employees and is therefore exempt from the legislative requirement to disclose a ratio between the remuneration of the CEO and UK employees, however, the Committee has decided to publish this information as a matter of transparency. For all employees, we have shown the pay ratio excluding the legacy LTIP arrangements that crystallised on Admission given this does not give an accurate representation of the pay approach across the business. This aligns with the CEO single figure. Year Methodology 25 th percentile pay ratio 11 Median pay ratio 75 th percentile pay ratio 2024 Option A 12:1 7:1 4:1 11 The total remuneration for employees is based on earnings between 12 March 2024 and 31 December 2024 to align with the period the Directors were in office for and allow comparability. This is the first year of CEO pay ratio disclosure and therefore there are no trends in the ratio, but movement in the ratio will be reviewed and considered by the Committee over future years. We have used Option A, which is based on calculating the total pay and benefits of the individual at the 25 th , 50 th and 75 th percentile on an FTE basis of the business, to calculate theratio as this is the most statistically-sound approach. The reference date used is 31December 2024. Relative importance of the spend on pay The table below illustrates the total expenditure on remuneration in 2024 for all of the Company’s employees compared to dividends payable to shareholders. Reflecting its business strategy, the business does not currently pay dividends. 2024 £m Total expenditure on remuneration 15.0 Dividends payable to shareholders/share buybacks — Consideration by the Directors of matters relating to Directors’ remuneration The Remuneration Committee is chaired by Sherry Coutu and comprises Christopher Mairs and Rachel Izzard. Details of their attendance is set out on page 59. The Remuneration Committee met two times since Admission. Other attendees present at these meetings by invitation at various points were the CEO, the CFO, the Company Chair and the Company Secretary. No individual took part in decision making when their own remuneration was beingdetermined. During the year we complied with the principles of clarity, simplicity, risk, predictability, proportionality and alignment to culture as set out in the Corporate Governance Code 2018. As set out in the Prospectus we took these into account in formulating the proposed Remuneration Policy: Clarity We provide extensive disclosure of our executive remuneration arrangements for both internal and external stakeholders through our Directors’ Remuneration Report, as well as within our Prospectus. We engage in shareholder engagement where changes to remuneration are intended. Simplicity The Committee has adopted a market conventional remuneration approach for the Executive Directors, based on fixed pay, an annualbonus and a long-term incentive plan linked to performance. Ourapproach is therefore well understood by stakeholders given itsmarket alignment. Alignment to culture We ensure our pay approach reinforces our positive culture through the careful selection of performance metrics and targets that drive and reinforce our performance culture. We have a robust approach to governance in determining and approving pay outcomes, as well as ensuring the Committee has clarity around the approach to pay across the business when determining the approach for pay at Executive Director level. Proportionality, predictability and risk Our operation of a mix of short and long‑term incentives with the majority delivered in shares means Executive Directors are encouraged to deliver long‑term sustainable shareholder returns, aswell as mitigating the risk of short-term risk taking. Performance targets are set to be stretching to ensure pay-outs align with strong corporate and personal performance. Incentive opportunities are set with clear maxima to ensure clarity around what might be earned. The Committee retains discretion to adjust formulaic outcomes to reflect holistic performance, while malus and clawback provisions are in place that allow the recovery of payments in defined circumstances. The Remuneration Committee is responsible for determining the Company Chair’s fee and allaspects of Executive Director remuneration as well as the determination of other senior management’s remuneration. The Remuneration Committee also oversees the operation ofallshare plans. Full Terms of Reference of the Remuneration Committee are available onour website at www.raspberrypi.com. #### Directors’ remuneration report continued 88 Raspberry Pi Holdings plc Annual Report and Accounts 2024 Strategic report – Governance – Financial statements Consideration by the Directors of matters relating to Directors’ remuneration continued During the year, the Remuneration Committee received advice from Deloitte LLP. Advice to the Committee included pay benchmarking, incentive design and and governance advice for which Deloitte LLP was paid £154,700. This was charged on a time and expenses basis and was principally related to preparation for Admission. The Committee is satisfied that the advice it has received has been objective and independent. Deloitte was appointed following a competitive tender process prior to Admission. Deloitte LLP is a founding member of the Remuneration Consultants Group and as such, voluntarily operates under the code of conduct in relation to executive remuneration consulting in the UK. Deloitte LLP also provided advice to the Company in relation to the operation of its share plans. Workforce remuneration and engagement The Committee are kept aware of the approach to remuneration across the business and take this into account when determining the approach to Executive Director pay. The overarching reward strategy for the business is also discussed at the Committee. Raspberry Pi believes in broad participation in our equity plans, and therefore awards ‘Restricted Shares’ on a broad basis across the business. Engagement with shareholders The Remuneration Committee undertook significant engagement with shareholders which guided the design of the proposed Remuneration Policy. This exercise was completed pre‑Admission with the overarching details of the proposed Policy included in the Prospectus. The full Remuneration Policy, which is set out on pages 72 to 81, will be subject to shareholder approval at the forthcoming AGM. In late 2024, recognising that the shareholder base of the business had evolved since Admission, the Committee sent a letter to the Company’s major shareholders inviting feedback and commentary on the detail of the proposed Policy. As set out on page 82, we adapted our proposals to reflect the feedback we received. Further detail isalso provided in the Chair’s letter. External Board appointments Executive Directors are not normally entitled to accept a Non-Executive Director appointment outside the Company without the prior approval of the Board. Neither of the current Executive Directors currently holds any such appointment. Dilution Awards under Raspberry Pi’s share plans can be satisfied using market purchased shares or newly issued shares. There are limits on the amount of shares that can be issued in any rolling 10-year period for the purposes of share awards. As disclosed at listing, Raspberry Pi has elected to apply a higher dilution limit in its share plans of 14% in ten years rather than the UKstandard 10% in ten years to reflect that it competes for talent with US and international tech businesses where broad-based equity participation is common. Our current dilution usage, incorporating the anticipated grants in 2025 is 1.2%, meaning we have significant headroom of 12.8% against our dilution budget. While we principally intend to use issued shares for the purposes of share awards, we may also use market purchase shares whereappropriate. Statement of voting at AGM There is no historical voting to disclose on Directors’ remuneration as the 2025 AGM will betheCompany’s first as a publicly listed company. AGM voting outcomes will be disclosed infuture reports. Sherry Coutu CBE Chair of the Remuneration Committee 1April 2025 #### Directors’ remuneration report continued 89 Raspberry Pi Holdings plc Annual Report and Accounts 2024 Strategic report – Governance – Financial statements ![]() The Directors have pleasure in presenting their Annual Report and audited financial statements of the Group and the Company for the year ended 31 December 2024. Information contained elsewhere in the Annual Report The Directors’ Report contains certain statutory, regulatory and other information and incorporates, by reference, the Strategic Report, Corporate Governance Report, Directors’ Remuneration Report and financial statements included elsewhere in this document. Additional information which is incorporated by reference into this Directors’ Report, including information required in accordance with the Companies Act 2006 and the Listing Rule 9.8.4R of the UK Financial Conduct Authority’s Listing Rules, can be located as follows: Disclosure Location Future business development Page 17 of the Strategic Report People, culture and employee engagement Pages 24 and 43 of the Strategic Report and pages 59 and 60 of the Corporate Governance Report Directors who held office during the period and their responsibilities Pages 54 and 55 of the Corporate Governance Report Directors’ interests Page 87 of the Directors’ Remuneration Report Details of long-term incentive schemes Pages 83 and 86 of the Directors’ Remuneration Report Greenhouse gas emissions Page 40 of the SECR disclosures Corporate details Raspberry Pi Holdings plc (the “Company”) is a public limited company incorporated in England and Wales, with its registered office at 194 Cambridge Science Park, Milton Road, Cambridge, England CB4 0AB. The company number is 15557387. The Company’s corporate restructuring began on 12 March 2024, when Raspberry Pi ListCo Ltd was incorporated as a private limited company. On 23 May 2024, Raspberry Pi ListCo Ltd acquired Raspberry Pi Ltd for $288.1 million in a share-for-share exchange and subsequently, on 3 June 2024, the Company was re-registered as Raspberry Pi Holdings plc. This process culminated on 11 June 2024, when the ordinary share capital was listed on the London Stock Exchange. Annual general meeting The 2025 annual general meeting of the Company will be held on 20 May 2025 at 8:30am in Cambridge. The notice convening the meeting, together with details of the business to be considered and explanatory notes for each resolution, will be published separately and is available on the Company’s website. Directors The Directors of the Company who served during the year, and those appointed after the end of the financial year, are shown on pages 54 and 55. Details of the Directors’ interests in shares can be found in the Directors’ Remuneration Report on 87. During the year, no Director had any material interest in any contract with the Company or a subsidiary being a contract of significance in relation to the Company’s business. Power of Directors The Directors are responsible for the management of the business of the Company and may exercise all powers of the Company subject to applicable legislation and regulation and the Company’s Articles. The rules governing the appointment and replacement of Directors are set out in the Company’s Articles of Association. The Articles of Association may be amended by special resolution of the Company’s shareholders. A copy of the Articles of Association can be found on the Company’s website: https://investors-assets.raspberrypi.com/ipo. Directors’ indemnities and liability insurance The Company’s Articles of Association provide, subject to the provision of UK legislation, an indemnity for Directors and officers of the Company in respect of liabilities they may incur in the discharge of their duties or in the exercise of their powers. Without prejudice, the Directors have the right to purchase and maintain insurance for the benefit of any person who is or was at any time a Director or Secretary of the Company or any person who is or was at any time a trustee of any pension fund or employees’ share scheme in which employees of the Group are interested. This includes insurance against any liability (including all costs, charges, losses and expenses in relation to such liability) incurred by or attaching to such person in relation to such person’s duties, powers or offices in relation to the Company, or any such pension fund or employees’ share scheme. #### Directors’ report 90 Raspberry Pi Holdings plc Annual Report and Accounts 2024 Strategic report – Governance – Financial statements ![]() Research and development We prioritise in-house development with a small, highly skilled engineering team, releasing newcore hardware every three to four years and developing successors to Raspberry Pi 5 and Raspberry Pi Pico, incorporating semiconductor products like RP2350, launched this year. In accordance with IAS 38 “Intangible Assets”, internal development costs are capitalised when the criteria outlined in critical judgement 2.5.1 on pages 111 and 112 are met. Research and development costs were $17.9 million. These are the costs associated with the Group’s efforts to develop new products and are primarily made up of the labour and related costs remaining after capitalisation of allowable labour and related development costs, and theamortisation of such costs capitalised in prior periods. Given the Group’s rapid growth, foreach of the periods presented, the value of costs being capitalised to the Consolidated Statement of Financial Position have been approximately three times the value of the amortisation of such costs capitalised in the prior period. Financial instruments and risk management The Board regulates the use of free-standing derivatives (such as forward foreign exchange contracts) in accordance with established risk management strategies. Derivatives have beenemployed only once this year to mitigate foreign exchange exposure related to the IPO proceeds and have never spanned a month-end reporting date. At the year end, all financial instruments are measured at amortised cost; further information on financial instruments andrisk management is given in Note 24 to the consolidated financial statements. Results and dividends The year’s results are set out in the Consolidated Statement of Comprehensive Income. The Directors are not recommending a final dividend for the financial year ended 31 December 2024. Share capital As of 31 December 2024, the Company’s share capital consisted of 193,415,715 ordinary shares in issue and 61,610,435 deferred shares, with a nominal value of 0.0025 pence. The deferred shares have no right to receive dividends or other distributions, no right to receive notice of, attend or vote at any general meeting of the Company and no right of redemption. During the financial year, the Company did not purchase any of its own shares. No shareholders have waived rights to dividends. Major shareholders As at 31 December 2024, the Company had been notified under the Disclosure and Transparency Rules (“DTR 5”) of the following notifiable interests in the Company’s issued share capital. At 31 December 2024 Number of voting rights Percentage of voting rights held Raspberry Pi Foundation 90,326,121 46.70 Arm Technology Investments 16,252,185 8.40 Lansdowne Partners 12,211,426 6.31 Steve White Investment Management 7,120,684 3.68 Employee Benefit Trust 6,592,359 3.41 Ezrah Charitable Trust 6,430,098 3.32 Hargreaves Lansdown 5,978,981 3.09 No changes to major shareholders were disclosed to the Company between 1 January 2025 and 27 March 2025. Shareholder and voting rights All members who hold ordinary shares are entitled to receive notice of, attend and speak at any general meeting of the Company. Every member who is present in person or by proxy (who has been duly appointed) at the meeting shall have one vote, and on a poll every member who is present in person or by proxy shall have one vote for every share of which such member is the holder. The Notice of General Meeting specifies the deadlines for exercising voting rights and appointing a proxy. The Company is not aware of any agreements between shareholders that may result in restrictions on the transfer of securities and voting rights. There are no restrictions on the transfer of ordinary shares in the Company other than certain restrictions imposed by laws and regulations (such as insider trading laws and market requirements relating to closed periods) and requirements of internal rules and procedures whereby Directors and certain employees of the Company are required to hold certain shares for a set period and also prior approval to deal in the Company’s securities. #### Directors’ report continued 91 Raspberry Pi Holdings plc Annual Report and Accounts 2024 Strategic report – Governance – Financial statements Controlling shareholders A “controlling shareholder” is defined in the Listing Rules as any person who exercises or controls, on their own or together with any person with whom they are acting in concert, 30% or more of the votes able to be cast on all, or substantially all, matters at general meetings of the Company. As shown above as at 31December 2024, the Raspberry Pi Foundation through its subsidiary Raspberry Pi Mid Co Ltd holds a 46.7% equity stake in the Group. Immediately before the IPOon 11 June 2024, the Group formalised a Relationship Agreement with the Foundation touphold corporate independence. This agreement remains effective until the Foundation’s shareholding decreases below 10% or the Group’s shares are delisted. It stipulates that all transactions must occur on arm’s length terms and prohibits the Foundation from voting on matters affecting itself or engaging in actions that breach Listing Rules or compromise the Group’s independence. The Ezrah Charitable Trust holds a 3.32% shareholding as at the year-end date. As disclosed to the takeover panel prior to the initial public offering in May 2024, the Group believes that Ezrah acts in concert with the Foundation. With a combined shareholding of 50.02%, a parallel Relationship Agreement with Ezrah was also executed on 11 June 2024. The Foundation is entitled to nominate up to two Non-Executive Directors if its shareholding exceeds 25%, or one if it is between 10% and 25%. Currently, Daniel Labbad serves as the Director nominated by the Foundation. All other Board members were appointed without external influence and are regarded as independent. Change of control and loss of office The Company is not party to any significant agreements which take effect, alter or terminate solely upon a change of control of the Company. However, in the event of a change of control of the Company, Raspberry Pi Holdings plc’s Revolving Credit Facility will be subject to early repayment in full if a majority of the lending banks give written notice, or in part if a lending bank gives written notice following a change of control. The Company’s share option plans and its Long-Term Incentive Plan contain provisions regarding a change of control. Outstanding options and awards may vest on a change of control, subject to the satisfaction of any relevant performance conditions. Directors’ service contracts are terminable by the Company on giving one year’s notice. Thereare no agreements between the Company and its Directors or employees providing for additional compensation for loss of office or employment (whether through resignation, redundancy, retirement or otherwise) that occurs because of a takeover bid. Political donations The Group did not make any political donations during the year. Branches The Company has no overseas branches. Auditor In accordance with section 489 of the Companies Act 2006, a resolution proposing to reappoint Grant Thornton LLP as auditor to the Group will be proposed at the AGM, with a level of remuneration subject to the approval of the Audit and Risk Committee. Disclosure of information to the auditor Each of the Directors at the date of the approval of this report confirms that: • so far as the Director is aware, there is no relevant audit information of which the Company’s auditor is unaware; and • the Director has taken all the reasonable steps that they ought to have taken as a Director to make themselves aware of any relevant audit information and to establish that the Company’s auditor is aware of the information. The confirmation is given and should be interpreted in accordance with the provisions of section 418 of the Companies Act 2006. Events after the reporting period Details of important events affecting Raspberry Pi since 31 December 2024 are disclosed in Note 32 to the consolidated financial statements. The Directors’ Report has been approved by the Board and is signed on its behalf by: Richard Boult Chief Financial Officer 1April 2025 #### Directors’ report continued 92 Raspberry Pi Holdings plc Annual Report and Accounts 2024 Strategic report – Governance – Financial statements The Directors are responsible for preparing the Annual Report, the Directors’ Remuneration Report and the financial statements in accordance with applicable law and regulations. Company law requires the Directors to prepare financial statements for each financial year. Under that law, the Directors have prepared the Group financial statements with UK-adopted International Accounting Standards (“IAS”), with International Financial Reporting Standards (“IFRS”) as issued by the International Accounting Standards Board (“IASB”) and with the requirements of the Companies Act 2006 (the “Act”). The Directors have also chosen to prepare the standalone Company financial statements in accordance with Financial Reporting Standard 102 (“FRS 102”) “The Financial Reporting Standard applicable in the UK and Republic of Ireland” and with the requirements of the Companies Act 2006. Under company law, the Directors must not approve the financial statements unless they aresatisfied that they give a true and fair view of the state of affairs of the Group and the Company and of the profit or loss of the Group and Company for that period. In preparing these financial statements, the Directors are required to: • select suitable accounting policies and then apply them consistently; • present information, including accounting policies, in a manner that provides relevant, reliable, comparable and understandable information; • make judgements and accounting estimates that are reasonable andprudent; • provide additional disclosures when compliance with the specific requirements in IFRS is insufficient to enable users to understand the impact of particular transactions, other events and conditions of the entity’s financial performance; • for the Group financial statements, state whether International Accounting Standards in conformity with the requirements of the Companies Act 2006 and IFRS have been followed, subject to any material departures disclosed and explained in the financial statements; • for the standalone Company financial statements, state whether applicable UK accounting standards have been followed, subject to any material departures disclosed and explained in the Company financial statements; and • prepare the financial statements on the going concern basis unless it is inappropriate to presume that the Company will continue in business. The Directors are responsible for keeping adequate accounting records that are sufficient to show and explain the transactions, and disclose with reasonable accuracy at any time the financial position of the Group and the Company, and enable them to ensure that the financial statements and the Directors’ Remuneration Report comply with the Companies Act 2006 and,as regards the Group financial statements, Article 4 of the IAS Regulation. They are also responsible for safeguarding the assets of the Group and the Company and hence for taking reasonable steps for the prevention and detection of fraud and other irregularities. Under applicable law and regulations, the Directors are also responsible for preparing a Strategic Report, Directors’ Report, Directors’ Remuneration Report and Corporate Governance Statement that comply with that law and those regulations. Each of the Directors, whose names and functions are listed in the Board of Directors section on pages 54 and 55, confirm that, to the best of their knowledge: • so far as the Directors are aware, there is no relevant audit information of which the Group’s and the Company’s auditors are unaware; and • the Directors have taken all the steps that they ought to have taken as Directors in order to make themselves aware of any relevant audit information and to establish that the Group’s and the Company’s auditors are aware of that information. The Directors are responsible for preparing the Annual Report in accordance with applicable laws and regulations. The Directors consider the Annual Report and financial statements, taken as a whole, provides the information necessary to assess the Group and Company’s performance, business model and strategy, and is fair, balanced and understandable. The Directors are responsible for the maintenance and integrity of the corporate and financial information included on the Group and Company’s website. Legislation in the United Kingdom governing the preparation and dissemination of the financial statements may differ from legislation in other jurisdictions. These statements were approved by the Board on 1 April 2025 and signed on its behalf by: Dr Eben Upton CBE FREng Chief Executive Officer 1April 2025 #### Statement of Directors’ responsibilities 93 Raspberry Pi Holdings plc Annual Report and Accounts 2024 Strategic report – Governance – Financial statements ![]() 94 Raspberry Pi Holdings plc Annual Report and Accounts 2024 Strategic report – Governance – Financial statements # Financial statements Inside this section: 95 Independent auditor’s report 106 Consolidated statement of comprehensive income 107 Consolidated statement of financialposition 108 Consolidated statement of changes inequity 109 Consolidated statement of cash flows 110 Notes to the consolidated financialstatements 134 Company balance sheet 134 Company statement of changes inequity 135 Notes to the Company financial statements 138 Company information and contact details ![]() Opinion Our opinion on the financial statements is unmodified We have audited the financial statements of Raspberry Pi Holdings plc (the “parent company”) and its subsidiaries (the “Group”) for the period ended 31 December 2024, which comprise the Consolidated Statement of Comprehensive Income, the Consolidated Statement of Financial Position, the Consolidated Statement of Changes in Equity, the Consolidated Statement of Cash Flows, the Company Balance Sheet, the Company Statement of Changes in Equity and notes to the financial statements, including material accounting policy information. The financial reporting framework that has been applied in the preparation of the Group financial statements is applicable law and UK-adopted international accounting standards. The financial reporting framework that has been applied in the preparation of the parent company financial statements is applicable law and United Kingdom Accounting Standards, including Financial Reporting Standard 102 “The Financial Reporting Standard applicable in the UK and Republic of Ireland” (United Kingdom Generally Accepted Accounting Practice). In our opinion: • the financial statements give a true and fair view of the state of the Group’s and of the parent company’s affairs as at 31 December 2024 and of the Group’s profit for the period then ended; • the Group financial statements have been properly prepared in accordance with UK- adopted international accounting standards; • the parent company financial statements have been properly prepared in accordance with United Kingdom Generally Accepted Accounting Practice; and • the financial statements have been prepared in accordance with the requirements of the Companies Act 2006. Basis for opinion We conducted our audit in accordance with International Standards on Auditing (UK) (ISAs (UK)) and applicable law. Our responsibilities under those standards are further described in the “Auditor’s responsibilities for the audit of the financial statements” section of our report. We are independent of the Group and the parent company in accordance with the ethical requirements that are relevant to our audit of the financial statements in the UK, including the FRC’s Ethical Standard as applied to listed public interest entities, and we have fulfilled our other ethical responsibilities in accordance with these requirements. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion. Conclusions relating to going concern We are responsible for concluding on the appropriateness of the Directors’ use of the going concern basis of accounting and, based on the audit evidence obtained, whether a material uncertainty exists related to events or conditions that may cast significant doubt on the Group’s and the parent company’s ability to continue as a going concern. If we conclude that amaterial uncertainty exists, we are required to draw attention in our report to the related disclosures in the financial statements or, if such disclosures are inadequate, to modify the auditor’s opinion. Our conclusions are based on the audit evidence obtained up to the date of our report. However, future events or conditions may cause the Group or the parent company to cease to continue as a going concern. Our evaluation of the Directors’ assessment of the Group’s and the parent company’s ability tocontinue to adopt the going concern basis of accounting included the following procedures: • We obtained and assessed management’s assessment of going concern assumptions andsupporting information, including budgets and cash flow forecasts for the period to 30April 2026. • We tested the arithmetical accuracy of the model. • We evaluated historical forecasting accuracy by comparing to the forecasts made in 2023 for the current period against the actual results in the current period. • We reviewed the actual results of the Group post 31 December 2024 up to the date ofsigning the audit opinion to determine whether actual results are in line with budgetedresults. • We challenged the key assumptions used by management in the going concern model for adequacy and assessed whether purchase commitments for component inventory have been appropriately included within the forecasts. • We obtained an understanding of the revolving credit facility signed in March 2025 and the impact of the covenants on management’s sensitivity analysis. #### Independent auditor’s report to the members of Raspberry Pi Holdings plc 95 Raspberry Pi Holdings plc Annual Report and Accounts 2024 Strategic report – Governance – Financial statements ![]() Conclusions relating to going concern continued • We obtained management’s sensitivity analysis and reverse stress test forecasts, assessedthese for reasonableness and challenged management’s plans and options formitigating actions. • We reviewed the disclosures concerning the going concern basis of preparation of the financial statements and assessed these for adequacy and completeness. • We considered and inquired whether management and those charged with governance were aware of events and conditions beyond the period of management’s assessment that cast significant doubt on the Group’s ability to continue as a going concern. In our evaluation of the Directors’ conclusions, we considered the inherent risks associated with the Group’s and the parent company’s business model including effects arising from macro-economic uncertainties such as the cost of living crisis and threatened US tariffs, we assessed and challenged the reasonableness of estimates made by the Directors and the related disclosures and analysed how those risks might affect the Group’s and the parent company’s financial resources or ability to continue operations over the going concern period. 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. 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 parent company’s ability to continue as a going concern for a period of at least twelve months from when the financial statements are authorised for issue. In relation to the Group’s reporting on how it has applied the UK Corporate Governance Code, we have nothing material to add or draw attention to in relation to the Directors’ statement in the financial statements about whether the Directors considered it appropriate to adopt the going concern basis of accounting. Our responsibilities and the responsibilities of the Directors with respect to going concern are described in the relevant sections of this report. Our approach to the audit Overview of our audit approach Overall materiality: Group: $987,000, which represents approximately 5% of the Group’s profit before tax excluding IPO-related costs. Parent company: $836,000, which represents approximately 0.3% of the parent company’s total assets. Key audit matters were identified as: • Capitalisation of development costs; and • Net realisable value of inventory. We performed an audit of financial information using component materiality (full-scope audit procedures) for Raspberry Pi Ltd and an audit of one or more classes of transactions (specific scope procedures) for Raspberry Pi Holdings plc (the parent company). The components which were subject to full-scope and specific scope audit procedures contributed 100% of the group’s revenue, 94% of the Group’s absolute profit before tax and 100% of the Group’s total assets. We performed analytical procedures using group materiality on the financial information of the remaining group component which is based in the United States ofAmerica. #### Independent auditor’s report continued to the members of Raspberry Pi Holdings plc 96 Raspberry Pi Holdings plc Annual Report and Accounts 2024 Strategic report – Governance – Financial statements ![]() Key audit matters Key audit matters are those matters that, in our professional judgement, were of most significance in our audit of the financial statements of the current period and include the mostsignificant assessed risks of material misstatement (whether or not due to fraud) that weidentified. These matters included those that had the greatest effect on: the overall audit strategy; the allocation of resources in the audit; and directing the efforts of the engagement team. These matters were addressed in the context of our audit of the financial statements asa whole, and in forming our opinion thereon, and we do not provide a separate opinion onthese matters. In the graph below, we have presented the key audit matters and significant risks relevant to the audit. This is not a complete list of all risks identified by our audit. #### Independent auditor’s report continued to the members of Raspberry Pi Holdings plc 97 Raspberry Pi Holdings plc Annual Report and Accounts 2024 Strategic report – Governance – Financial statements ![]() Key audit matters continued Key Audit Matter – Group How our scope addressed the matter – Group Capitalisation of development costs We identified the capitalisation of development costs as one of the most significant assessed risks of material misstatement due to fraud and error. Under IAS 38 “Intangible Assets”, development costs are capitalised if certain criteria have been met. The amount of costs capitalised during the period is material. There is a risk that the capitalised development costs do not meet the criteria for capitalisation. There is significant risk due to fraud, particularly in the potential misallocation of costs between projects to achieve targeted financial outcomes by increasing the proportion ofcostscapitalised to improve profitability. Additionally, there is judgement involved in meeting the IAS 38 criteria, which may lead to errors resulting in inappropriate capitalisation of development expenditures during the period. In responding to the key audit matter, we performed the following audit procedures: • Obtained an understanding of the capitalisation process and evaluated the design and implementation of relevant controls therein; • Assessed the relevant projects to determine whether capitalisation had occurred in accordance with the criteria specified by IAS 38. This included discussions with Group management outside of the finance team; • To assess if time had been appropriately allocated to projects, we held discussions with a selection of engineers, gained an understanding of how they had spent their time during the period and assessed whether this was consistent with their timesheet data, which is used to calculate the costs to be capitalised against each project; • Agreed a sample of relevant time costs to payroll and other supporting records, such as timesheets, as appropriate to determine the accuracy of the costs; • Agreed a sample of other costs capitalised in the period to external invoices to determine the accuracy of the costs, whether the project detailed on the purchase order for the items in our sample was consistent with the project against which the cost was capitalised, and that the costs did not relate to maintenance of existing on-market projects; and • Assessed the adequacy and completeness of related disclosures in the Annual Report. Relevant disclosures in the Annual Report and Accounts • Financial statements: Note 2.5.1 Critical Judgement: Capitalisation of internal and external development costs, Note 11 Intangible Assets • Audit and Risk Committee Report: Page 62 Our results Based on our audit work, we did not identify any material errors in respect of the development costs capitalised during the period. #### Independent auditor’s report continued to the members of Raspberry Pi Holdings plc 98 Raspberry Pi Holdings plc Annual Report and Accounts 2024 Strategic report – Governance – Financial statements ![]() Key audit matters continued Key Audit Matter – Group How our scope addressed the matter – Group Net realisable value of inventory We identified the net realisable value of inventory as one of the most significant assessed risks of material misstatement due to fraud and error. The inventory balance held by the Group is material and has increased significantly during theperiod. There is a risk that inventory may be misstated due to improper valuation. We pinpointed this risk to the inventory provision for finished goods and components relatingto previous generations of product and customer-specific inventory as this is open toheightened uncertainty as new products come to market and presents the greatest opportunity for fraud and error. Specifically, there is an increased level of complexity and therefore risk of error when determining the amounts to be provided against this type ofinventory as well as increased opportunity to fraudulently understate the level of provisionrequired. In responding to the key audit matter, we performed the following audit procedures: • Obtained an understanding of the inventory provisioning process and evaluated the design and implementation of relevant controls therein; • Performed a look back test to compare inventory write offs and actual sales with the prior period provision; • Assessed the stock valuation policy to test whether it is consistent with the comparative period and in accordance with IAS 2 “Inventories”; • Assessed the provisioning risk on a product line basis using a risk-based approach, based on our knowledge of recent product launches and sales data; • Performed a granular review at a stock keeping unit (SKU) level, being the level of detail adopted by management; • Challenged management, including both the engineering and finance teams, where specific SKUs had historically low levels of usage or exceeded the volume of other related components and obtained evidence to support key assumptions; • Evaluated whether assumptions for expected usage were reasonable and consistent withother accounting estimates such as impairment models, going concern and viabilityforecasts; • Reviewed the inventory provision, agreed the inputs to the period end inventory records andreperformed management’s calculation; and • Assessed the adequacy and completeness of related disclosures in the Annual Report. Relevant disclosures in the Annual Report and Accounts • Financial statements: Note 2.5.3 Critical estimate: Net realisable value of inventory, Note15,Inventories • Audit and Risk Committee report: Page 62 Our results Based on our audit work, we did not identify any material errors in respect of the net realisable value of inventory as at 31 December 2024. We did not identify any key audit matters relating to the audit of the financial statements of the parent company only. #### Independent auditor’s report continued to the members of Raspberry Pi Holdings plc 99 Raspberry Pi Holdings plc Annual Report and Accounts 2024 Strategic report – Governance – Financial statements ![]() Our application of materiality We apply the concept of materiality both in planning and performing the audit, and in evaluating the effect of identified misstatements on the audit and of uncorrected misstatements, if any, on the financial statements and in forming the opinion in the Auditor’s Report. Materiality was determined as follows: Materiality measure Group Parent company Materiality for financial statements as a whole We define materiality as the magnitude of misstatement in the financial statements that, individually or in the aggregate, could reasonably be expected to influence the economic decisions of the users of these financial statements. We use materiality in determining the nature, timing and extent of our audit work. Materiality threshold $987,000, which represents 5% of the Group’s forecast profit before tax excluding IPO-related costs. $836,000, which represents approximately 0.3% of the parent company’s net assets. Significant judgements made by auditor in determining materiality In determining materiality, we made the following significant judgements: • The Group’s profit before tax is considered the most appropriate benchmark because it is a prominent key performance measure for users of the financial statements; and • IPO-related costs are material and not expected to recur. We excluded them from our benchmark to better reflect the underlying profitability of the Group. In determining materiality, we made the following significant judgements: • The parent company’s net assets is considered the most appropriate benchmark because the largest financial statement line items are investments and intercompany receivables, and its principle activity is that of an investment holding company which does not trade. Significant revisions of materiality threshold that were made as the auditprogressed We calculated materiality during the planning stage of the audit and then during the course of our audit, we re-assessed initial materiality based on actual profit before tax for the year ended 31 December 2024 and adjusted our audit procedures accordingly. We calculated materiality during the planning stage of the audit and then during the course of our audit, we re-assessed initial materiality based on the revision to group materiality. #### Independent auditor’s report continued to the members of Raspberry Pi Holdings plc 100 Raspberry Pi Holdings plc Annual Report and Accounts 2024 Strategic report – Governance – Financial statements ![]() Our application of materiality continued Performance materiality used todrive the extent of our testing We set performance materiality at an amount less than materiality for the financial statements as a whole to reduce to an appropriately low level the probability that the aggregate of uncorrected and undetected misstatements exceeds materiality for the financial statements as a whole. Performance materiality threshold $690,900, which is 70% of financial statement materiality. The range of component performance materialities used across the Group was $654,500 to $585,200. $585,200, which is 70% of financial statement materiality. Parentcompany component performance materiality has been cappedat an amount less than group performance materiality forgroup audit purposes. Significant judgements made byauditor in determining performance materiality In determining performance materiality, we made the following significant judgements: • Our understanding of the Group, updated during the performance of risk assessment procedures; and • Our experience with auditing the financial statements of Raspberry Pi Ltd in previous years (for example, the level of uncorrected misstatements in the prior year). In determining component performance materiality, we made the following significant judgements: • Extent of disaggregation of financial information across components. All of the Group’s revenue and the majority of its expenses and other income are included within a single component. For each component in scope for our group audit, we allocated aperformance materiality that is less than our overall group performance materiality. In determining performance materiality, we made the following significant judgements: • Our understanding of the entity, updated during the performance ofrisk assessment procedures; and • The fact that this is the parent company’s first set of financialstatements. Specific materiality We determine specific materiality for one or more particular classes of transactions, account balances or disclosures for which misstatements of lesser amounts than materiality for the financial statements as a whole could reasonably be expected to influence the economic decisions of users taken on the basis of the financial statements. Specific materiality We determined a lower level of specific materiality for the following areas: • Directors remuneration; and • Transactions with Directors’ Related Parties external to the Group. We determined a lower level of specific materiality for the following areas: • Directors remuneration; and • Transactions with Directors’ Related Parties external to the Group. Communication of misstatements tothe Audit and Risk Committee We determine a threshold for reporting unadjusted differences to the Audit and Risk Committee. Threshold for communication $49,400, which represents 5% of financial statement materiality, and misstatements below that threshold that, in our view, warrant reporting on qualitative grounds. $41,800, which represents 5% of financial statement materiality, and misstatements below that threshold that, in our view, warrant reporting on qualitative grounds. Materiality measure Group Parent company #### Independent auditor’s report continued to the members of Raspberry Pi Holdings plc 101 Raspberry Pi Holdings plc Annual Report and Accounts 2024 Strategic report – Governance – Financial statements ![]() Our application of materiality continued The graph below illustrates how performance materiality and the range of component performance materiality interacts with our overall materiality and the threshold for communication to the Audit and Risk Committee. Overall materiality – Group Overall materiality – Parent FSM: Financial statement materiality, PM: Performance materiality, RoPM: range of performance materiality at twocomponents, TfC: Threshold for communication to the Auditand Risk Committee An overview of the scope of our audit We performed a risk-based audit that requires an understanding of the Group’s and the parent company’s business and in particular matters related to: Understanding the Group, its components, their environments, and its system of internal control including common controls • The engagement team obtained an understanding of the Group and its components, their environment, and its system of internal control, including the nature and extent of common controls and centralised activities relevant to financial reporting, and assessed the risks of material misstatement at the group level; • The engagement team noted that accounting for all components is performed within a central function within the United Kingdom and therefore determined that component audit work should be performed by the group audit team. Identifying components at which to perform audit procedures • The group auditor determined the components at which to perform audit procedures by considering the following: – The Group’s trading subsidiary, Raspberry Pi Ltd, individually includes a risk of materialmisstatement to the group financial statements as it contains all of the Group’s external revenue. – The Parent company was included in scope for further audit procedures to obtained sufficient appropriate audit evidence for significant classes of transactions. Type of work to be performed on financial information of parent and other components (including how it addressed the key audit matters) • Audit procedures were performed on the entire financial information of Raspberry Pi Ltd (full-scope audit). This work included full coverage of the two key audit matters described inthe relevant section of this report. • In the context of the group audit, the audit of the parent company included one or moreclasses of transactions including specified, risk focused audit procedures (specificscope procedures). • Analytical procedures at Group level (analytical procedures) were performed on the group’sNorth American subsidiary. The Group’s other subsidiary has not traded and hasnobalances. #### Independent auditor’s report continued to the members of Raspberry Pi Holdings plc 102 Raspberry Pi Holdings plc Annual Report and Accounts 2024 Strategic report – Governance – Financial statements ![]() An overview of the scope of our audit continued Performance of our audit • All audit procedures were performed from a single location, being the Group’s Head Office in the United Kingdom, with the exception of physical inventory count procedures. • Full-scope audit and specific scope audit procedures provided coverage of 100% of Group revenue, 100% of Group total assets, and 94% of Group absolute profit before tax; and • Our audit work included interim testing in advance of the period end, evaluation of the Group’s internal control environment, the consolidation process and consideration of IT systems and assessment of the design and implementation of IT controls. Further audit procedures performed on components subject to specific scope and specified procedures may not have included testing of all significant account balances of such components, but further audit procedures were performed on specific accounts within that component that we, the group auditor, considered had the potential for the greatest impact on the Group financial statements either due to risk, size or coverage. The components within the scope of further audit procedures accounted for the following percentages of the Group’s results, including the key audit matters identified: Audit approach No. of components % coverage Group total assets % coverage Group revenue % coverage Group absolute PBT Full-scope audit 1 100 100 82 Specific scope audit 1 – – 12 Full-scope and specific scope procedures coverage 2 100 100 94 Analytical procedures 1 – – 6 Total 3 100 100 100 Other information The other information comprises the information included in the Annual Report and Accounts, other than the financial statements and our Auditor’s Report thereon. The Directors are responsible for the other information contained within the Annual Report and Accounts. Ouropinion on the financial statements does not cover the other information and, except tothe extent otherwise explicitly stated in our report, we do not express any form of assuranceconclusion thereon. Our responsibility is to read the other information and, in doing so, consider whether the other information is materially inconsistent with the financial statements or our knowledge obtained in the audit or otherwise appears to be materially misstated. If we identify such material inconsistencies or apparent material misstatements, we are required to determine whether there is a material misstatement in the financial statements themselves. If, based on the work we have performed, we conclude that there is a material misstatement of this other information, we are required to report that fact. We have nothing to report in this regard. Our opinions on other matters prescribed by the Companies Act 2006 are unmodified In our opinion, the part of the Directors’ Remuneration Report to be audited has been properly prepared in accordance with the Companies Act 2006. In our opinion, based on the work undertaken in the course of the audit: • the information given in the Strategic Report and the Directors’ Report for the financial period for which the financial statements are prepared is consistent with the financial statements and those reports have been prepared in accordance with applicable legal requirements; • the information about internal control and risk management systems in relation to financial reporting processes and about share capital structures, given in compliance with rules 7.2.5 and 7.2.6 in the Disclosure Rules and Transparency Rules sourcebook made by the Financial Conduct Authority (the FCA Rules), is consistent with the financial statements and has been prepared in accordance with applicable legal requirements; and • information about the Company’s corporate governance code and practices and about its administrative, management and supervisory bodies and their committees complies with rules 7.2.2, 7.2.3 and 7.2.7 of the FCA Rules. Matters on which we are required to report under the Companies Act 2006 In the light of the knowledge and understanding of the Group and the parent company and their environment obtained in the course of the audit, we have not identified material misstatements in: • the Strategic Report or the Directors’ Report; or • the information about internal control and risk management systems in relation to financial reporting processes and about share capital structures, given in compliance with rules 7.2.5 and 7.2.6 of the FCA Rules. #### Independent auditor’s report continued to the members of Raspberry Pi Holdings plc 103 Raspberry Pi Holdings plc Annual Report and Accounts 2024 Strategic report – Governance – Financial statements Matters on which we are required to report by exception We have nothing to report in respect of the following matters in relation to which the Companies Act 2006 requires us to report to you if, in our opinion: • adequate accounting records have not been kept by the parent company, or returns adequate for our audit have not been received from branches not visited by us; or • the parent company financial statements and the part of the Directors’ Remuneration Report to be audited are not in agreement with the accounting records and returns; or • certain disclosures of Directors’ remuneration specified by law are not made; or • we have not received all the information and explanations we require for our audit; or • a corporate governance statement has not been prepared by the parent company. Corporate governance statement We have reviewed the Directors’ statement in relation to going concern, longer-term viability and that part of the Corporate Governance Statement relating to the Group’s compliance withthe provisions of the UK Corporate Governance Code specified for our review by the Listing Rules. Based on the work undertaken as part of our audit, we have concluded that each of the following elements of the Corporate Governance Statement is materially consistent with the financial statements or our knowledge obtained during the audit: • the Directors’ statement with regards to the appropriateness of adopting the going concern basis of accounting and any material uncertainties identified set out on page 51; • the Directors’ explanation as to their assessment of the Group’s prospects, the period this assessment covers and why the period is appropriate as set out on page 51; • the Director’s statement on whether they have a reasonable expectation that the Group will be able to continue in operation and meet its liabilities set out on page 51; • the Directors’ statement on fair, balanced and understandable set out on page 93; • the Board’s confirmation that it has carried out a robust assessment of the emerging andprincipal risks set out on page 42; • the Section of the Annual Report that describes the review of the effectiveness of risk management and internal control systems set out on page 65; and • the section describing the work of the Audit and Risk Committee set out on page 62. Responsibilities of directors As explained more fully in the Directors’ responsibilities statement set out on page 93, the Directors are responsible for the preparation of the financial statements and for being satisfied that they give a true and fair view, and for such internal control as the Directors determine is necessary to enable the preparation of financial statements that are free from material misstatement, whether due to fraud or error. In preparing the financial statements, the Directors are responsible for assessing the Group’s and the parent company’s ability to continue as a going concern, disclosing, as applicable, matters related to going concern and using the going concern basis of accounting unless the Directors either intend to liquidate the Group or the parent company or to cease operations, or have no realistic alternative but to do so. Auditor’s responsibilities for the audit of the financial statements Our objectives are to obtain reasonable assurance about whether the financial statements as a whole are free from material misstatement, whether due to fraud or error, and to issue an Auditor’s Report that includes our opinion. Reasonable assurance is a high level of assurance but is not a guarantee that an audit conducted in accordance with ISAs (UK) will always detect a material misstatement when it exists. Misstatements can arise from fraud or error and are considered material if, individually or in the aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of these financial statements. Irregularities, including fraud, are instances of non-compliance with laws and regulations. Theextent to which our procedures are capable of detecting irregularities, including fraud, isdetailed below: • The following laws and regulations were identified as the most significant: UK-adopted International Accounting Standards (IFRS), the FCA Listing Rules, Companies Act 2006 and the relevant tax legislation in the United Kingdom and other jurisdictions in which the group operates. In addition, we concluded that there are certain significant laws and regulations that may have an effect on the determination of the amounts and disclosures in the financial statements, including data security and protection, and health and safety. • We made enquiries with management and the Audit and Risk committee concerning the Group’s policies and procedures relating to: – The identification, evaluation and compliance with laws and regulations. – The detection and response to the risks of fraud; and – The establishment of internal controls to mitigate risks related to fraud or non-compliance with laws and regulations. #### Independent auditor’s report continued to the members of Raspberry Pi Holdings plc 104 Raspberry Pi Holdings plc Annual Report and Accounts 2024 Strategic report – Governance – Financial statements Auditor’s responsibilities for the audit of the financial statements continued • We corroborated our inquires through our reading of Board meeting minutes and through our review of professional fees incurred by the parent company and full scope component during the period. • We assessed the susceptibility of the Group and parent company’s financial statements to material misstatement, including how fraud might occur, by evaluating management’s incentives and opportunities for manipulation of the financial statements. This included the evaluation of the risk of management override of controls. Audit procedures performed by the audit engagement team included: – Identifying and assessing the design effectiveness of controls management has in place to prevent and detect fraud. – Challenging the assumptions and judgements made by management in making its significant accounting estimates. – Utilising valuations experts in our testing of share based payment charges and the discount rate within impairment models. – Identifying and testing journal entries, any large or unusual journal entries recorded inthegeneral ledger of the parent company and full scope component and other adjustments made in the preparation of the group and parent company financial statements; and assessing the extent of compliance with certain significant laws andregulations that may have an effect on the determination of the accounts anddisclosures in the financial statements. – Confirming that the Group and parent company’s management has not identified any matters of non-compliance with laws and regulations or fraud. • In addition, we completed audit procedures to conclude on the compliance of disclosures in the Annual Report with applicable financial reporting requirements. • These audit procedures were designed to provide reasonable assurance that the financial statements were free from fraud or error. The risk of not detecting a material misstatement due to fraud is higher than the risk of not detecting one resulting from error and detecting irregularities that result from fraud is inherently more difficult than detecting those that result from error, as fraud may involve collusion, deliberate concealment, forgery or intentional misrepresentations. Also, the further removed non-compliance with laws and regulations is from events and transactions reflected in the financial statements, the less likely we would become aware of it. • The engagement partner's assessment of the appropriateness of the collective competence and capabilities of the engagement team included consideration of the engagement team's: – Understanding of, and practical experience with, audit engagements of a similar nature and complexity, through appropriate training and participation; and – Knowledge of the industry in which the group operates. • We communicated relevant laws and regulations and potential fraud risks to all engagement team members, including internal specialists, and remained alert to any indications of fraud or non-compliance with laws and regulations throughout the audit. This included the key audit matters as described above. • No instances of non-compliance with laws and regulations or fraud were communicated to the engagement team. A further description of our responsibilities for the audit of the financial statements is located on the Financial Reporting Council’s website at: www.frc.org.uk/auditorsresponsibilities. Thisdescription forms part of our auditor’s report. Other matters which we are required to address We were appointed by the Board on 26 November 2024 to audit the financial statements for the period ending 31 December 2024. Our total uninterrupted period of engagement is 1 year, covering the period ended 31 December 2024. The non-audit services prohibited by the FRC’s Ethical Standard were not provided to the Group or the parent company and we remain independent of the Group and the parent company in conducting our audit. Our audit opinion is consistent with the additional report to the Audit and Risk committee. Use of our report This report is made solely to the Company’s members, as a body, in accordance with Chapter3 of Part 16 of the Companies Act 2006. Our audit work has been undertaken so thatwe might state to the Company’s members those matters we are required to state to them in an auditor’s report and for no other purpose. To the fullest extent permitted by law, we do not accept or assume responsibility to anyone other than the Company and the Company’s members as a body, for our audit work, for this report, or for the opinions we have formed. Andrew Hodgekins Senior Statutory Auditor for and on behalf of Grant Thornton UK LLP Statutory Auditor, Chartered Accountants Cambridge 1 April 2025 #### Independent auditor’s report continued to the members of Raspberry Pi Holdings plc 105 Raspberry Pi Holdings plc Annual Report and Accounts 2024 Strategic report – Governance – Financial statements ![]() | | | | | | --- | --- | --- | --- | | | | Year ended | Year ended | | $ million | Notes | 31 December 2024 | 31 December 2023 | | Revenue | 3 | 259.5 | 265.8 | | Cost of sales | | (196.3) | (199.8) | | Gross profit | | 63.2 | 66.0 | | Research and development expenses | 4 | (17.9) | (10.6) | | Administrative expenses | 5 | (27.7) | (17.8) | | Operating profit | | 17.6 | 37.6 | | Finance income | 8 | 1.1 | 1.4 | | Finance cost | 8 | (2.4) | (0.8) | | Profit before taxation | | 16.3 | 38.2 | | Taxation charge | 9 | (4.6) | (6.6) | | Profit for the year | | 11.7 | 31.6 | | Operating profit | | 17.6 | 37.6 | | Amortisation and depreciation | 7 | 10.7 | 6.2 | | EBITDA | | 28.3 | 43.8 | | Employee share schemes | 29 | 6.0 | — | | Non-recurring costs | 5 | 2.9 | — | | Adjusted EBITDA | | 37.2 | 43.8 | | Earnings per share (cents) | | | | | Basic | 10 | 6.48 | 19.50 | | Diluted | 10 | 6.20 | 17.75 | The profit for the year is attributable to the shareholders of Raspberry Pi Holdings plc and is derived from continuing operations. There are no recognised gains or losses other than those presented above. The accompanying notes are an integral part of these consolidated annual financial statements. #### Consolidated statement of comprehensive income For the year ended 31December 2024 106 Raspberry Pi Holdings plc Annual Report and Accounts 2024 Strategic report – Governance – Financial statements ![]() | | | | | | --- | --- | --- | --- | | | | At 31 December | At 31 December | | $ million | Notes | 2024 | 2023 | | Assets | | | | | Intangible assets | 11 | 73.2 | 58.6 | | Property, plant and equipment | 12 | 4.5 | 5.1 | | Right-of-use assets | 13 | 6.1 | 6.7 | | Other non-current assets | 14 | 2.3 | 2.7 | | Total non-current assets | | 86.1 | 73.1 | | Inventories | 15 | 156.7 | 108.1 | | Trade and other receivables | 16 | 36.2 | 39.7 | | Current tax receivables | 16 | 6.6 | 2.2 | | Cash and cash equivalents | 17 | 45.8 | 42.2 | | Total current assets | | 245.3 | 192.2 | | Total assets | | 331.4 | 265.3 | | Liabilities | | | | | Trade and other payables | 18 | (96.1) | (81.2) | | Provisions | | (0.7) | (0.4) | | Lease liabilities | 21 | (1.4) | (1.3) | | Total current liabilities | | (98.2) | (82.9) | | Provisions | 19 | (1.9) | (0.8) | | Other non-current liabilities | 20 | (6.0) | (6.4) | | Lease liabilities | 21 | (4.8) | (5.8) | | Deferred tax liabilities | 25 | (10.1) | (10.2) | | Total non-current liabilities | | (22.8) | (23.2) | | Total liabilities | | (121.0) | (106.1) | | Net assets | | 210.4 | 159.2 | | | | | | | --- | --- | --- | --- | | | | At 31 December | At 31 December | | $ million | Notes | 2024 | 2023 | | Shareholders’ equity | | | | | Share capital | 26 | 0.8 | — | | Share premium | 26 | 32.4 | 65.4 | | Merger reserve | 26 | (221.9) | — | | Share-based payments | 27 | 2.7 | 1.3 | | Retained earnings | 26 | 396.4 | 92.5 | | Total shareholders’ equity | | 210.4 | 159.2 | The accompanying notes are an integral part of these consolidated annual financial statements. The financial statements were approved by the Board of Directors and authorised for issue on 1 April 2025. They were signed on its behalf by: Dr Eben Upton CBE FREng Richard Boult Chief Executive Officer Chief Financial Officer #### Consolidated statement of financial position As at 31December 2024 Registration number15557387 107 Raspberry Pi Holdings plc Annual Report and Accounts 2024 Strategic report – Governance – Financial statements ![]() | | | | | | | | | | --- | --- | --- | --- | --- | --- | --- | --- | | | | Share | Share | Share-based | Merger | Retained | | | $ million | | capital | premium | payments | reserve | earnings | Total | | At 1 January 2023 | A | — | 44.9 | 1.3 | — | 60.9 | 107.1 | | Profit for the period | | — | — | — | — | 31.6 | 31.6 | | Shares issued | | — | 20.5 | — | — | — | 20.5 | | At 31 December 2023 | A | — | 65.4 | 1.3 | — | 92.5 | 159.2 | | Profit for the period | | — | — | — | — | 11.7 | 11.7 | | Share-based payments | | — | — | 4.7 | — | 1.6 | 6.3 | | Share issued | | — | 0.8 | — | — | — | 0.8 | | Share reorganisation | B | 288.1 | (66.2) | — | (221.9) | — | — | | Share capital reduction | B | (287.3) | — | — | — | 287.3 | — | | Share listing proceeds | C | — | 40.0 | — | — | — | 40.0 | | Share issuance costs | C | — | (7.6) | — | — | — | (7.6) | | Share scheme settlement | | — | — | (3.3) | — | 3.3 | — | | At 31 December 2024 | | 0.8 | 32.4 | 2.7 | (221.9) | 396.4 | 210.4 | A Comparative period The comparative figures presented from 1January 2023 align with Raspberry Pi Ltd’s 2023 annual accounts on the basis that the Company was not established as the parent entityof Raspberry Pi Ltd until 23 May 2024. The consolidated accounts are presented as a continuation of Raspberry Pi Ltd’s business from 1January 2023, as the underlying operations and ownership remained unchanged. The reorganisation only affected the share capital structure, not the underlying business. B Share capital reorganisation and reduction On 23May 2024, Raspberry Pi Holdings plc acquired Raspberry Pi Ltd for $288.1 million in a share-for-share exchange. Also, on 23May 2024 a special shareholder resolution was passed toimmediately reduce the share capital toits nominal value, supported by a Directors’ solvency statement. Together with the reorganisation, this reduced share capital with acorresponding increase of $287.3million in distributable retained earnings. As consideration, shares were issued to the existing share owners, the previous share capital and $66.2 million of share premium were derecognised and the difference on consolidation wasrecorded in a merger reserve. The share capital and share premium amounts shown following the share reorganisation(and the same day capital reduction) reflectthoseof RaspberryPiHoldings plc. C London Stock Exchange listing On 11June 2024, Raspberry Pi Holdings plc listed on the London Stock Exchange, issuing 11.2 million new shares at £2.80 per share, generating $40.0 million gross proceeds and net proceeds of $32.4 million after costs of $7.6 million were deducted from equity. The accompanying notes are an integral part of these consolidated annual financial statements. #### Consolidated statement of changes in equity For the year ended 31December 2024 108 Raspberry Pi Holdings plc Annual Report and Accounts 2024 Strategic report – Governance – Financial statements ![]() | | | | | | --- | --- | --- | --- | | | | Year ended | Year ended | | $ million | Notes | 31 December 2024 | 31 December 2023 | | Cash flows from operating activities | 23 | (0.1) | 24.4 | | Interest received | | 1.1 | 1.4 | | Tax paid | | (4.2) | (4.7) | | Net cash flows (used in)/generated from operating activities | | (3.2) | 21.1 | | Cash flows from investing activities | | | | | Investment in other assets | | — | (2.7) | | Purchase of intangible assets | | (20.9) | (19.2) | | Purchase of property, plant and equipment | | (2.2) | (3.9) | | Net cash used in investing activities | | (23.1) | (25.8) | | Cash flows from financing activities | | | | | Cash proceeds from IPO share issues | | 40.0 | — | | Share issuance costs of IPO shares | | (7.6) | — | | Cash proceeds from share issues (from pre-IPO) | | 0.8 | 15.1 | | Repayment of principal on lease liabilities | | (2.2) | (0.3) | | Payment of interest on lease liabilities | | (0.4) | (0.2) | | Interest and other financing charges | | (0.8) | (0.6) | | Net cash generated from financing activities | | 29.8 | 14.0 | | Net increase in cash and cash equivalents | | 3.5 | 9.3 | | Cash and cash equivalents at beginning of period | | 42.2 | 32.8 | | Effect of exchange rates on cash and cash equivalents | | 0.1 | 0.1 | | Cash and cash equivalents | 17 | 45.8 | 42.2 | The accompanying notes are an integral part of the consolidated annual financial statements. #### Consolidated statement of cash flows For the year ended 31December 2024 109 Raspberry Pi Holdings plc Annual Report and Accounts 2024 Strategic report – Governance – Financial statements 1 General information Raspberry Pi Holdings plc (the “Company”) is a public limited company incorporated in England and Wales. The Company’s registered office is at 194 Cambridge Science Park, Milton Road, Cambridge, England CB4 0AB, and the company number is 15557387. • On 12 March 2024: Raspberry Pi ListCo Ltd was incorporated as a private limited company. • On 23 May 2024: Raspberry Pi ListCo Ltd acquired Raspberry Pi Ltd for $288.1 million. • On 3 June 2024: The Company was re-registered as Raspberry Pi Holdings plc. • On 11 June 2024: The ordinary share capital was listed on the London Stock Exchange. • On 23 September 2024: The Company was added to the FTSE 250. 2 Basis of presentation and accounting policies Explained below are the key accounting policies of Raspberry Pi Holdings plc and all its subsidiaries (the “Group”). 2.1 Basis of preparation The consolidated financial statements are prepared in accordance with UK-adopted International Accounting Standards (“IAS”) with International Financial Reporting Standards (“IFRS”) as issued by the International Accounting Standards Board (“IASB”) and with the requirements of the Companies Act 2006 (the “Act”). These consolidated financial statements are the first full year report for Raspberry Pi Holdings plc, the newly formed Group. The prior period is presented as a continuation of the former Raspberry Pi Ltd’s UK-IFRS accounts, as though the reorganisation had taken place at the start of the earliest period presented, except for the consolidated reserves of the Group, which were adjusted to reflect the capital reorganisation explained opposite. These financial statements should be read in conjunction with the annual financial statements of Raspberry Pi Ltd for the year ended 31 December 2023 which have been prepared in accordance with UK-adopted IFRS and the Companies Act 2006 applicable to companies reporting under IFRS. These are available at Companies House and in the investor section of the corporate website. These consolidated financial statements have been prepared under the historical cost convention unless otherwise stated. The Group’s presentation currency is US Dollars, rounded to the nearest point million. Since all material subsidiaries have US Dollars as their functional currency, there is no foreign exchange upon consolidation and hence any cumulative translation reserve. The standalone entity, Raspberry Pi Holdings plc, prepares its individual financial statements in accordance with Financial Reporting Standard 102 (“FRS 102”) “The Financial Reporting Standard applicable in the UK and Republic of Ireland“ and with the requirements of the Companies Act 2006. No material adjustments are needed to follow the Group’s IFRS accounting policies, as they are the same when applied in practice. 2.2 Capital reorganisation On 23 May 2024 Raspberry Pi Holdings plc acquired the entire shareholding of Raspberry Pi Ltd for $288.1 million by way of a share-for-share exchange agreement. This does not constitute a business combination under IFRS 3 “Business Combinations” as both entities were under common control and Raspberry Pi Holdings plc as the listing vehicle did not constitute a business as defined by IFRS 3. The transaction is accounted for as a capital reorganisation of Raspberry Pi Ltd in the financial statements of Raspberry Pi Holdings plc. Under a capital reorganisation, the consolidated financial statements reflect the pre-combination book values of Raspberry Pi Ltd, with comparative information presented for all periods. This differs from a common control business combination using predecessor values, where an entity could elect to account for the acquisition of the acquiree on a prospective basis rather than retrospectively. In a capital reorganisation, the pre-combination book values of the existing entity are transferred into the consolidated financial statements, because no substantive economic change has occurred except that the consolidated reserves of the Group have been adjusted to reflect the statutory share capital of Raspberry Pi Holdings plc with the difference presented in the merger reserve. 2.3 Basis of consolidation The consolidated financial statements incorporate the financial statements of Raspberry Pi Holdings plc (the “Company”) and its subsidiary undertakings. Subsidiaries are entities over which the Group has control. Control is achieved when the Group is exposed, or has rights, to variable returns from its involvement with the investee and has the ability to affect those returns through its power over the investee. All intra-group assets and liabilities, equity, income, expenses and cash flows relating to transactions between members of the Group are eliminated in full on consolidation. #### Notes to the consolidated financial statements For the year ended 31December 2024 110 Raspberry Pi Holdings plc Annual Report and Accounts 2024 Strategic report – Governance – Financial statements ![]() 2 Basis of presentation and accounting policies continued 2.4 Going concern The consolidated financial statements have been prepared on a going concern basis, assuming the Group can meet its liabilities as they fall due. This assessment is supported by proceeds from the recent listing, access to the extended Revolving Credit Facility (“RCF”), and strong relationships with key customers and suppliers. Profitability and financial position: The Group reported a profit of $11.7 million for the year. Net current assets were $147.1 million, and net current financial liabilities totalled $14.1 million. Cash proceeds from listing: On 11 June 2024, Raspberry Pi Holdings plc raised $32.4 million net of transaction costs by issuing 11.2 million new shares at £2.8 per share, further strengthening its financial position with year-end cash and cash equivalents of $45.8 million. Extension of Revolving Credit Facility: On 5 March 2025, the RCF was extended, increasing available funds to $80.0 million (2024: $40.0 million) and extending the term to 4 March 2029 (2024: 24 April 2027), providing additional liquidity to support operations. Liquidity and cash flow forecasts: The Board’s cash flow forecasts and projections confirm the Group can operate within its cash and committed facilities for the period to 30 April 2026. Available liquidity, including both cash and committed facilities, has been considered in this assessment. The Directors have deemed this period to be appropriate for the going concern assessment. No plausible events or conditions beyond the assessment period that may cast significant doubt on the Group’s ability to continue as a going concern have been identified. Sensitivity analysis and stress testing: Sensitivities applied to forecasts include a 20% reduction in unit sales and a general liquidity reduction. Even under these combined scenarios, the Group expects to meet its funding needs for 2025 and 2026, confirming its ability to continue operations. Reverse stress testing: A reverse stress test modelled the sales decline required to exhaust liquidity and breach banking covenants. This scenario was deemed implausible. Conclusion: Based on these considerations, the Board concludes the Group can operate within its committed facilities and cash resources for the foreseeable future. Accordingly, the Directors have adopted the going concern basis in preparing the consolidated financial statements. 2.5 Critical accounting judgements and estimates (not relating to the IPO) In preparing these consolidated financial statements, critical judgements in the application of accounting policies can have a significant effect on the financial results. Any changes in critical estimates and assumptions made could materially impact the amounts of assets, liabilities, revenue and expenses reported next year as actual amounts and results could differ from those estimates or those estimates could change in future. 2.5.1 Critical judgement: Capitalisation of internal and external development costs We prioritise in-house development with a small, highly skilled engineering team, releasing new core hardware every three to four years and developing successors to Raspberry Pi 5 and Raspberry Pi Pico, alongside semiconductor products such as the RP2350 launched this year. The Group exercises significant judgement in determining whether internal and external development costs for pipeline products meet the capitalisation criteria within IAS 38 “Intangible Assets”. Costs are capitalised only when they are directly attributable, reliably measurable and relate to future new products that are considered technically feasible, commercially viable and supported by the necessary skilled resources and internal commitment to completion. Forecasted profit margins must exceed capitalised costs. Management makes judgements when these capitalisation criteria are met and continue to be met for active pipeline development projects. The costs associated with the Group’s efforts to develop new products are made up of directly attributable internal employee costs for those working on development, costs of external materials and services consumed in development and amortisation of licences (software or designs) used directly in development as per below. | | | | | | | | | --- | --- | --- | --- | --- | --- | --- | | | 2024 | 2024 | | 2023 | 2023 | | | $ million | Capitalised | Total | % | Capitalised | Total | % | | Internal costs | 8.1 | 17.6 | 46% | 5.5 | 10.9 | 50% | | External costs | 12.5 | 14.6 | 86% | 8.9 | 11.1 | 80% | | Directly attributable | | | | | | | | R&D – cash | 20.6 | 32.2 | 64% | 14.4 | 22.0 | 65% | | Amortisation | 6.0 | 7.4 | 81% | 1.9 | 2.3 | 83% | | Total directly | | | | | | | | attributable R&D | 26.6 | 39.6 | 67% | 16.3 | 24.3 | 67% | #### Notes to the consolidated financial statements continued For the year ended 31December 2024 111 Raspberry Pi Holdings plc Annual Report and Accounts 2024 Strategic report – Governance – Financial statements 2 Basis of presentation and accounting policies continued 2.5 Critical accounting judgements and estimates (not relating to the IPO) continued 2.5.1 Critical judgement: Capitalisation of internal and external development costs continued Overall R&D investment has increased, with total costs rising from $24.3 million in 2023 to $39.6 million in 2024. Capitalisation of R&D costs in 2024 is 67% of total costs capitalised (2023: 67%). Given the Group’s rapid growth, the value of costs being capitalised exceeds amortisation by $19.2 million (2023: $14.0 million). All costs associated with the research phase of projects are expensed as incurred. Any development costs relating to maintaining and fixing bugs in the software are also expensed as incurred. Capitalised employee costs of engineers exclude any share-based payments and termination payments as they are not considered directly attributable to the development projects. 2.5.2 Critical judgement: Identification of cash-generating units ("CGUs") for impairment testing of pipeline development costs Identifying CGUs is a critical step in the impairment review and can have a significant impact on its results. The objective of identifying CGUs is to identify the smallest identifiable group of assets that generates largely independent cash inflows. CGUs are identified at the lowest level to minimise the possibility that impairments of one asset or group will be masked by a high‑performing asset. The Group has three CGUs: Pi 5, semiconductors, and cameras. The Group has assessed that projects within each CGU reflect significant interdependencies, where designs and outputs are shared and integrated, making individual cash flows inseparable without arbitrary assumptions. The recoverability of intangible assets arising from pipeline development activities are materially all part of the semiconductor cash-generating unit (“CGU”). The recoverable amount of the semiconductor CGU is assessed based on the collective earnings of all products in then CGU. 2.5.3 Critical estimate: Net realisable value of inventory The valuation of inventory is a significant area of estimation uncertainty for the Group due to the rapid pace of technological advancements and the risk of product obsolescence inherent in the computer industry. Inventory is measured at the lower of cost and net realisable value, which requires significant management judgement and estimation. In determining net realisable value, the Group evaluates several factors, including market demand and pricing trends, assessing the likelihood of future sales and the impact of declining prices on older inventory. Technological obsolescence is also considered, with management assessing whether inventory remains relevant in light of new product launches and advancements. Additionally, expected selling costs, such as promotional discounts or clearance pricing, are factored into the valuation. The Group reviews inventory balances on a regular basis, taking into account recent sales trends, the ageing of inventory, and the condition of items, including damaged, slow-moving or obsolete stock. Future sales projections over a three-year period, based on management-prepared financial budgets, are used to support these assessments. For the year ended 31 December 2024, the total inventory provision was $6.2 million (2023: $8.9 million). A 10% decrease in estimated future demand would increase the provision by $0.5 million. Given the inherent uncertainties, changes in market conditions, technological developments, or consumer preferences could materially impact the carrying value of inventory. 2.5.4 Critical estimate: Taxation Accounting for taxation requires significant judgement in determining taxable profit, tax bases, and the recognition of deferred tax assets and liabilities. Key estimates include interpreting complex tax regulations, assessing potential challenges from tax authorities, and evaluating the recognition of Research & Development Expenditure Credit (“RDEC”) claims. Determining the appropriate RDEC claim involves significant judgement in identifying qualifying R&D activities and expenditures. Uncertainties in these areas can lead to variations between estimated and actual credits received. The Group maintains detailed records of R&D activities and consults with external tax advisers to ensure compliance with legislation. Additionally, changes in facts and circumstances between the preparation of these accounts and the final tax submission, expected in approximately nine months, may impact the final tax position. Any changes in tax laws or interpretations thereof could materially affect future amounts recognised. Whilst there are a variety of possible outcomes Management believes that it is reasonably plausible that the actual tax claims submitted could vary to the accounting estimate by approximately $1.5 million in any accounting period. #### Notes to the consolidated financial statements continued For the year ended 31December 2024 112 Raspberry Pi Holdings plc Annual Report and Accounts 2024 Strategic report – Governance – Financial statements 2 Basis of presentation and accounting policies continued 2.6 Critical accounting judgements and estimates (relating to the IPO) As this is the year of the IPO there were several non-recurring accounting judgements that have been made. These are detailed below. 2.6.1 Critical judgement: Determination of the functional currency of the parent entity The Directors assessed the Company’s functional currency and concluded that since Raspberry Pi Holdings plc was originally formed with the sole purpose of operating as a holding company for its trading subsidiary, Raspberry Pi Ltd, it is appropriate that the functional currency of the Company aligns with that of its subsidiary. 2.6.2 Critical judgement: Determination of the grant date share price and option life for IPO share awards On 11 June 2024, share awards for employees were approved and finalised prior to the Company’s Admission to the London Stock Exchange. IFRS 2 prescribes that the fair valuation of these awards should be calculated at the grant date. Management determined the offer price of £2.80 ($3.56) as the appropriate share price for valuation on the grant date. According to IFRS 2, the grant date is defined as the date when both the Company and the participants have a mutual understanding of the Board-approved key terms of the award, which was confirmed to employees prior to Admission on the morning of 11 June 2024. Therefore, the fair value of the share-based payment awards has been measured using the offer price on this date, in accordance with paragraph 16 of IFRS 2. Given the subsequent increase in share price after the initial offer, using a later grant date would have significantly altered the valuation of the awards. The value of the awards and therefore the IFRS 2 charge depends on the grant date share price. A 20% increase in the market price at grant date would increase the fair value of the awards by a total of $5.1 million, while a 30% rise would add $7.7 million. These amounts would then be charged to the Consolidated Statement of Comprehensive Income over the three-year vesting period. Furthermore, IFRS 2 “Share-based Payment” requires management to estimate the option life of the share-based payments which, once the three-year service period is met, can be exercised up to ten years from the date of grant. Having benchmarked comparable assumptions and applied the employee attrition rate evenly through the exercise period, it is expected that the average life will be five years. If this assumption were to move by plus or minus one year, the impact is approximately $1.7 million over the three-year vesting period. 2.6.3 Critical judgement: Classification of transaction costs associated with the issue of shares The Group incurred $10.3 million in costs related to the IPO, with $7.6 million deducted from share premium, and $2.9 million expensed as non-recurring administrative costs. Costs were classified based on whether they directly related to new share issuance of the broader listing process. Directly attributable costs, such as underwriting, brokerage, and advisory fees were deducted from equity, while expenses for wider listing requirements such as corporate finance and costs of legal support were expensed. Of the total $6.4 million for the global primary and secondary offer, 82% or $5.3 million related to the secondary offer and was paid by the Foundation. As these costs were directly attributable to the equity transaction, including $7.6 million that has been deducted from the gross proceeds of $40.0 million, the net proceeds of $32.4 million are recognised in share premium. $2.9 million was presented as non-recurring transaction costs in administrative expenses. Management determined that legal and finance fees associated with upgrading policies and procedures for post-listing requirements, the costs of internal corporate finance, legal support, and advice on share schemes and wider incentives were not directly attributable to the issue of shares and therefore these expenses are recognised in the Consolidated Statement of Comprehensive Income as non-recurring items. #### Notes to the consolidated financial statements continued For the year ended 31December 2024 113 Raspberry Pi Holdings plc Annual Report and Accounts 2024 Strategic report – Governance – Financial statements 2 Basis of presentation and accounting policies continued 2.7 Alternative performance measures ("APMs") Alternative performance measures (“APMs”), which are used in these financial statements, are also used by the Board and management for planning and reporting. These measures are also used in discussions with the investors. APMs are not displayed with more prominence, emphasis or authority than IFRS measures. Adjusted EBITDA is a non-IFRS measure comprising operating profit adding back amortisation and depreciation, share-based payments charges and non-recurring items. Adjusted operating profit is a non-IFRS measure comprising operating profit adding back share-based payments charges and non-recurring items. Adjusted research and development expense is a non-IFRS measure comprising research and development expense adding back amortisation and depreciation, share-based payments charges and non-recurring items. Share-based payments are excluded as they are paid for by shareholders dilution and the charges are not comparable due to fluctuations around the listing process. Adjusted administrative expense is a non-IFRS measure comprising administrative expenses adding back amortisation and depreciation, share-based payments charges and non-recurring items. Share-based payments are excluded as they are paid for by shareholders’ dilution and the charges are not comparable due to fluctuations around the listing process. Non-recurring items are presented whenever significant expenses are incurred or income is received because of events considered to be outside the normal course of business, where the unusual nature and expected infrequency merits separate presentation to assist comparisons with previous years. To arrive at adjusted results, certain adjustments are made for normalised and non-recurring items that are individually significant, and which could, if included, distort the understanding of the performance of the year and the comparability between periods. 2.8 Accounting policies and new and amended accounting standards The set of consolidated financial information has been prepared using accounting policies consistent with those in Raspberry Pi Ltd’s Annual Report and Accounts 2023 except for the following standards, amendments and interpretations which have been adopted from 1 January 2024. Newly adopted accounting standards From 1 January 2024, the following standards became effective for the Group’s consolidated financial statements: • Amendments to IAS 1 “Non-current Liabilities with Covenants”. • Amendments to IAS 1 “Classification of Liabilities as Current or Non-current”. • Amendments to IFRS 16 “Leases on Sale and Leaseback”. • Amendments to IAS 7 and IFRS 7 “Supplier Finance Arrangements”. The following standards were in issue but were not yet effective at the balance sheet date. These standards have not yet been early adopted by the Group: • Amendments to IAS 21 “Lack of Exchangeability” (mandatorily effective 1 January 2025). • IFRS 18 “Presentation and Disclosure in Financial Statements” (mandatorily 1 January 2027). The adoption of the standards and interpretations listed above has or will not lead to any material impact on the financial position or performance of the Group. The Group has not early adopted other standards, amendments to standards or interpretations that have been issued but are not yet effective. #### Notes to the consolidated financial statements continued For the year ended 31December 2024 114 Raspberry Pi Holdings plc Annual Report and Accounts 2024 Strategic report – Governance – Financial statements ![]() 3 Revenue The total revenue for the Group derives from its principal activity: the development, marketing, manufacture and sale of cost-effective programmable computing devices. | | | | | --- | --- | --- | | | Year ended | Year ended | | $ million – by category | 31 December 2024 | 31 December 2023 | | Products | 181.2 | 212.3 | | Components | 61.2 | 43.5 | | Royalties | 15.9 | 8.8 | | Other | 1.2 | 1.2 | | | 259.5 | 265.8 | | | | | | --- | --- | --- | | | Year ended | Year ended | | $ million – by customer location | 31 December 2024 | 31 December 2023 | | UK | 118.4 | 104.8 | | Europe | 48.1 | 60.3 | | Americas | 49.9 | 45.3 | | Asia Pacific | 40.8 | 54.3 | | Rest of the World | 2.3 | 1.1 | | | 259.5 | 265.8 | Product revenues are recognised at the point in time when single board computers, compute modules, accessories or semiconductors are delivered to Approved Resellers or OEMs, establishing an enforceable right to payment. Raspberry Pi generates revenue from selling individual components, including the RP2040 microcontroller, RP1 I/O controller, and memory chips, primarily to OEMs and for manufacturing by licensees, which also earns royalties. Royalties are earned per unit on products organised for manufacture or sale through licensing of designs and trademarks. Revenue is recognised on an accrual basis in accordance with the agreement when the subsequent sale or usage (point of manufacture) event occurs, in line with the IFRS 15 royalty exemption from estimating variable consideration. The Group generated $69.5 million or 27% (2023: $45.5 million or 17%) of revenues from a major electronic component distributor. Sales to the contract manufacturer accounted for $36.9 million or 14% of total revenues (2023: $41.9 million or 16%). The Group operates as a single segment, in accordance with IFRS 8 “Operating Segments”, aligned with its primary activity. The data utilised by the Group’s Chief Operating Decision Makers for resource allocation and performance evaluation is provided on a consolidated basis and therefore no segment analysis is included. All material non-current assets are located in the United Kingdom. 4 Research and development expenses | | | | | --- | --- | --- | | | Year ended | Year ended | | $ million | 31 December 2024 | 31 December 2023 | | Employee costs of internal engineers | 14.4 | 10.9 | | Share-based payment charges | 2.3 | — | | Other employee-related costs | 0.9 | — | | Costs of external services and materials | 14.6 | 11.1 | | Intangibles amortisation | 12.3 | 4.9 | | Capitalised amortisation | (6.0) | (1.9) | | Capitalised research and development costs | (20.6) | (14.4) | | | 17.9 | 10.6 | 5 Administrative expenses | | | | | --- | --- | --- | | | Year ended | Year ended | | $ million | 31 December 2024 | 31 December 2023 | | Employee costs | 8.0 | 6.4 | | Share-based payment charges | 2.4 | — | | Other employee-related costs | 2.9 | 1.5 | | Professional fees | 3.2 | 3.1 | | Depreciation | 4.4 | 3.2 | | Property-related costs | 1.2 | 0.9 | | Other expenses | 2.7 | 2.7 | | Non-recurring costs | 2.9 | — | | | 27.7 | 17.8 | Non-recurring items are presented whenever significant expenses are incurred or income is received because of events considered to be outside the normal course of business, where the unusual nature and expected infrequency merits separate presentation to assist comparisons with previous years. For the year ended 31 December 2024, non-recurring costs consist of IPO‑related costs of $2.9 million. Professional fees include audit and interim review services obtained from the Group auditor, Grant Thornton UK LLP. Details of its fees are provided below. #### Notes to the consolidated financial statements continued For the year ended 31December 2024 115 Raspberry Pi Holdings plc Annual Report and Accounts 2024 Strategic report – Governance – Financial statements ![]() 5 Administrative expenses continued | | | | | | --- | --- | --- | --- | | | | Year ended | Year ended | | $ million | | 31 December 2024 | 31 December 2023 | | Fees payable to the Group auditor for: | | | | | • | the audit of the parent entity and consolidated | | | | | financial statements | 0.2 | — | | • | the audit of subsidiary pursuant to legislation | 0.4 | 0.2 | | Fees payable to the Group auditor for other services: | | | | | • | non-audit-related services – procedures over the rights | | | | | issue prospectus | 1.2 | — | | • | audit-related services – review procedures over interim | | | | | accounts | 0.2 | — | | | | 2.0 | 0.2 | Fees payable to the Group auditor presented above exclude VAT. Audit-related non-audit fees in the year of $1.2 million were incurred for the auditor’s role as the reporting accountant during the listing process. These fees were recognised at $1.4 million within the share premium to account for the irrecoverable VAT. 6 Employee information | | | | | --- | --- | --- | | | Year ended | Year ended | | $ million | 31 December 2024 | 31 December 2023 | | Wages and salaries | 19.0 | 14.9 | | Social security costs | 2.0 | 1.5 | | Pension costs | 1.4 | 0.9 | | Share-based payments | 4.7 | — | | Employee costs capitalised | (8.1) | (5.5) | | | 19.0 | 11.8 | Further details on share-based payments are provided in Note 27 and employee costs capitalised in Note 2.5. | | | | | --- | --- | --- | | | Year ended | Year ended | | Average headcount | 31 December 2024 | 31 December 2023 | | Engineering | 66 | 52 | | Corporate and administrative | 16 | 13 | | Communications and publishing | 16 | 18 | | Sales and product management | 26 | 23 | | Retail | 10 | 9 | | | 134 | 115 | Directors’ remuneration | | | | | --- | --- | --- | | | Year ended | Year ended | | $ million | 31 December 2024 | 31 December 2023 | | Remuneration | 2.1 | 2.4 | | Pension contributions to defined contribution pension scheme | — | 0.1 | | Share-based payments | 0.2 | — | | | 2.3 | 2.5 | The information above includes these amounts combined with amounts paid to the Directors for services provided to Raspberry Pi Ltd prior to the IPO. Information on Directors’ remuneration for the year ended 31 December 2024 set out in the Directors’ Remuneration Report discloses the amounts paid to the Directors for qualifying services provided to the Company from March 2024 (Executive Directors) and from June 2024 Non-Executive Directors). The comparative information relates to Directors’ remuneration for Raspberry Pi Ltd. The pension contribution for directors in 2024 amounted to $48,700. This figure is not shown in the table above, as the figures are presented in millions. Total remuneration of the highest paid director in 2024 amounted to $0.7 million (2023: $0.7 million). In both 2024 and 2023, there was one director who was a member of the defined contribution scheme. #### Notes to the consolidated financial statements continued For the year ended 31December 2024 116 Raspberry Pi Holdings plc Annual Report and Accounts 2024 Strategic report – Governance – Financial statements ![]() 7 Depreciation and amortisation | | | | | --- | --- | --- | | | Year ended | Year ended | | $ million | 31 December 2024 | 31 December 2023 | | Depreciation of property, plant and equipment | 2.8 | 2.3 | | Depreciation of right-of-use assets | 1.6 | 0.9 | | Amortisation of intangible assets | 12.3 | 4.9 | | Intangible amortisation capitalised | (6.0) | (1.9) | | | 10.7 | 6.2 | 8 Net financing items | | | | | --- | --- | --- | | | Year ended | Year ended | | $ million | 31 December 2024 | 31 December 2023 | | Finance income | | | | Bank interest receivable | 1.1 | 1.4 | | Finance costs | | | | Bank interest payable and similar charges | (0.8) | (0.6) | | Interest on lease liabilities | (0.4) | (0.2) | | Unwinding of discounts | (1.2) | — | | | (2.4) | (0.8) | | Net financing items | (1.3) | 0.6 | As the Group has no external debt, interest charges primarily relate to RCF arrangement and non-utilisation fees. Interest income is generated from overnight money market deposits. Interest on lease liabilities and unwinding of discounts on extended trade payable terms arise in accordance with leases and financial instrument accounting rules. 9 Taxation charge | | | | | --- | --- | --- | | | Year ended | Year ended | | $ million | 31 December 2024 | 31 December 2023 | | Current tax: | | | | Current taxation charge | 3.3 | 4.5 | | Adjustments in respect of previous periods | 0.1 | (0.4) | | | 3.4 | 4.1 | | Deferred tax: | | | | Deferred taxation charge | 1.6 | 2.3 | | Adjustment in respect of previous periods | (0.4) | 0.1 | | Effect of changes in tax rates | — | 0.1 | | | 1.2 | 2.5 | | Taxation charge for the year | 4.6 | 6.6 | The charge for the year can be reconciled to the profit per the Consolidated Statement of Comprehensive Income as follows: | | | | | --- | --- | --- | | | Year ended | Year ended | | $ million | 31 December 2024 | 31 December 2023 | | Profit before taxation | 16.3 | 38.2 | | Corporation tax at an effective rate of 25% (2023: 23.5%) | 4.1 | 9.0 | | Effect of: | | | | Adjustments in respect of prior years | (0.3) | (0.3) | | Expenses not deductible for tax purposes | 0.8 | 0.1 | | Tax rate changes | — | 0.1 | | Surrender of losses | — | (2.3) | | Taxation charge for the year | 4.6 | 6.6 | In 2024, the total effective tax rate was 28.2%, which exceeded the underlying rate of 25%. This increase was primarily due to $2.7 million in non-recurring IPO-related costs, which were largely non-deductible for tax purposes. In contrast, the 2023 effective tax rate was 17.3%, lower than the underlying 23.5%, as a result of a $2.3 million final qualified charitable distribution from the Controlling Shareholder before de-grouping for tax purposes which precludes any such further loss relief. The underlying tax rate aligns with UK corporation tax rates, which was 25% for FY 2024 and which was a blended rate of 23.5% for FY 2023 having increased from 19% to 25% following the 1 April 2023 Spring Budget announcement. #### Notes to the consolidated financial statements continued For the year ended 31December 2024 117 Raspberry Pi Holdings plc Annual Report and Accounts 2024 Strategic report – Governance – Financial statements ![]() 10 Earnings per share ("EPS") Basic EPS: Profit for the period attributable to owners divided by the weighted average number of ordinary shares in issue, excluding unvested shares held by the Employee Benefit Trust, unless specifically allocated or cancelled. Diluted EPS: Adjusts the weighted average number of shares to include all potentially dilutive shares, such as share options. Adjusted EPS: Is a non-IFRS alternative performance measure which adjusts Basic EPS and Diluted EPS for the non-recurring items and share-based payments applied in computing Adjusted EBITDA. | | | | | --- | --- | --- | | Earnings per share | 2024 | 2023 | | Profit after tax ($ million) | 11.7 | 31.6 | | Number of shares in issue during the period | 180,669,421 | 162,034,424 | | Unvested shares in Employee Benefit Trust | (155,226) | — | | Total number of shares for basic EPS | 180,514,195 | 162,034,424 | | Basic earnings per share (cents) | 6.48 | 19.50 | | Dilutive effect of legacy performance shares scheme | 7,638,832 | 15,990,754 | | Dilutive effect of new scheme | 546,798 | n/a | | Weighted average dilutive number of shares during the period | 188,699,825 | 178,025,178 | | Diluted earnings per share (cents) | 6.20 | 17.75 | | | | | | --- | --- | --- | | Adjusted earnings per share | 2024 | 2023 | | Profit after tax ($ million) | 11.7 | 31.6 | | Non-recurring costs (disallowable for tax) | 2.9 | — | | Share-based payments, net of tax ($ million) | 4.7 | — | | Adjusted profit after tax ($ million) | 19.3 | 31.6 | | Total number of shares for basic EPS | 180,514,195 | 162,034,424 | | Adjusted basic earnings per share (cents) | 10.69 | 19.50 | | Weighted average dilutive number of shares in the period | 188,699,825 | 178,025,178 | | Adjusted diluted earnings per share (cents) | 10.23 | 17.75 | The 2023 EPS has been re-presented to reflect the new capital structure. #### Notes to the consolidated financial statements continued For the year ended 31December 2024 118 Raspberry Pi Holdings plc Annual Report and Accounts 2024 Strategic report – Governance – Financial statements ![]() 11 Intangible assets | | | | | | | --- | --- | --- | --- | --- | | | On-market | Pipeline | Other acquired | | | $ million | development | development | intangibles | Total | | Cost | | | | | | At 1 January 2023 | 10.5 | 20.1 | 12.1 | 42.7 | | Additions | — | 16.3 | 14.2 | 30.5 | | Transfers | 15.2 | (15.2) | — | — | | Disposals | — | — | (5.2) | (5.2) | | At 31 December 2023 | 25.7 | 21.2 | 21.1 | 68.0 | | Additions | — | 26.6 | 0.3 | 26.9 | | Transfers | 13.3 | (13.3) | — | — | | Disposals | — | — | — | — | | At 31 December 2024 | 39.0 | 34.5 | 21.4 | 94.9 | | Amortisation | | | | | | At 1 January 2023 | (5.3) | — | (1.9) | (7.2) | | Charge for the year | (2.6) | — | (2.3) | (4.9) | | Transfers | — | — | — | — | | Disposals | — | — | 2.7 | 2.7 | | At 31 December 2023 | (7.9) | — | (1.5) | (9.4) | | Charge for the year | (4.9) | — | (7.4) | (12.3) | | Transfers | — | — | — | — | | Disposals | — | — | — | — | | At 31 December 2024 | (12.8) | — | (8.9) | (21.7) | | Net book value | | | | | | At 31 December 2024 | 26.2 | 34.5 | 12.5 | 73.2 | | At 31 December 2023 | 17.8 | 21.2 | 19.6 | 58.6 | To maintain market leadership and drive growth, we develop next generation technology platforms that embody our brand values of performance, price, quality and ease of use. New core hardware is released every three to four years, with software and documentation support setting Raspberry Pi apart from competitors. We prioritise in-house development with a skilled engineering team of 66 (2023: 52), focused on successors to Raspberry Pi 5, semiconductor chips, new computer boards and accessories. Internal and external development costs are capitalised when the criteria outlined in critical accounting judgement Note 2.5.1 are met. On-market development are amortised from their market launch date over a life of three years for accessories, four years for SBCs, and six years for microcontrollers. Impairment testing is performed only when an internal or external impairment trigger is identified. Pipeline development in progress are not amortised but instead tested annually for impairment. Historically, most capitalised projects have been commercialised at which point they are transferred to on-market projects and thereafter amortised as explained above. Other acquired intangibles category primarily relates to licences but also includes any externally acquired intangible assets not already captured in the above categories. Licences, particularly those related to technical designs, are amortised over the length of the licence. Impairment triggers On-market projects were assessed for the following impairment triggers with none identified. External impairment triggers: Market decline, economic changes, increased competition, technological obsolescence, interest rate shifts, legal or political factors. Internal impairment triggers: Underperformance, asset utilisation changes, physical damage, restructuring, reduced useful life, licensing or contractual issues. As development projects must undertake a mandatory impairment test this is performed at the CGU level as explained at the critical estimate on CGU determination at 2.5.2. Management has determined that the assets associated with the Pi5 product group, the semiconductor product group, and cameras each represent individual CGUs and, therefore, the lowest level at which impairment can be assessed. Additionally, various accessory items are evaluated at the project unit item level, as these products are generally not as dependent on core technology capabilities as the core development platforms. The projected cash flows arising from the CGU are forecast for a period of three to six years after the launch date reflecting the assets’ estimated useful economic life (“UEL”) and consistent with the critical estimate on CGU determination outlined in section 2.5.2 of the 2024 Annual Report. #### Notes to the consolidated financial statements continued For the year ended 31December 2024 119 Raspberry Pi Holdings plc Annual Report and Accounts 2024 Strategic report – Governance – Financial statements ![]() 11 Intangible assets continued Impairment triggers continued In accordance with IAS 36, impairment testing for projects under development includes estimated future cash outflows required for completion, even if not yet capitalised – an exception to the general principle. A ten-year forecast was used, as permitted for such projects, instead of the standard five-year period. The impairment test is performed over the length of the useful life which is between three to six years, following the planned launch date which will not exceed 2032. A budgeted gross margin for single board computers (“SBCs”); 30% for accessories and 20% for microcontroller products has been used. The budgeted gross margin is based on past performance for similar products and management’s expectations for the future. In the case of semiconductors developed for use in future products management have based their forecasts on the market prices of equivalent products and projected manufacturing costs based on the past performance of similar products and management’s expectations for the future. A discount rate of 15.7% (2023: 14.0%) has been applied in determining the present value of the cash flows anticipated. The discount rate is a pre-tax rate which reflects any specific risks relating to the relevant products. An asset-specific rate is not available directly from the market, and therefore the discount rate has been estimated to reflect, as far as possible, a market assessment of the time value of money. Management do not consider that any reasonably possible change in the discount rate or cash flow estimates would result in an impairment. Microcontrollers and accessories Sensitivity analysis indicates that a decline in annual cash flows exceeding 10% or an increase in the discount rate by 1% would, all other assumptions remaining equal, reduce headroom but not cause impairment. The impact of external risks, including supply chain uncertainties and market fluctuations, has been considered. The assumptions used align with similar product lifecycles, though uncertainties related to climate change risks, enhancement-related cash flows, and extended forecast periods require ongoing assessment. Given the robust development portfolio, the semiconductor CGU remains well-positioned for future growth. However, as at the date of these financial statements, there remains a high level of uncertainty regarding long-term market conditions, technological advancements, and regulatory changes. The Group continues to monitor potential risks in supply chain logistics, intellectual property regulations, and environmental compliance, ensuring that future developments align with the Group’s strategic objectives and IAS 36 requirements. 12 Property, plant and equipment | | | | | | | --- | --- | --- | --- | --- | | | | | Office and | | | | Leasehold | Plant and | computer | | | $ million | improvements | equipment | equipment | Total | | Cost | | | | | | Balance at 1 January 2023 | 0.4 | 7.5 | 1.5 | 9.4 | | Additions | 1.6 | 1.3 | 1.0 | 3.9 | | Disposals | (0.3) | — | — | (0.3) | | Balance at 31 December 2023 | 1.7 | 8.8 | 2.5 | 13.0 | | Additions | 0.5 | 1.2 | 0.5 | 2.2 | | Disposals | — | — | — | — | | Balance at 31 December 2024 | 2.2 | 10.0 | 3.0 | 15.2 | | Depreciation | | | | | | Balance at 1 January 2023 | (0.2) | (4.5) | (1.0) | (5.7) | | Charge for the year | (0.1) | (1.9) | (0.3) | (2.3) | | Disposals | 0.1 | — | — | 0.1 | | Balance at 31 December 2023 | (0.2) | (6.4) | (1.3) | (7.9) | | Charge for the year | (0.5) | (1.7) | (0.6) | (2.8) | | Disposals | — | — | — | — | | Balance at 31 December 2024 | (0.7) | (8.1) | (1.9) | (10.7) | | Net book value | | | | | | At 31 December 2024 | 1.5 | 1.9 | 1.1 | 4.5 | | At 31 December 2023 | 1.5 | 2.4 | 1.2 | 5.1 | As at 31 December 2024, $1.7 million of fully depreciated property, plant and equipment was still in use (2023: $1.5 million). #### Notes to the consolidated financial statements continued For the year ended 31December 2024 120 Raspberry Pi Holdings plc Annual Report and Accounts 2024 Strategic report – Governance – Financial statements ![]() 13 Right-of-use ("ROU") assets | | | | | --- | --- | --- | | $ million | 2024 | 2023 | | At 1 January | 6.7 | 1.4 | | Additions | — | 6.1 | | Remeasurements | 1.0 | 0.1 | | Depreciation | (1.6) | (0.9) | | | 6.1 | 6.7 | ROU assets relate to the Group’s property leases over its office buildings and retail store in Cambridge, and its warehouse in Suffolk. Property leases include various contractual terms, most commonly variable lease payments and termination and extension options. When adjustments to lease payments based on an index or rate take effect, the lease liability is reassessed and adjusted against the ROU. Lease assets are generally depreciated over the shorter of the asset’s useful life and the lease term on a straight-line basis. Included in depreciation above is an impairment charge of $0.1 million in 2024 (2023 $0.3 million) for the old office building that is not currently in use. Depreciation charges are expensed within administrative expenses in the Consolidated Income Statement. Details in respect of the Group’s lease liabilities are disclosed in Note 21. 14 Other non-current assets | | | | | --- | --- | --- | | $ million | 2024 | 2023 | | Prepaid manufacturing cost | 2.0 | 2.7 | | Deferred tax asset | 0.3 | — | | | 2.3 | 2.7 | The prepaid manufacturing cost represents an advance payment made by the Group to its contract manufacturer for the production of Raspberry Pi products. This prepayment is amortised over a period of five years. As at 31 December 2024, $0.7 million (2023: $0.7 million) which is the portion of the prepayment that will be amortised within the next year is classified as a current prepayment, while the remaining portion of $2.0 million (2023: $2.7 million) is classified as non-current. 15 Inventories | | | | | --- | --- | --- | | $ million | 2024 | 2023 | | Components | 92.9 | 67.4 | | Finished goods | 63.8 | 40.7 | | | 156.7 | 108.1 | During the year, $191.8 million (2023: $184.7 million) of inventories were charged as cost of sales. Write-downs of inventories to net realisable value amounted to $1.5 million (2023: $7.9 million). These were recognised as an expense during the year ended 31 December 2024 and included in cost of goods sold. The Group recorded an amount of $4.2 million (2023: $nil) as income resulting from reversal of inventory write-downs that were recognised in 2023 following a change in customer circumstances and improvement in microcontroller unit sales. The income was recognised within cost of sales to reverse the original expense. The remaining provision within inventories of $6.2 million (2023: $8.9 million) is for anticipated future obsolescence on specific slow-moving units. As at 31 December 2024, $3.5 million (2023: $5.6 million) of inventories are committed and have been purchased back after the year end as part of repurchase liabilities described in Note 18. #### Notes to the consolidated financial statements continued For the year ended 31December 2024 121 Raspberry Pi Holdings plc Annual Report and Accounts 2024 Strategic report – Governance – Financial statements ![]() 16 Trade and other receivables The Group considers that the carrying amount of trade and other receivables are a reasonable approximation of their fair value due to their short-term nature. | | | | | --- | --- | --- | | $ million | 2024 | 2023 | | Trade receivables | 31.0 | 30.3 | | Expected credit loss allowance | — | (0.1) | | Prepayments | 3.6 | 2.6 | | VAT receivable | 0.9 | 6.2 | | Other receivables | 0.7 | 0.7 | | | 36.2 | 39.7 | The Group applies the IFRS 9 simplified approach to measuring expected credit losses which uses a lifetime expected loss allowance for all trade receivables. Any movement in expected credit loss provision is included in administrative expenses in the Consolidated Statement of Comprehensive Income. | | | | | --- | --- | --- | | $ million | 2024 | 2023 | | Current tax receivable | 6.6 | 2.2 | As at 31 December 2024 the Group had a receivable from HMRC in respect of current taxation and Research and Development Expenditure Credits of $6.6 million (2023: $2.2 million). $3.7m of this asset was received in February 2025. Although the Group is profitable as a UK taxpayer, a current tax asset arises at each reporting date due to the interaction between HMRC’s Quarterly Instalment Payment regime and incentives from the Research and Development Expenditure Credits (“RDEC”) scheme. A current tax receivable arises as tax payments are made in advance excluding Research and Development Expenditure Credits leading to an initial overpayment which is later recovered when the RDEC claim is accepted, typically 12–18 months after the reporting date (e.g. $3.7 million). Further details are available in HMRC’s Corporate Intangibles Research and Development Manual (CIRD89870). 17 Cash and cash equivalents | | | | | --- | --- | --- | | $ million | 2024 | 2023 | | Cash at bank | 5.8 | 6.5 | | Money market deposits | 40.0 | 35.7 | | | 45.8 | 42.2 | Cash and cash equivalents include money market deposits, cash at bank and cash in hand. Money market deposits are highly liquid and accessible on demand within 24 hours, and carry minimal risk of value changes due to interest fluctuations, ensuring certain returns of investment. The fair value of cash and cash equivalents equals their carrying amount when repayable on demand. The Group’s cash and cash equivalents are held with Barclays Bank UK PLC with credit ratings of A (S&P), A1 (Moody’s), and A+ (Fitch); and in a money market fund managed by JP Morgan Chase & Co. The fund invests in short dated government and supranational paper and deposits with banks with credit ratings of A (S&P), A1 (Moody’s) and AA (Fitch). 18 Trade and other payables | | | | | --- | --- | --- | | $ million | 2024 | 2023 | | Trade payables | 83.1 | 62.4 | | Accruals and other payables | 7.1 | 8.5 | | Repurchase liabilities | 4.4 | 8.2 | | Other taxation and social security | 1.0 | 1.9 | | Deferred income – RDEC | 0.5 | 0.2 | | | 96.1 | 81.2 | During the fiscal year, the Group agreed extended payment terms from nine to twelve months with two electronic component suppliers. These payables remain part of the normal operating cycle. As at 31 December 2024 supplier invoices totalling $52.2 million were discounted to $51.0 million with reference to observable market interest rates. As the remaining trade payables are subject to standard 30–45 day terms, they are deemed to approximate to their fair value by the Directors. Repurchase liabilities, amounting to $4.4 million (2023: $8.2 million), relate to components sold to contract manufacturers for producing finished products the Group has committed to buy. When the Group sells components and orders the assembly of a single board computer using those components, the cash from the sale is deferred as a repurchase liability. This liability is not released until the contract manufacturer delivers the completed product to us. #### Notes to the consolidated financial statements continued For the year ended 31December 2024 122 Raspberry Pi Holdings plc Annual Report and Accounts 2024 Strategic report – Governance – Financial statements ![]() 19 Provisions | | | | | --- | --- | --- | | $ million | 2024 | 2023 | | Employee | 1.4 | — | | Property | 0.5 | 0.8 | | | 1.9 | 0.8 | Non-current provisions of $1.4 million (2023: $nil) relate to the estimate of future employer National Insurance contributions where the exact timing and amount are uncertain. These contributions will be made upon employee exercises of post-IPO share awards between June 2027 and June 2032 providing the period for employee share-dealing purposes. The remaining non-current provisions in the current and comparative period relate to clauses to restore property leases to their original condition of the property at the end of the lease. 20 Other non-current liabilities | | | | | --- | --- | --- | | $ million | 2024 | 2023 | | Deferred income – RDEC | 4.7 | 2.2 | | Licence payables | 1.3 | 4.2 | | | 6.0 | 6.4 | Raspberry Pi Ltd is eligible to claim tax credits for qualifying expenditure under the Research and Development Expenditure Credit scheme, which is accounted for under IAS 20 as government grants. A reconciliation of the total movement in both current of $0.5 million and non-current of $4.7 million is presented below. | | | | | --- | --- | --- | | $ million | 2024 | 2023 | | As at 1 January | 2.2 | 0.7 | | Estimate RDEC claim for the year | 3.6 | 1.8 | | Released to match incurred costs | (0.5) | (0.2) | | Released to match amortisation | (0.2) | (0.1) | | | 5.1 | 2.2 | For RDEC related to incurred costs, the credit is recognised once receivable, and immediately in the profit and loss as a reduction in R&D expenses, offsetting the underlying costs that the RDEC incentives are intended to compensate. For RDEC attributable to costs capitalised as pipeline development projects, within intangible assets the credit is initially recorded as deferred income – RDEC on the balance sheet (a non-current liability). It is subsequently recognised in profit and loss over the period necessary to match the amortisation project thereby compensating for the associated intended costs as a reduction in R&D expenses. The RDEC is claimed in conjunction with our tax advisers each year; there are no substantive conditions or other contingencies attaching to the claim, other than formal completion of the approvals process. 21 Lease liabilities | | | | | --- | --- | --- | | $ million | 2024 | 2023 | | At 1 January | 7.1 | 1.6 | | Remeasurements | 1.0 | — | | Additions | — | 5.4 | | Interest | 0.4 | 0.2 | | Principal repayment | (2.2) | (0.3) | | Interest payment | (0.4) | (0.2) | | Foreign exchange | 0.3 | 0.4 | | | 6.2 | 7.1 | Total cash payment made for leases amounted to $2.6 million (2023: $0.5 million) with $0.4 million relating to interest (2023: $0.2 million). Maturity analysis | | | | | --- | --- | --- | | $ million | 2024 | 2023 | | Less than one year | 1.4 | 1.3 | | Between one and five years | 4.8 | 4.4 | | Over five years | — | 1.4 | | | 6.2 | 7.1 | #### Notes to the consolidated financial statements continued For the year ended 31December 2024 123 Raspberry Pi Holdings plc Annual Report and Accounts 2024 Strategic report – Governance – Financial statements ![]() 22 Financial commitments In July 2022, the Group entered into a commitment to purchase other licenses for intellectual property and related tools over the period to July 2025. As at 31 December 2024, the value of the commitment was $3.7 million (2023: $5.6 million). To ensure the uninterrupted supply of essential components to meet projected demand, the Group has established long-term supply agreements and placed substantial orders with key suppliers and distributors. As of 31 December 2024, these agreements have committed to component purchases over a pre-defined schedule to December 2027 and are valued at $333.0 million (2023: $466.0 million). As both the supplier (delivery) and the Group (payment once delivered) have obligations outstanding, they are not recognised as liabilities on the balance sheet. However, they are disclosed as significant contractual obligations to provide clarity on the financial commitments. In late December 2024 communication was made to applicable employees the intention to issue new nominal-cost options subject to board approval within an open period for employee share dealing purposes in calendar year 2025. Furthermore, as detailed in the Annual Report on Remuneration, it is the intention of the Remuneration Committee to grant options under a new executive scheme option in 2025 with the exact terms and performance or vesting conditions as yet to be determined. 23 Cash flows from operating activities | | | | | --- | --- | --- | | $ million | 2024 | 2023 | | Operating profit | 17.6 | 37.6 | | Adjustments for: | | | | Amortisation and depreciation | 10.7 | 6.2 | | Prepaid manufacuring charges | 0.7 | 0.2 | | Loss on disposal of property, plant and equipment | — | 0.2 | | Employee share schemes | 6.0 | — | | Research and development tax credit | (0.8) | (0.5) | | Decrease/(increase) in trade and other receivables | 3.5 | (13.6) | | Increase in inventories | (51.1) | (60.2) | | Increase in trade and other payables | 13.0 | 54.1 | | Increase in provisions | 0.3 | 0.4 | | Cash flows from operating activities | (0.1) | 24.4 | 24 Financial instruments and financial risk management All of the Group’s financial assets and liabilities were non-derivative and measured at amortised cost in the current and comparative period comprising cash and cash equivalents, trade receivables, trade payables, and both short-term and long-term licence payables. The Board regulates the use of free-standing derivatives (such as forward foreign exchange contracts) in accordance with established risk management strategies. Derivatives have been employed only once, to mitigate foreign exchange exposure related to the IPO proceeds, and have never spanned a month-end reporting date. The Group is exposed to currency, liquidity, and credit risks arising from its financial instruments. The Group’s risk management policies are designed to mitigate potential adverse impacts on financial performance. The key risks are addressed as follows: #### Notes to the consolidated financial statements continued For the year ended 31December 2024 124 Raspberry Pi Holdings plc Annual Report and Accounts 2024 Strategic report – Governance – Financial statements ![]() 24 Financial instruments and financial risk management continued 24.1 Market risk analysis | | | | | --- | --- | --- | | $ million | 2024 | 2023 | | Trade receivables | 31.0 | 30.3 | | Cash and cash equivalents | 45.8 | 42.2 | | Financial assets at amortised cost due within one year | 76.8 | 72.5 | Currency risk: The Group presents its consolidated financial statements in US Dollars, being the currency that predominantly influences the sales prices; nonetheless, operations are primarily UK based, which is where the majority of employees work and activities occur. Consequently, the Group is exposed to foreign currency risk arising from exchange rate movements mainly between US Dollar, British Pounds Sterling and Euro. These movements affect the value of transactions (e.g. UK payroll) and the translation of comparative financial results. From Q1 2025, Raspberry Pi intends to manage currency risk through derivatives, such as forward foreign exchange contracts. These will mitigate foreign exchange exposures by fixing the value of forecasted future transactions, including payroll expenses in the UK. In accordance with IFRS 7, the Group is required to present sensitivity analysis illustrating hypothetical changes in foreign exchange rates on profit or loss and shareholders’ equity. • A 10% strengthening of the US Dollar would result in an FX gain of $0.5 million (2023: $0.4 million). • A 10% weakening of the US Dollar would result in an FX loss of $0.4 million (2023: $0.5 million). The impact on profit and loss and shareholders’ equity would be identical as no currency translation reserve or difference arises on consolidation as all subsidiaries share a US Dollar functional currency. Interest rate risk: The Group does not have any external borrowings outside of property leases that contain fixed rates of interest in the current or comparative periods, and therefore interest rate risk is not considered material. Management regularly reviews forecast debt, cash and cash equivalents and interest rates to monitor this risk and would consider hedging instruments if the perceived risk was to increase. 24.2 Credit risk analysis Exposure to credit risk emerges primarily through trade receivables of $31.0 million (2023: $330.3 million) for providing credit to customers in the normal course of business. In order to minimise credit risk, the Group has policies to check that potential customers are demonstrably creditworthy and this, together with the aggregate financial exposure, is monitored. Credit limits are reviewed by the credit controller on a regular basis in conjunction with debt ageing and collection history. Commercial insurance is also obtained as deemed necessary. There have been no material instances of actual or expected credit losses during the current or prior financial years. The Group applies the IFRS 9 simplified approach to measuring expected credit losses which uses a lifetime expected loss allowance for all trade receivables. Any movement in expected credit loss provision is included in administrative expenses in the Consolidated Statement of Comprehensive Income. Liquidity risk: Refers to the risk that the Group will not have sufficient financial resources to meet its obligations as they fall due. | | | | | --- | --- | --- | | $ million | 2024 | 2023 | | Trade payables | 77.6 | 62.4 | | Other financial liabilities | 3.0 | — | | Financial liabilities at amortised cost due within one year | 80.6 | 62.4 | | Financial liabilities at amortised due over one year | 1.3 | 4.3 | | Financial liabilities at amortised cost | 81.9 | 66.7 | The amounts above reflect the contractual undiscounted cash flows, which may differ to the carrying values of the liabilities at the reporting date. The Group mitigates this risk by: • maintaining appropriate levels of cash and access to credit facilities; • monitoring forecast and actual cash flows; and • matching the maturity profiles of financial assets and liabilities. The Group constantly reviews revenue, purchases, inventory and cash flow forecasts to ensure that obligations can be met as they arise. Since the Group’s financial assets and liabilities arise from operations, they all have a maturity within the one-year business operating cycle. Subsequent to the balance sheet date, the Group has increased and replaced its access to a Revolving Credit Facility (“RCF”) from $40.0 million to $80.0 million, with a maturity date extended to 4 March 2029. Further details are provided in Note 32. The Group does not have any external borrowings in the current or comparative period therefore net debt is positive as net cash being $39.6 million (2023: $35.2 million) represented by cash and cash equivalents in Note 17 less the lease liabilities in Note 21. As at 31 December 2024, the Group has access to a $40.0 million undrawn RCF after an updated agreement was signed on 24 April 2024 extending its availability to the Group until 24 April 2027. As discussed in Note 32, subsequently on 5 March 2025, the Group signed a replacement facility with a new RCF for $80.0 million. The facility remains undrawn. #### Notes to the consolidated financial statements continued For the year ended 31December 2024 125 Raspberry Pi Holdings plc Annual Report and Accounts 2024 Strategic report – Governance – Financial statements ![]() 25 Deferred taxation The principal deferred tax liabilities relate to differences between the tax and accounting base of intangible assets relating to development costs capitalised. Deferred tax liabilities associated with intangible assets unwind to offset the tax distortion that would otherwise occur as the assets are amortised. | | | | | --- | --- | --- | | $ million | 2024 | 2023 | | Deferred tax liabilities | | | | Development costs capitalised | (13.1) | (10.6) | | Property, plant and equipment | (0.7) | (0.7) | | | (13.8) | (11.3) | | Deferred tax assets | | | | Share-based payments | 2.1 | — | | Deferred income – RDEC | 1.3 | 0.9 | | Other timing differences | 0.3 | 0.2 | | | 3.7 | 1.1 | | Net deferred tax liability | (10.1) | (10.2) | Development costs are capitalised and amortised over future periods for accounting profit but are immediately deductible under Section 1308 of the Corporation Tax Act 2009 for taxable profit. These costs have a tax base of nil, creating a temporary difference between their carrying amount and tax base. This deferred tax liability (“DTL”) reflects future tax payable as amortisation occurs, with the full tax deduction claimed upfront. The DTL unwinds over the asset’s useful life, aligning tax and accounting treatments. Deferred tax is provided on temporary differences between the tax bases of assets and liabilities and their carrying amounts in the financial statements. It is calculated using tax rates that have been enacted or substantively enacted by the reporting period’s end and are expected to apply when the timing differences are resolved. As the deferred tax asset on share-based payments exceeds 25% of the IFRS 2 charge, the excess amount of $1.6 million is taken to the equity. All other movements in deferred tax have been accounted in the profit and loss. In accordance with IAS 12 rules, all deferred tax balances are presented as long term, are not discounted and are presented net on the balance sheet to the extent that they arise with the same tax authority. 26 Share capital and other reserves The share capital represents the nominal value of share capital subscribed for. Raspberry Pi Holdings plc has the following share capital upon Admission to the London Stock Exchange and as at the reporting date. | | | | | --- | --- | --- | | | | Nominal capital | | Share capital | Number of shares | $ million | | Ordinary shares of £0.0025 each | 193,415,715 | 0.6 | | Deferred shares of £0.0025 each | 61,610,435 | 0.2 | | | 255,026,150 | 0.8 | Share capital 193,415,715 ordinary shares of £0.0025 each have been listed for trading on the London Stock Exchange. 61,610,435 deferred shares of £0.0025 each were created as part of the share capital reorganisation. The deferred shares have no voting rights or rights to a dividend. It is intended for the holders of the deferred shares to transfer them to the Company otherwise than for valuable consideration pursuant to s659(1) CA 2006 in Q2 2025. They will then be cancelled pursuant to s662(1)(c). Share premium account The share premium account records the amount above the nominal value received for shares issued, less transaction costs. The share premium account is in most circumstances not immediately available for distribution. Share-based payment reserve This reserve represents the cumulative income statement charges for unvested employee share awards. Once the awards vest this reserve is recycled to retained earnings and the issue of equity is reflected in share capital, share premium or retained earnings as appropriate. Merger reserve The merger reserve and retained earnings are presented gross on consolidation such that the Group’s retained earnings are a reasonable measure of the underlying distributable reserves of the Company on a standalone entity basis as this is considered useful information for investors. Retained earnings This reserve represents the total of all current and prior retained earnings available to facilitate future shareholder distributions. #### Notes to the consolidated financial statements continued For the year ended 31December 2024 126 Raspberry Pi Holdings plc Annual Report and Accounts 2024 Strategic report – Governance – Financial statements ![]() 27 Share-based payments All share-based payments are related to employee share schemes and are equity-settled for shares of Raspberry Pi Holdings plc. Equity awards are a key component of the overall remuneration package, being essential for retaining, motivating and rewarding key employees. On 11 June 2024, upon listing onto the London Stock Exchange, all previous employee share schemes vested and new awards were immediately granted. The share-based payment charges are as follows: | | | | | --- | --- | --- | | | Year ended | Year ended | | $ million | 31 December 2024 | 31 December 2023 | | Legacy 2020 LTIP scheme – IFRS 2 charge | 0.8 | — | | Legacy 2020 LTIP scheme – accelerated charge on settlement | 1.2 | — | | Market value and nil-cost options – granted on 11 June 2024 | 2.7 | — | | | 4.7 | — | Settlement of 2020 LTIP scheme upon listing on the London Stock Exchange In 2020, the Board approved a Long-Term Incentive Plan (“LTIP”) and up to the listing date had awarded 19,480 B ordinary shares to employees. These shares were designed to participate in the proceeds from an exit, defined as the Company’s sale or a stock exchange listing. On the sale of Raspberry Pi Ltd to Raspberry Pi Holdings plc in May 2024, the B shares were exchanged for shares with equivalent rights in Raspberry Pi Holdings plc. Upon listing on the London Stock Exchange, all outstanding awards vested and settled by the granting of ordinary shares in Raspberry Pi Holdings plc. When the awards vested, the cumulative $3.3 million charged to the income statement since 2020 was transferred to retained earnings. New option awards granted upon on Admission to the London Stock Exchange On 11 June 2024 immediately before the IPO, alongside the settlement of legacy share awards, new awards were granted in the form of market value options and nominal-cost options over shares of Raspberry Pi Holdings plc. The market value options have an exercise price equal to the IPO share issue price of £2.80. The nominal-cost options have a quarter pence nominal exercise price. The awards vest on the third anniversary of the date of grant, subject to the employee remaining in Group employment. The awards are not subject to other performance or holding conditions. The options expire on the tenth anniversary of the date of grant or upon leaving. Grant date fair value of new market value and nominal-cost option awards The grant date fair value of the new awards was calculated with assistance from external valuation expert using a Black-Scholes model with the following inputs and assumptions: | | | | | --- | --- | --- | | | Market value options | Nil cost | | Grant date | 11 June 2024 | 11 June 2024 | | Number of awards granted | 11,561,566 | 253,773 | | Grant date share price | £2.80 | £2.80 | | Exercise price | £2.80 | £0.00 | | Expected term | 5 years | 3 years | | Expected volatility | 35.0% | 35.0% | | Risk free rate | 4.2% | 4.4% | | Dividend yield | 0.0% | 0.0% | The volatility was estimated at 35%, based on the midpoint between five-year equity volatilities and enterprise volatilities for the FTSE 250 (excluding financials and investment trusts) and for comparable listed technology and software companies as of the 11 June 2024 grant date. The actual volatility experience post-IPO has been an average of 55%. Whilst this does not change the grant date assumption under IFRS 2, it will inform the assumptions on awards granted in the future. The market value options were valued at £1.06 per award and the nominal-cost options valued at £2.80. After applying an estimated 5% employee attrition assumption the combined fair value of all awards granted is $14.1 million, which will be recognised in the Consolidated Statement of Comprehensive Income evenly over the three-year service period resulting in a charge of $2.7 million for the period from 11 June 2024 to 31 December 2024. #### Notes to the consolidated financial statements continued For the year ended 31December 2024 127 Raspberry Pi Holdings plc Annual Report and Accounts 2024 Strategic report – Governance – Financial statements 28 Material accounting policies This note provides a list of other potentially material accounting policies adopted in the preparation of these consolidated financial statements to the extent that they have not already been disclosed in the notes above. These policies have been consistently applied to all of the years presented, unless otherwise stated. The financial statements are for the Group consisting of Raspberry Pi Holdings plc and its subsidiaries as listed in the Company financial statements. 28.1 Revenue recognition Revenue is recognised in accordance with IFRS 15 “Revenue from Contracts with Customers”. Revenue is recognised when control of goods or services is transferred to the customer, reflecting the consideration expected to be received. The five-step model in IFRS 15 is applied, except for royalties for the licence of intellectual property as explained below. Revenue is only recognised if an enforceable right to payment can be demonstrated. Product revenues: Generated by supplying single board computers (“SBCs”), compute modules, accessories, and semiconductors from our contract manufacturer directly to Approved Resellers (“ARs”) and original equipment manufacturers (“OEMs”). The Group acts as principal in these direct distribution transactions. Revenues are recognised at the point in time when physical possession of the product has transferred to the customer, based on fixed prices per unit. The transfer is evidenced by receipt of an undisputed delivery note, as the sole performance obligation is satisfied. Royalties: Earned per unit on products that customers manufacture (e.g. Pi 5) and sell (e.g. Pi 4) through licensing of designs and trademarks. According to IFRS 15, the sales-based or usage‑based royalty exception (paragraph B63) applies, as the licence is the predominant performance obligation. Royalties are recognised on an accrual basis in accordance with the underlying agreement when the subsequent sale or usage event that triggers the royalty occurs and are presented net of any amounts collected on behalf of third parties, regardless of whether the licence is a right to use or right to access. Component revenues: Recognised at the point in time when physical possession of the product has transferred to the customer, based on fixed prices per unit, following the accounting policy for product revenues, unless the Group has made a promise to repurchase the component. Sales returns provision: The Group recognises a provision for expected sales returns on SBCs, which typically include a 12-month warranty under standard sales terms. Returns are assessed at each reporting date, and if no significant returns are expected, no provision is recognised. This estimate is periodically reviewed based on emerging trends and historical data. As there has been no history of material returns, no such provision has been recognised to date. Repurchase liabilities: These occur when the Group sells components to the contract manufacturer and simultaneously raises an order for the manufacture of a finished product that contains the same component. As the Group will subsequently repurchase the asset, control has not been transferred, with the contract manufacturer limited in its ability to direct the use of, and obtain substantially all of the remaining benefits from, the asset. Consequently, in accordance with paragraph B66(b) of IFRS 15, the transaction is treated as a financing arrangement. The inventory is not derecognised, and instead, the cash received from the contract manufacturer is treated as a short-term financial liability. The difference between the repurchase price and the cash received is associated with processing, which, owing to the immateriality of the time value of money (within 30-day standard payment terms), is recognised directly in cost of sales. Principal versus agent: The Group evaluates the following indicators, among others, when determining whether it is acting as a principal or agent in the transaction and recording revenue on a gross or net basis: (i) The Group is primarily responsible for fulfilling the promise to provide the product. (ii) The Group has inventory risk before the product has been transferred to a customer. (iii) The Group has discretion in establishing the price for the product. We also operate a publishing business, Raspberry Pi Press, which produces magazines and books, as well as the Raspberry Pi Store in Cambridge, England. All revenue is recognised at the point in time that the product is transferred to the customer, except for publishing revenue, which is recognised over the length of the magazine subscription. Furthermore, the Group applies IFRS 15 practical expedients for significant financing components and costs or fulfil contracts, as the Group’s sales cycles are generally short term and do not exceed 12 months. 28.2 Cost of sales The Group recognises cost of sales at the point at which it recognises revenue as explained above. Cost of sales predominantly relates to the cost of goods or services purchased from suppliers and then sold to customers. The cost of sales for products sold by us through our direct distribution channel is the price we pay for them to be manufactured, plus licence fees paid to parties whose intellectual property is used in their design. The Group considers the cost of shipping its products to the customer to be directly associated with generating revenue and therefore presents these costs (2024 $1.9 million, 2023: $1.7 million) within cost of sales. Our cost of sales for products sold through the licensee channel is the licence fees paid to parties whose intellectual property is used in these products’ design. The manufacturing cost of the products sold through our licensee channel is borne by the licensee. #### Notes to the consolidated financial statements continued For the year ended 31December 2024 128 Raspberry Pi Holdings plc Annual Report and Accounts 2024 Strategic report – Governance – Financial statements 28 Material accounting policies continued 28.3 Foreign exchange All material entities have a US Dollar functional currency. The US Dollar primarily influences both the sales prices for products and services and the cost of associated raw materials and component parts. As the Group’s presentational currency is also US Dollars no exchange reserve arises on consolidation. Underlying foreign currency transactions (primarily transactions in Sterling) are translated into US Dollars using daily average exchange rates. Foreign exchange gains and losses resulting from the settlement of such transactions, and from the translation of Sterling-denominated working capital items, are recognised in the Consolidated Statement of Comprehensive Income. 28.4 Segmental analysis The Group determines and presents operating segments based on the information that is provided internally to the Board, which is the Group’s Chief Operating Decision Maker (the “CODM”). It is the view of the Directors that the Group has a single operating segment, as defined by IFRS 8 “Operating Segments”, being the manufacture and sale of cost-effective programmable computing devices. The CODM makes operating decisions for a single operating unit and operating performance is assessed as a single operating segment. The information used by the CODM is consistent with, and prepared on the same basis as, that presented in the financial statements. 28.5 Current and deferred taxation The tax expense for the period consists of the tax payable on the current period’s taxable income, based on applicable income tax rates, adjusted for changes in deferred tax assets and liabilities due to temporary differences. Current tax receivables and payables are measured at the expected amount to be recovered from or paid to tax authorities, based on the annual corporation tax return prepared with our tax advisers, in accordance with enacted or substantively enacted UK tax rates and legislation. Deferred tax is provided on temporary differences between the tax bases of assets and liabilities and their carrying amounts in the financial statements. It is calculated using tax rates that have been enacted or substantively enacted by the reporting period’s end and are expected to apply when the timing differences are resolved. Deferred tax assets are recognised only if it is probable that future taxable amounts will be available to utilise them. Deferred tax assets and liabilities are offset when there is a legally enforceable right to do so, and they relate to the same taxation authority. Current tax assets and liabilities are similarly offset when there is a legal right to net them, or to realise the asset and settle the liability simultaneously. Excess tax benefits beyond IFRS 2 charges are recognised in equity. Current and deferred tax is recognised in profit or loss, except when it relates to items recognised in other comprehensive income or directly in equity, in which case the tax is recognised accordingly in those areas. The Group applies IFRIC 23 Uncertainty over Income Tax Treatments when assessing tax positions where uncertainty exists regarding acceptance by tax authorities. Under IFRIC 23, tax treatments are evaluated based on whether it is probable that the relevant tax authority will accept them. If acceptance is not probable, the most likely outcome or expected value approach is applied to determine the tax position. The Group recognises uncertain tax positions in current or deferred tax calculations and records provisions where necessary. Changes in facts or circumstances are monitored, and adjustments are made as required. The Group’s policy ensures consistent application of IFRIC 23 principles, with judgements reviewed regularly in consultation with external tax advisers. 28.6 Intangible assets Externally acquired intangible assets predominantly relate to software licences which are initially recognised at cost and subsequently amortised over the life of the license. All other intangible assets are amortised straight line over a period of three to six years. The accounting for capitalised pipeline development projects is considered to contain a critical judgement upon initial capitalisation of the costs and a critical estimate in determining the useful live of the projects once launched. Refer to the critical judgements and estimates relating to these items at Note 2.5. Capitalised development costs are amortised over the periods the Group expects to benefit from selling the products developed. The amortisation expense is included within research and development expenses in the Consolidated Statement of Comprehensive Income. For capitalised pipeline developed costs that are not yet complete, these costs are not amortised but subject to mandatory annual impairment testing in accordance with IAS 36 as described below. #### Notes to the consolidated financial statements continued For the year ended 31December 2024 129 Raspberry Pi Holdings plc Annual Report and Accounts 2024 Strategic report – Governance – Financial statements 28 Material accounting policies continued 28.7 Property, plant and equipment Property, plant and equipment is stated at historical cost less depreciation and impairment. Depreciation uses the straight-line method, with asset residual values, useful lives and depreciation methods reviewed periodically. All PPE is depreciated over three years except for leasehold improvements which are depreciated with reference to the life of the lease. The estimated useful lives and depreciation method are reviewed at the end of each reporting period, with the effect of any changes in estimate accounted for on a prospective basis. An item of property, plant and equipment is derecognised upon disposal or when no future economic benefits are expected to arise from the continued use of the asset. The gain or loss arising on the disposal or retirement of an asset is determined as the difference between the sales proceeds and the carrying amount of the asset and is recognised in profit or loss. 28.8 Leases The Group assesses whether a contract is or contains a lease, at inception of the contract. The Group recognises a right-of-use asset and a corresponding lease liability with respect to all lease arrangements in which it is the lessee, except for short-term leases (defined as leases with a lease term of 12 months or less) and leases of low value assets (defined as assets with a value of $5,000 or less when new). For these leases, the Group recognises the lease payments as an operating expense on a straight-line basis over the term of the lease unless another systematic basis is more representative of the time pattern in which economic benefits from the leased assets are consumed. The lease liability is initially measured at the present value of the lease payments that are not paid at the commencement date, discounted by its incremental borrowing rate. 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. The Group remeasures the lease liability (and makes a corresponding adjustment to the related right-of-use asset) whenever the lease term or payments are changed. The right-of-use assets comprise the initial measurement of the corresponding lease liability, and any initial direct costs any dilapidation or restoration provisions measured under IAS 37 “Provisions” guidance. Right-of-use assets are depreciated over the shorter period of lease term and useful life of the underlying asset. 28.9 Financial instruments Financial assets and liabilities are recognised when the Group becomes a party to the contract provisions. They are initially measured at fair value with subsequent measurement dependent on their classification as either amortised cost or fair value through profit and loss or other comprehensive income. At present all the Group’s financial assets and liabilities are measured at amortised cost comprising trade and other receivables, trade and other payables and cash in the Consolidated Statement of Financial Position. • Cash and cash equivalents comprise cash at bank and in hand and short-term deposits maturing in less than three months. For the purposes of the Consolidated Statement of Cash Flows, cash and cash equivalents consist of cash and cash equivalents as defined above, net of outstanding bank overdrafts. • Trade and other receivables are recognised at fair value (which ordinarily reflects the invoice amount) and carried at amortised cost, less an allowance for expected lifetime losses as permitted under the simplified approach in IFRS 9. • Trade payables and other payables are not interest bearing and are recognised at fair value (which ordinarily reflects the invoice amount) and subsequently at amortised cost. Trade receivables and payables are amounts due from customers or owed to suppliers in the ordinary course of business. As they are subject to standard payment terms these balances are considered current and are recognised at their invoice value being a reasonable approximation of fair value due to their short-term nature, They are recognised initially at the invoice amount, unless they contain significant financing components, in which case they are recognised at fair value. The Group holds the trade receivables with the objective of collecting the contractual cash flows, and it therefore measures them subsequently at amortised cost. Interest-bearing loans and overdrafts are initially recorded at fair value, net of direct issue costs, and subsequently measured at amortised cost using the effective interest method, with interest expense recognised over the term of the liabilities. Since the RCF is undrawn, the arrangement fee cannot be offset against any borrowing and is therefore recognised within other debtors and prepayments. The arrangement fee is amortised over the term of the RCF. Although there are currently no external borrowings drawn, the Group has access to the RCF, necessitating the inclusion of this accounting policy. #### Notes to the consolidated financial statements continued For the year ended 31December 2024 130 Raspberry Pi Holdings plc Annual Report and Accounts 2024 Strategic report – Governance – Financial statements 28 Material accounting policies continued 28.9 Financial instruments continued The Group’s activities expose it to financial risks from fluctuations in foreign exchange and interest rates. The Board regulates the use of free-standing derivatives (such as forward FX contracts) in line with established risk management strategies, with derivatives employed only once to mitigate foreign exchange exposure related to IPO proceeds. Free-standing derivatives are initially measured at fair value on the contract date and remeasured at each reporting date. As no derivative has straddled a reporting period, a nil value for derivatives applies across all reporting dates. The Group does not apply, nor currently intends to apply, hedge accounting. Derecognition of financial assets The Group derecognises a financial asset when the contractual rights to the cash flows from the asset expire, or it transfers the rights to receive the contractual cash flows in a transaction in which substantially all of the risks and rewards of ownership of the financial asset are transferred or in which the Group neither transfers nor retains substantially all of the risks and rewards of ownership and does not retain control of the financial asset. On derecognition of a financial asset, the difference between the carrying amount of the asset (or the carrying amount allocated to the portion of the asset that is derecognised) and the consideration received (including any new asset obtained less any new liability assumed) is recognised in the Consolidated Statement of Comprehensive Income. Any interest in such transferred financial assets that is created or retained by the Group is recognised as a separate asset or liability. Derecognition of financial liabilities The Group derecognises financial liabilities when the Group’s obligations are discharged, cancelled or have expired. The difference between the carrying amount of the financial liability derecognised and the consideration paid and payable is recognised in the Consolidated Statement of Comprehensive Income. 28.10 Inventories Inventories, which comprise raw materials, components and finished goods for resale, are valued at the lower of cost and net realisable value, after making due allowance for obsolete and slow-moving inventories. Cost comprises all costs of purchase and cost of conversion (excluding borrowing costs). Costs are assigned to individual items of inventory on the basis of weighted average costs. Net realisable value is the estimated selling price in the ordinary course of business less the estimated costs necessary to make the sale. 28.11 Provisions A provision is recorded in the Consolidated Statement of Financial Position when the Group has a legal or constructive obligation arising from a past event, and it is likely that settling the obligation will require an outflow of economic benefits. If the impact is material, the provision is calculated by discounting the anticipated future cash flows at a pre-tax rate that reflects current market views on the time value of money and, where relevant, risks specific to the liability. When discounting is applied, the increase in the provision over time is recognised as a finance cost. If it is virtually certain that an insurer will reimburse part or all of the economic outflows required to settle a provision, the reimbursement amount is recognised as an insurance receivable asset and reported separately within other receivables, provided the receivable amount can be measured reliably. 28.12 Employee benefits Liabilities for wages, salaries, non-monetary benefits and annual leave expected to be settled within 12 months are recognised and measured at the expected amounts. Defined contribution plans are expensed as incurred on an accruals basis. 28.13 Deferred income – RDEC (government grants) The Research and Development Expenditure Credit (“RDEC”) is accounted for as a government grant where there is a reasonable assurance that the grant will be received, and the Group will comply with all attached conditions. The tax credits are initially recognised once they are receivable on accruals basis. Whilst IAS 20 Government Grants excludes tax credits from its scope, so does IAS 12 Income Taxes and no other standard either includes it or appears relevant therefore in the absence of any other specific guidance, we follow IAS 20 as it is considered normal in this scenario. To the extent that the credits relate to expenses already incurred the income is presented as a reduction in R&D expenses, offsetting the underlying costs that the RDEC incentives are intended to compensate. To the extent that the credits relate to pipeline development costs that have been capitalised within intangible assets, the income is initially deferred onto the Consolidated Statement of Financial Position and then subsequently recognised in profit and loss to match the amortisation of the related costs being compensated. This income is presented as a reduction in R&D expense within operating profit as the income is taxable. 28.14 Share-based payments The Group issue equity-settled share-based payments which are fair valued at the grant date as described in the critical judgement Note 2.6.2 and the share-based payment Note 27. Once determined the grant date fair value is charged to the Consolidated Statement of Comprehensive Income on a straight-line basis over the three-year vesting period, with adjustments for forfeitures as appropriate. The corresponding credit is to the share-based payment reserve. #### Notes to the consolidated financial statements continued For the year ended 31December 2024 131 Raspberry Pi Holdings plc Annual Report and Accounts 2024 Strategic report – Governance – Financial statements ![]() 28 Material accounting policies continued 28.15 Own shares The Group provides finance to Employee Benefit Trusts to either purchase Company shares on the open market, or to subscribe for newly issued share capital, to meet the Group’s obligation to provide shares when employees exercise their options or awards. Costs of running the Trusts are charged to the Consolidated Statement of Comprehensive Income. Shares held by the ESOP Trusts are deducted from reserves and presented in equity as an own share reserve until such time that an employee exercises their award. At the reporting period, there were 155,226 of shares in the Trust at historical cost of approximately US 500 Dollars. 28.16 Dividends Dividends are recognised when they become legally payable. In the case of final dividends, this is when approved by the shareholders at the AGM. Interim dividends are recorded when paid. 29 Alternative performance measures ("APMs") Adjusted EBITDA (as presented in the Consolidated Statement of Comprehensive Income), adjusted operating profit, adjusted research and development expenses and adjusted administrative expenses are non-IFRS measures used by the Board and management to monitor the Group’s performance. | | | | | --- | --- | --- | | | Year ended | Year ended | | $ million | 31 December 2024 | 31 December 2023 | | Operating profit | 17.6 | 37.6 | | Amortisation and depreciation | 10.7 | 6.2 | | EBITDA | 28.3 | 43.8 | | Share-based payment charges | 4.7 | — | | NI on share-based payment charges | 1.3 | — | | Employee share schemes | 6.0 | — | | Non-recurring costs | 2.9 | — | | Adjusted EBITDA | 37.2 | 43.8 | | Amortisation and depreciation | (10.7) | (6.2) | | Adjusted operating profit | 26.5 | 37.6 | | | | | | --- | --- | --- | | | Year ended | Year ended | | $ million | 31 December 2024 | 31 December 2023 | | Research and development expenses | 17.9 | 10.6 | | Amortisation (net of capitalised amortisation) | (6.3) | (3.0) | | Share-based payment charges | (2.3) | — | | NI on share-based payment charges | (0.6) | — | | Adjusted research and development expenses | 8.7 | 7.6 | | | | | | --- | --- | --- | | | Year ended | Year ended | | $ million | 31 December 2024 | 31 December 2023 | | Administrative expenses | 27.7 | 17.8 | | Depreciation | (4.4) | (3.2) | | Share-based payment charges | (2.4) | — | | NI on share-based payment charges | (0.7) | — | | Non-recurring costs | (2.9) | — | | Adjusted administrative expenses | 17.3 | 14.6 | 30 Controlling shareholder(s) Under UK Listing Rule 5.3, a controlling shareholder is any party that, alone or with others, controls 30% or more of voting rights. No single entity holds a majority stake in the Group or is considered its ultimate controlling party. The Raspberry Pi Foundation (the “Foundation”) is a registered charity in England and Wales (Charity No. 1129409), owns 90,326,121 (46.7%) ordinary shares in the Company through its wholly owned subsidiary, Raspberry Pi Mid Co Limited (the “Controlling Shareholder”), and is incorporated in England and Wales (Reg. No. 13603843). The address of both entities is 37 Hills Road, Cambridge CB2 1NT. As disclosed to the takeover panel in May 2024, the Group considers Ezrah Charitable Trust (3.32% holding) to be acting in concert with the Foundation due to its relationship with the Foundation and its management. After raising $180.0 million through the secondary offer at Admission, the 46.7% shareholding has not changed. It incurred $6.6 million in transaction costs, which were directly settled as attributable to its proceeds which consequently raised a net amount of $173.4 million to advance its goal of helping young people realise their full potential through the power of computing and digital technologies. #### Notes to the consolidated financial statements continued For the year ended 31December 2024 132 Raspberry Pi Holdings plc Annual Report and Accounts 2024 Strategic report – Governance – Financial statements 30 Controlling shareholder(s) continued On 11 June 2024, the Group entered into Relationship Agreements with the Foundation, the Controlling Shareholder, and the Ezrah Charitable Trust (together, the “Controlling Shareholders”) to ensure the Group operates independently, at arm’s length and on a normal commercial basis. These agreements prohibit the Foundation from voting on matters affecting itself or actions that could breach Listing Rules or compromise the Group’s independence. The Controlling Shareholder may nominate up to two Non-Executive Directors if its shareholding exceeds 25%, or one if above 10%. Currently, Daniel Labbad, a trustee of the Foundation until 10 June 2024, is the sole Board Director of the Company nominated by the Foundation in this manner. All other Board members were appointed independently. In September 2020 Raspberry Pi Ltd and the Foundation entered into to an agreement to transfer the Raspberry Pi brand to Raspberry Pi Ltd. As a condition of that agreement Raspberry Pi Ltd undertook to provide low costs computers to education customers. Failure to meet this would result in trademark ownership reverting to the Foundation. On 21 February 2024, Raspberry Pi Ltd amended its trademark agreement with the Foundation, to change the definition of low cost to be a price of no more than $45 (or, if higher, manufactured cost plus 20%, plus applicable taxes and fees). Between listing and the reporting date, the Foundation purchased $27,400 in goods from the Group. The Group had historically provided life assurance and medical insurance for employees jointly with the Foundation. For administrative simplicity the Group paid the entire premium and recharged the relevant share to the Foundation. Annual arrangements were in place at the time of the listing and accordingly will continue to their expiry. Post-listing pension contributions and life assurance costs for the Foundation, totalling $802,346, were recharged, with an amount $47,200 outstanding as of 31 December 2024. These transactions do not relate to the main business of the Group. All other related party transactions are disclosed in Note 31. As required by UK Listing Rule 6.2.3, all the Independent Directors confirm that, since listing, the Group has operated independently from the Controlling Shareholders at all times. 31 Related party transactions The Group’s related parties include subsidiary undertakings, Board members and their close family members, and principal shareholders holding 10% or more of voting rights. Transactions between the parent and subsidiaries are eliminated on consolidation and are not disclosed in this note. Key management personnel is defined as the Board. Board remuneration is detailed in Note 6 and in the Directors’ Remuneration Report. In addition to the short-term employee benefits, post-employment benefits, and share-based payment expenses outlined in Note 6, a total of $0.3 million was paid for social security contributions related to key management personnel. Related party transactions with the Controlling Shareholder are disclosed in Note 30. During the year, a close family member of a Board member, whose employment ended on 30 June 2024, received $255,000, comprising wages of $100,000, social security costs of $16,000, pension contributions of $10,000, share-based payments of $85,000, and a $44,000 severance payment. Furthermore, in January 2025, the Company was notified that 30,000 ordinary shares were sold by the close family member at a price of £6.20 on 31 December 2024. In February 2024, the Group issued 171 Raspberry Pi Ltd shares to Non-Executive Directors Martin Hellawell, Rachel Izzard and David Gammon (via Rockspring Nominees Ltd) for $0.8 million. These converted into 249,104 ordinary shares of Raspberry Pi Holdings plc on the IPO. 32 Events after the reporting period On 5 March 2025, the Revolving Credit Facility was replaced, increasing the available funds to $80.0 million (2024: $40.0 million) with improved terms extended until 4 March 2029 (2024: 24 April 2027). The facility remains undrawn. #### Notes to the consolidated financial statements continued For the year ended 31December 2024 133 Raspberry Pi Holdings plc Annual Report and Accounts 2024 Strategic report – Governance – Financial statements ![]() $ million Notes 2024 Non-current assets Investment in subsidiary undertakings 4 290.6 Financial assets 5 29.1 319.7 Current assets Other receivables 0.4 Total assets 320.1 Current liabilities Other payables (0.1) Net assets 320.0 Capital and reserves Called-up share capital 7 0.8 Share premium account 7 32.4 Share-based payments 7 2.7 Profit and loss account 7 284.1 Total capital and reserves 320.0 The Company was incorporated on 12March 2024 and therefore no comparative period is presented. As permitted by section 408 of the Companies Act 2006, the Company’s statement of profit or loss has not been included in these financial statements. The Company recorded aloss for the nine-month period from 12 March 2024 to 31December 2024 of $3.2 million. The accompanying notes are an integral part of these financial statements. The financial statements were approved by the Board of Directors and authorised for issue on1April 2025. They were signed on its behalf by: Dr Eben Upton CBE FREng Richard Boult Chief Executive Officer Chief Financial Officer $ million Called-up share capital Share premium account Share-based payments Profit and loss account Total Loss for the period — — — (3.2) (3.2) Share-based payments — — 2.7 — 2.7 Share reorganisation A 288.1 — — — 288.1 Share capital reduction A (287.3) — — 287.3 — Share listing proceeds B — 40.0 — — 40.0 Share issuance costs B — (7.6) — — (7.6) At 31 December 2024 0.8 32.4 2.7 284.1 320.0 AShare capital reorganisation and reduction On 23May 2024, Raspberry Pi Holdings plc acquired Raspberry Pi Ltd for $288.1 million inashare-for-share exchange. Also, on 23May 2024 a special shareholder resolution waspassed to immediately reduce the share capital toits nominal value, supported by a Directors’solvency statement. Together with the reorganisation, this reduced share capital with a corresponding increase of $287.3million in distributable retained earnings. As consideration shares were issued to the existing share owners, the previous share capital was derecognised. The share capital and share premium amounts shown following the share reorganisation(and the same day capital reduction) reflectthoseof Raspberry Pi Holdings plc. BLondon Stock Exchange listing On 11June 2024, Raspberry Pi Holdings plc listed on the London Stock Exchange, issuing 11.2 million new shares at £2.80 per share, generating $40.0 million gross proceeds and net proceeds of $32.4 million after costs of $7.6 million were deducted from equity. The accompanying notes are an integral part of these financial statements. #### Company balance sheet Company statement of changes in equity As at 31 December 2024 For the period 12 March 2024 to 31 December 2024 Registration number15557387 134 Raspberry Pi Holdings plc Annual Report and Accounts 2024 Strategic report – Governance – Financial statements 1 General information Raspberry Pi Holdings plc (the “Company”) is a public limited company incorporated in England and Wales. The Company’s registered office is at 194 Cambridge Science Park, Milton Road, Cambridge, England CB4 0AB, and the company number is 15557387. The principal activity ofthe Company is that of a holding company. • On 12 March 2024: Raspberry Pi ListCo Ltd was incorporated as a private limited company. • On 23 May 2024: Raspberry Pi ListCo Ltd acquired Raspberry Pi Ltd for $288.1 million. • On 03 June 2024: The Company was re-registered and renamed Raspberry Pi Holdings plc. • On 11 June 2024: The ordinary share capital was listed on the London Stock Exchange. • On 23 September 2024: The Company was added to the FTSE 250. As the Company was incorporated on 12 March 2024 these first set of financial statements are for the 295-day period ending 31 December 2024. 2 Basis of preparation and accounting policies 2.1 Basis of preparation These financial statements were prepared in accordance with Financial Reporting Standard 102 (“FRS 102”) “The Financial Reporting Standard applicable in the UK and Republic of Ireland“ and with the requirements of the Companies Act 2006. These financial statements have been prepared on a going concern basis, using the historical cost convention, and in accordance with the Companies Act 2006. The going concern assumption is detailed in Note 2 of the Group’s consolidated financial statements. Critical judgements and estimates for the Company accounts are identical to those disclosed critical accounting judgements and estimates (relating to the IPO) of the Group’s consolidated financial statements. The presentational currency is US Dollars, rounded to the nearest million. 2.2 Capital reorganisation On 23 May 2024, Raspberry Pi Holdings plc acquired the entire shareholding of Raspberry Pi Ltd in exchange for shares with an aggregate nominal value of $288.1 million by way of a share-for-share exchange agreement. The issue of shares was subject to the provision of a merger relief in accordance with section612 of the Companies Act 2006 which precluded the recognition of share premium on the shares issued. The Company also elected to apply section 615 of the Companies Act 2006 resulting in the investment being originally recorded at an amount equivalent to the aggregate nominal value of the shares issued. 2.3 Basis of accounting Below is a summary of the main accounting policies of the Company, which have been consistently applied. Since the Company is part of the consolidated financial statements, itqualifies as a qualifying entity under FRS 102 and may utilise certain reduced disclosures allowed by FRS 102, as equivalent information is already included in the consolidated statements. As a result, the following disclosures have been omitted: • a statement of cash flows and related disclosures under section 7, Statement of CashFlows, and section 3, Financial Statement Presentation, paragraph 3.17(d); • disclosures on financial instruments as required under section 11, Basic Financial Instruments, and section 12, Other Financial Instruments Issues, paragraphs 12.26, 12.27,12.29(a), 12.29(b), and 12.29A; this exemption applies as equivalent disclosures areintheconsolidated financial statements; • share-based payment disclosures under section 26, Share-based Payment, paragraphs 26.18(b), 26.19 to 26.21, and 26.23; this exemption applies because the Company is the ultimate parent, the share-based payment plans involve its own equity instruments, and these standalone financial statements are presented alongside the consolidated financial statements with equivalent disclosures; and • total key management personnel compensation under section 33, Related Party Disclosures, paragraph 33.7. 2.3.1 New standards, interpretations and amendments effective or adopted for the first time this period The Company has not early adopted any standards, interpretations, or amendments that have been issued but not yet effective. 2.3.2 Foreign exchange Raspberry Pi Holdings plc, a UK-registered Company, operates with a functional and presentational currency of US Dollars. Monetary assets and liabilities held in foreign currencies are translated to US Dollars at the exchange rates in effect at the balance sheet date. Transactions conducted in foreign currencies (mainly Sterling) are translated to US Dollars at the exchange rates prevailing at the transaction dates. Any exchange differences are recorded in the profit andloss account. #### Notes to the Company financial statements For the period 12 March 2024 to 31 December 2024 135 Raspberry Pi Holdings plc Annual Report and Accounts 2024 Strategic report – Governance – Financial statements ![]() 2 Basis of preparation and accounting policies continued 2.3 Basis of accounting continued 2.3.3 Investments Investments are recorded at cost, with deductions made for any reduction in value. Impairments are recognised in the profit and loss account as they arise. 2.3.4 Profit and loss account As permitted under section 408 of the Companies Act 2006, the Company does not present aseparate profit and loss account. 2.3.5 Directors' remuneration The details of remuneration for Executive and Non-Executive Directors, along with their interests in Company shares and options, can be found in the audited section of the Directors’Remuneration Report. 2.3.6 Share-based payments The Company provides equity-settled share-based payments to certain employees and employees of its subsidiaries. These are valued at fair market value (excluding non-market-based vesting conditions) on the grant date and expensed evenly over the vesting period. Fair value is calculated using the Black-Scholes model, as detailed in Note 27 of the consolidated accounts on share-based payments. For awards made to employees of subsidiaries, the fair value is recognised by the Company in the profit and loss account. Intra-group recharges to the employing subsidiary, up to the fair value of the awards, subsequently reverse this charge in the profit and loss account. Proceeds received, net of directly related transaction costs, arecredited to share capital (nominal value) and share premium upon exercise of the options. 2.3.7 Financial instruments The Company engages only in basic financial instrument transactions, resulting in recognition of standard financial assets and liabilities, including trade receivables, payables, and intra-group loans. These transactions are initially recorded at the transaction price, unless classified as financing, in which case they are measured at the present value of future receipts discounted at a market interest rate and subsequently recognised at amortised cost. 2.3.8 Dividends Dividends are recognised when they become legally payable. In the case of final dividends, thisis when approved by the shareholders at the AGM. Interim dividends are recorded whenpaid. 3 Results for the period The Company recorded a loss for the nine-month and nineteen-day period from 12 March 2024 to 31December 2024 of $3.2 million. The Company reported a loss for the financial period ended 31December 2024 of $3.2 million principally because primarily due to non-recurring IPO-related costs of $2.9 million and other corporate expenses of $0.5 million including fees payable to the Group auditor for the audit of these Company standalone financial statements of $0.1 million. The Company had an average of three employees during the period their remuneration was borne by another Group company. The Directors’ remuneration is disclosed in the Directors’ Remuneration Report. 4 Shares in subsidiary undertakings Investments amounting to $290.6 million relate to the shares of Raspberry Pi Ltd acquired by the Company as part of the share capital reorganisation as discussed in Note 2.2. $ million 2024 Acquisition of Raspberry Pi Ltd 288.1 Contribution to subsidiary – share-based payments 2.5 290.6 On 23May 2024, Raspberry Pi Holdings plc acquired Raspberry Pi Ltd for $288.1 million through a share-for-share exchange with Raspberry Mid co Limited. This acquisition was part of a corporate reorganisation, which included several steps. as explained in Note 1 General information and which culminated in the formation of Raspberry Pi Holdings plc, which subsequently listed on the London Stock Exchange on 11 June 2024. The Company also recognised an increase in its investment in the subsidiary, corresponding tothe grant date fair value of the share awards granted to subsidiary employees, amounting to$2.5 million, to the extent that the service conditions have been met. Additionally, a further $0.2 million in share awards was granted to employees of the Company, which has been recognised in the Company’s income statement. #### Notes to the Company financial statements continued For the period 12 March 2024 to 31 December 2024 136 Raspberry Pi Holdings plc Annual Report and Accounts 2024 Strategic report – Governance – Financial statements ![]() 5 Financial assets A $38.4 million loan was provided by the Company to Raspberry Pi Ltd with interest-free, perpetual repayable on-demand terms. At the end of the reporting period, the carrying value ofthe loan was $29.1 million as a number of repayments were made. 6 Details of subsidiary undertakings Company name Nature Parent Company number Address Raspberry Pi Ltd Main trader Raspberry Pi Holdings plc (direct – 100% ordinary shares held) 08207441 194 Cambridge Science Park, Milton Road, Cambridge CB4 0AB Raspberry Pi Ireland Ltd Non-active Raspberry Pi Ltd (indirect – 100% ordinary shares held) 751640 3 Dublin Landings, North Wall Quay, Dublin 1 D01 C4E Raspberry Pi (Trading) North America Inc. Employee services Raspberry Pi Ltd (indirect – 100% ordinary shares held) 34162503 2810 N. Church St., Wilmington, DE, USA 7 Capital and reserves Share capital Number of shares Nominal capital $ million Ordinary shares of £0.0025 each 193,415,715 0.6 Deferred shares of £0.0025 each 61,610,435 0.2 255,026,150 0.8 Share capital Ordinary shares carry equal voting, dividend and distribution rights with the nominal value representing amounts subscribed for. The deferred shares have no voting rights or rights to a dividend. It is intended for the holders of the deferred shares to transfer them to the Company otherwise than for valuable consideration pursuant to s659(1) CA 2006 in Q2 2025. They will then be cancelled pursuant to s662(1)(c). Share premium account The listing generated $40.0 million in gross proceeds, with $7.6 million in costs deducted directly from equity. The share premium is a non-distributable reserve. Share-based payment reserve This reserve represents the cumulative income statement charges for unvested employee share awards. Once the awards vest this reserve is recycled to retained earnings and the issue of equity is reflected in share capital, share premium or retained earnings as appropriate. Retained earnings This reserve represents the total of all current and prior retained earnings available to facilitate future shareholder distributions. Distributable reserves On 23 May 2024, a special shareholder resolution was passed to reduce the Company’s share capital. This resulted in a reduction of share capital and a corresponding increase of $287.3 million in retained earnings which are distributable in full. 8 Related party transactions The Company is exempt from disclosing other related party transactions as they are with other companies that are wholly owned within the Raspberry Pi Holdings plc Group. Disclosures on details and transactions with Controlling Shareholders and other related party transactions are in Notes 30 and 31 of the consolidated financial statements. 9 Events after the reporting period On 5 March 2025, the Revolving Credit Facility was replaced, increasing the available fundsto$80.0 million (2024: $40.0 million) with improved terms extended until 4 March 2029 (2024:24April 2027). The facility remains undrawn. #### Notes to the Company financial statements continued For the period 12 March 2024 to 31 December 2024 137 Raspberry Pi Holdings plc Annual Report and Accounts 2024 Strategic report – Governance – Financial statements Board of Directors Martin Hellawell, Independent Non-Executive Chair Dr Eben Upton CBE FREng, Chief Executive Officer Richard Boult, Chief Financial Officer Sherry Coutu CBE, Senior Independent Non-Executive Director David Gammon, Independent Non-Executive Director Rachel Izzard, Independent Non-Executive Director Christopher Mairs CBE, Independent Non-Executive Director Daniel Labbad, Non-Executive Director Company Secretary Carol Copland Registered office of the Company 194 Cambridge Science Park Milton Road Cambridge CB4 0AB Joint corporate brokers Jefferies International Limited 100 Bishopsgate London EC2N 4JL Peel Hunt LLP 100 Liverpool Street London EC2M 2AT Investor relations contact investors@raspberrypi.com Legal advisers Linklaters LLP One Silk Street London EC2Y 8HQ Auditor Grant Thornton UK LLP 101 Cambridge Science Park Milton Road Cambridge CB4 0FY Registrars Equiniti Limited Aspect House Spencer Road Lancing West Sussex BN99 3HH Remuneration adviser Deloitte LLP 2 New Street Square London EC4A 3BZ Company number 15557387 #### Company information and contact details 138 Raspberry Pi Holdings plc Annual Report and Accounts 2024 Strategic report – Governance – Financial statements ![]() Raspberry Pi Holdings plc’s commitment to environmental issues is reflected in this Annual Report, which has been printed on Amadeus Silk, an FSC ® certified material. This document wasprinted by Pureprint Group using its nvironmental print technology, with 99% of dry waste diverted from landfill, minimising the impact of printing on the environment. The printer is a CarbonNeutral ® company. Both the printer and the paper mill are registered to ISO 14001. ![]() Raspberry Pi Holdings plc Registered office: 194 Cambridge Science Park, Milton Road, Cambridge CB4 0AB Company number: 15557387 ### investors.raspberrypi.com