To put high-performance,

low-cost, general-purpose

computing platforms

inthehands of engineers

all overthe world.

Our mission

$323.2m

revenue

7.6m

unit volume

$77.8m

gross profit

$26.5m

profit before tax

$46.4m

adjusted EBITDA*

14.5¢

adjusted basic EPS

$28.1m

cash

Highlights

1 Raspberry Pi Holdings plc Annual Report and Accounts 2025

Strategic report

IFC

Our mission

Highlights

At a glance

Raspberry Pi illustrative embedded

use case: Smart home

Our product platform

Chair’s statement

Investment case

CEO’s statement

Go-to-market

Industrial customer priorities

andchallenges

Raspberry Pi use case:

Industrialautomation

Business model

Case study: Sixfab

Section 172

Stakeholder engagement

Case study: ProGlove

Financial review

Key performance indicators (“KPIs”)

Sustainability Committee

Chair’sstatement

Sustainability

Task Force on Climate-Related

Financial Disclosures (“TCFD”)

Streamlined Energy and Carbon

Reporting (“SECR”)

Principal risks and uncertainties

Going concern and viability statement

$323.2m

$259.5m

$265.8m

2025

2024

2023

7.6m

7.0m

7.4m

2025

2024

2023

$77.8m

$63.2m

$66.0m

2025

2024

2023

$26.5m

$16.3m

$38.2m

2025

2024

2023

$46.4m

$37.2m

$43.8m

2025

2024

2023

14.5¢

10.7¢

17.8¢

2025

2024

2023

$28.1m

$45.8m

$42.2m

2025

2024

2023

Governance

Chair’s introduction to governance

Board of Directors

Corporate governance report

Audit and Risk Committee report

Nomination Committee report

Remuneration Committee report

Directors’ remuneration report

Directors’ report

Statement of Directors’ responsibilities

Financial statements

Independent auditor’s report

Consolidated statement of

comprehensive income

Consolidated statement of

financialposition

Consolidated statement of changes

inequity

Consolidated statement of cash flows

100

Notes to the consolidated

financialstatements

127

Company balance sheet

127

Company statement of changes inequity

128

Notes to the Company financial

statements

132

Company information and contact details

The 2023 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

applications, by OEMs who embed them into their

ownproducts, and by enthusiasts and educators.

Inaddition toour core hardware, we offer avariety

ofaccessories anda comprehensive software stack,

backedby long-term commitments to availability,

security andengineering quality.

What we do

Raspberry Pi designs

embedded computing

platforms that power

innovation across

diverseindustries.

73m+

units sold since 2012

7.6m

units sold in 2025

70.4m

units of boards and accessories

manufactured in the UK

Units by destination

Raspberry Pi products areavailable in over

80countries around theworld.

At a glance

2 Raspberry Pi Holdings plc Annual Report and Accounts 2025

Embedded

innovation

Europe

North America

Asia

Rest of the world

33%

32%

31%

39%

29%

2025 2024

At a glance continued

3 Raspberry Pi Holdings plc Annual Report and Accounts 2025

Industrial automation

Raspberry Pi enables

flexible, cost-effective

control and edge processing

for industrial automation

and long lifecycle

factorydeployments.

See case study on page 16

IoT gateways

Raspberry Pi provides a

secure, scalable platform

foraggregating, processing

and transmitting IoT data

toenterprise systems.

32bn

Forecast global installed

base of IoT units by 2030

Smart home

Raspberry Pi powers

smarthome hubs, enabling

localprocessing, device

interoperability and secure

ecosystem management.

See case study on page 4

Digital signage

Raspberry Pi delivers reliable,

centrally managed digital

signage with high-quality

content playback at

commercial scale.

1,000+

Flight Information Screens

now installed at Heathrow

Retail and PoS

Raspberry Pi supports

networked retail and

point‑of‑sale systems

withpayments, peripherals

and real‑timeanalytics.

1/10th

Cost versus

traditionalsystems

Audio Automotive

Thin clients RFID

Gaming Sensor

EV infrastructure Medical and healthcare

AgriTech Aerospace

Raspberry Pi targets a broad range of industrial and consumer endmarkets.

Raspberry Pi illustrative embedded use case: Smart home

4 Raspberry Pi Holdings plc Annual Report and Accounts 2025

Making smart

homessmarter

Raspberry Pi products are at the heart of a broad

range of consumer electronics, powering IoT-enabled

smart home systems, and connecting devices that

improve energy efficiency, integration, and everyday

convenience for users.

Illustrative use cases of Raspberry Pi products in a smart home.

Smart energy management

Smart blinds

Smoke detector

Doorbell

Door lock

Pet camera

Voice assistant

Robot vacuum

Security and surveillance

Set-top box

Smart screen

Smart lighting

Scalable computing platform

We deliver a comprehensive general-purpose embedded

computing platform builtontwo mutually supporting

franchises: compute products and semiconductors.

Our compute products are high‑performance SBCs and compute modules, designed

tobring powerful, accessible and cost-effective computing to a wide range of applications.

SBCs provide industry-standard interfaces and plug-and-play simplicity, enabling rapid

prototyping and product development. Compute modules take thesame core technology

into embedded environments, allowing customers to integrate Raspberry Pi directly into

their designs.

Our semiconductor portfolio underpins and accelerates this platform. Microcontrollers

andproprietary I/O technology power our own products, and are also sold to thirdparties,

extending the reach and adoption of our architecture. Each franchise supports the other:

oursemiconductors allow us to build differentiated electronic products, while our electronic

products serve as the shop window for our semiconductors.

“The focus over FY 2025 has been on deepening the

product offering, responding to customer feedback,

addressing functionality and performance gaps,

anddelivering targeted, incremental improvements

to existing products.”

Our customer focus is illustrated by the new compute module variants with extended

operating temperature ranges, our first standalone Wi‑Fi and Bluetooth radio module,

helping OEMs build their own high-performance wireless-enabled products, andby

Raspberry Pi 500+, which combines high specification and affordability with the plug‑and-

play simplicity valued byenthusiasts.

Product roadmap and strategy

Our roadmap builds on the core themes that have driven our success and set

usapart: performance, price, accessibility and security, alongside the growing

importance of our own silicon and software. In parallel, continuing to strengthen

ourgo-to-market teams will enable us to secure additional design wins with larger

OEMs, both through our direct and indirect sales channels.

Read more about our go-to-market model on pages 12 and 13

End-to-end Raspberry Pi platform

Compute products and semiconductors are mutually supporting franchises

Semiconductors Compute products

Raspberry Pi

platform

RP2040, RP2350 SBCs

Compute modules

Accessories

Software

Use case

General-purpose computing General-purpose computing

Channel model

Direct-to-reseller, direct-to-OEM Licensee, direct-to-reseller,

direct-to-OEM

Median order

volumetoday

10k 1k

Mid-sized OEM

opportunity

0.5m+ 50k+

Our product platform

5 Raspberry Pi Holdings plc Annual Report and Accounts 2025

Martin Hellawell

Independent Non-Executive Chair

I am pleased to report a strong performance

for the year, supported by a return to more

normal demand patterns and channel

engagement alongside continued progress

against our long-term strategy. The Group

has shown resilience, discipline and a focus

on execution, particularly through the second

half as memory component supply

dynamics started to change.

We continued to attract great people,

strengthen our banking relationships, increase

engagement with prospective OEM partners

and diversify our supply chain. These

developments strengthen our ambition

tobethe world’s most trusted low‑cost,

high‑performance computer platform.

Financial performance

The successful execution of the strategy

isevident in the financial performance

oftheGroup. Revenue for the year was

$323.2million, with adjusted EBITDA of

$46.4million, up over 20%, ahead of the

Board’s expectations entering the second

half. This performance was driven by robust

demand through FY 2025, alongside higher

gross profit per board as we successfully

navigated increased memory costs.

Wecontinued to manage the business

prudently while investing in areas that

support sustainable, long-term growth.

Headcount increased by 6% during the year,

reflecting the targeted strengthening of our

finance, legal and marketing teams. Ending

the year with $28.1million of cash was

particularly pleasing, following the repayment

of a significant level of long-dated payables,

and we remain confident that over the medium

term, the Company will generate the strong

cash flows inherent in the business model.

Innovation and product development

FY 2025 was a year of consolidation

anddeepening of the product offering.

Afterintroducing several major platform

products in the prior year, our focus shifted

to strengthening our portfolio with targeted

improvements and new variants, shaped

bycustomer feedback.

This was also the first year in which

semiconductor unit shipments exceeded

board shipments, an important milestone

that highlights the momentum within our

silicon product line.

We remain committed to investing in

research and development and capital

expenditure to support future product

releases across both our electronics and

silicon franchises. Our roadmap continues

to evolve, with a focus on addressing

abroader range of use cases across

thelarge-scale IoT market.

Customer engagement and

strategic relationships

We continue to make strong progress

against our strategy to build deeper, more

direct relationships with our customers.

Our“Board to Board” programme, launched

following the IPO, has strengthened

engagement with senior leadership teams

atour prospective customers and our

understanding of the opportunity across the

industrial automation, smart infrastructure,

energy and aerospace sectors, including

defence. These discussions provide valuable

insight into customer priorities and help

ensure we are developing solutions aligned

with customers’ long-term requirements.

Many of the programmes we support

oftenrepresent step-changes in OEM

product roadmaps, requiring a considered

timeframe for design and launch.

Whilerevenue from these programmes

willtaketime to materialise, they present

ameaningful opportunity for the Company

aswe support customers in accelerating

their time to market through a range

ofvalue-added capabilities.

We continue to see healthy demand

fromboth new and existing OEMs.

Ourdirect-to-reseller and direct-to-OEM

approach enables deeper engagement,

stronger partnerships and improved

valuecapture across the customer

productlifecycle.

In 2025, sales through our direct-to-OEM

and reseller channels increased by over

36%, reflecting a stronger market backdrop

and underscoring the Company’s opportunity

to capture increased margin.

Maintaining ESG momentum

Raspberry Pi has always had a strong sense

of purpose. From day one, the organisation

set out to broaden access to computing

and deliver platforms that were powerful,

accessible and energy efficient. That purpose

continues to guide us today. Ourenvironmental

and social impact rests on three pillars:

• the educational work of the Raspberry Pi

Foundation;

• the energy efficiency benefits of our

products; and

• the support we provide to innovative

smaller OEMs that rely on us for

affordable, reliable computing.

As a public company, expectations around

ESG transparency and resilience naturally

increase. We are committed to improving

our reporting, including around MSCI

benchmarking, while keeping strong

momentum across our ESG initiatives.

Chair’s statement

6 Raspberry Pi Holdings plc Annual Report and Accounts 2025

The launch of our “Board to Board” programme

In September 2024, the Group launched the Board to Board programme to

strengthen links with board-level decision makers across global industrial and

embedded sectors. Building on Raspberry Pi’s success in prototyping, and in test

and production automation, the initiative focuses on converting this beachhead

into long-term, high-volume embedded business with multinational customers.

Engagement with CTOs at over 20 major UK industrial companies highlighted

anopportunity to raise Raspberry Pi’s C-suite visibility. In 2025, progress included

scaling industrial adoption with partner SECO, increasing trust in the Raspberry Pi

brand, and providing rapid technical value, positively positioning us across a range

of ongoing design discussions.

“It is increasingly clear that customers are

prioritising security, lifecycle certainty and

sovereign capability.”

See Q&A with Roger Thornton, Head of Applications, on page 14

People and culture

Our people remain central to the success

ofthe business. One of our core strengths

is the unique culture we have established,

which is entrepreneurial, engineering led

and deeply focused on solving real customer

problems. Over half of our employees are in

frontline engineering roles, and preserving

the culture as we scale remains a priority

for theBoard.

Employee retention has remained excellent

since our IPO, and I want to thank all our

colleagues for their hard work and continued

commitment during a busy year. We will

continue to invest in people alongside

increased use of automation to drive

efficiency and scalability across the business.

Since listing, we have strengthened our

governance framework. I am pleased with the

way the Board is operating, providing effective

oversight while constructively supporting and

challenging the management team as it

executes our growth strategy. Further detail

can be found in the Corporate Governance

Report on page 58. I would like to thank

Eben Upton for his outstanding work as

CEO. He excels technically and commercially

and is an inspiration to those around him.

Iam particularly pleased by how he has

made a seamless transition to life as a CEO

of a public company.

I would also like to thank Richard Boult,

whowill be stepping down as Group CFO.

Richard has made a significant contribution

since joining the Company in 2019, including

playing a central role in our IPO. He will remain

with the Company to support an orderly

transition through 2026, and we will update

shareholders on his succession in due course.

Supportive shareholders

We benefit enormously from the fantastic

encouragement and partnership of

theRaspberry Pi Foundation, whose

outstanding work continues to inspire us

and with whom our collaboration remains

strong. We are also delighted with our

shareholder register, which includes a

balanced mix of UK, US and international

long-term investors, our strategic pre-IPO

holders, and a knowledgeable and growing

retail investor base.

Year ahead

In the year ahead, we expect to

workthrough some external challenges,

includingongoing geopolitical volatility and

an AI-driven shortage of critical memory

components. However, our management

team brings more than a decade of experience

operating successfully in similarly complex

environments, including during the most

recent major supply chain disruption in 2022.

We emerged from that period a stronger

business, with enhanced operational discipline

and deeper customer relationships.

The next 12 months will require agility and

disciplined decision making but with robust

underlying customer demand, we believe

this presents an opportunity to further

strengthen our competitive position and

capture long-term value.

Martin Hellawell

Independent Non-Executive Chair

30March 2026

Chair’s statement continued

7 Raspberry Pi Holdings plc Annual Report and Accounts 2025

High barriers to entry

Competitive moats: Long-standing investment

inhardware, software, collateral and first-party

engineering services, paired with community

support from 3 million followers worldwide.

End-to-end business model: True end-to-end

engineering covering the value chain from

siliconIP and electronic design to on-device

andcloud software, community management

andapplicationengineering.

De-risking of long-term growth

Large and growing markets: A total addressable

market across industrial, embedded, enthusiast,

and educational computing, amounting to tens of

millions of units and billions of dollars.

World-class partners: Technology from

shareholder and partner Arm helps underpin the

product roadmap. Sony and TSMC, along with our

highly experienced internal teams, ensure robust

management of our supply chains.

Extensive product range and

establishedcustomer base

Regular product launches: Continuous

development and launch of new hardware,

software and accessories with long-term

availability and support.

Broad customer base: 73 million+ units shipped

since launch, long-standing value-added licensee,

100+ resellers, growing across 80 countries, and

deepening OEM engagement.

See page 18 for more information

See page 12 for more information

See page 2 for more information

Growing pipeline of OEM design wins

A loyal OEM customer base: Over a decade of

product releases and support hascontributed to

amajor following amongst professional design

engineers driving widespread adoption of products

by OEMs.

Investing in go-to-market: We find Raspberry Pi

products in use at nearly every OEM we meet. We are

focused on growing these relationships and on

meeting and educating senior decision makers and

design engineers.

Ambitious team and

entrepreneurialmindset

Innovation placed at the forefront: Raspberry Pi

has built a unique talent culture, identifying and

cultivating the best engineering talent to design

leading computing platforms.

Developing our teams: Engineers represent over

50% of employees, around 84% of staff hold shares

or options. The business maintains high retention

and prioritises developing talented graduates.

An experienced Board: A clear vision to deliver

long-term growth, higher profits, strong cash flow

and returns for shareholders.

Strong ESG credentials

Smallest resource footprint: Leading the world

inlow-power computers that are more efficient to

manufacture and consume less energy to operate

than legacy desktop and embedded PCs.

Commercial ambition and social mission alignment:

Democratising technology for all through low-cost

and high-performance computing.

Facilities sustainability: We continue to invest

inmeasures to run our buildings more efficiently

and environmentally with the use of solar

generation reducing electricity consumption

by20% in the year.

See page 12 for more information

See page 22 for more information

See page 33 for more information

Investment case

8 Raspberry Pi Holdings plc Annual Report and Accounts 2025

Over the years, we have shaped Raspberry Pi’s value proposition across hardware, software and collateral,

developing distinctive competitive strengths and attributes. These differentiators setusapart in our markets

and position us to drive sustainable long-term growth.

Dr Eben Upton CBE FREng

Chief Executive Officer and Founder

“For the first time,

semiconductor device

volumes exceeded those

of boards and modules –

a milestone on our

journey towards a

two-franchise business.”

Another exceptional year for

RaspberryPi

2025 was an exciting year for Raspberry Pi. It was

a year defined by delivery and by consolidation:

completing the current generation of our core

products, developing our semiconductor offering

and refining the channel relationships that allow us

to reach millions of customers around the world.

With the release of the Raspberry Pi 500+

all‑in‑one PC in September, we rounded out our

fifth-generation core product line up, freeing

ourengineering team to focus on work that will

indue course lead to Raspberry Pi 6.

An updated version of our RP2350 microcontroller,

released in August, delivered reliability and

performance enhancements, and was accompanied

by new variants that integrate non-volatile memory

directly into the chip package.

These developments were complemented by

accessory releases, including Radio Module 2,

Camera Module 3 Sensor Assemblies, and a

5"variant of Touch Display 2. Our expanding

range of board, module, semiconductor and

accessory offerings make it easier than ever

forour customers to engage with Raspberry Pi

technology, and for OEMs to integrate it into

theirown products.

Our continued growth is made possible through

the efforts of our global ecosystem of distribution

partners. Over the last year we have consolidated

our network of Approved Resellers, Authorised

Distributors and Design Partners with a focus

ondeveloping industrial and OEM sales expertise

in key geographies.

Delivering through transition

2025 was our first full year as a public company

following our listing on the London Stock

Exchange in June 2024. The transition has

beena rewarding one: regular dialogue with

ourinvestors has deepened our understanding

ofthe fundamentals of our business and

sharpened our focus on long-term value creation.

Our board and module unit shipments reached

4.0million in the second half, bringing total

shipments for the year to 7.6 million, an increase of

9% year on year, as demand strengthened

markedly through the year. We saw robust demand

in key international markets, particularly the United

States and China. Adjusted EBITDA of $46.4million

exceeded expectations, supported byfavourable

unit economics in the second half oftheyear.

Weended the year with net cash of $28.1million

after the repayment of $52.2 million of previously

extended supplier payables, demonstrating our

continued balance sheet strength and prudent

approach to capital management.

We reached an important strategic inflection

point in 2025. For the first time, shipments of

ourmicrocontroller devices, RP2040 and the

RP2350 family, exceeded those of our boards

and modules, with a total of 8.4 million units

shipped. This milestone represents a key step

forward inour ambition to build Raspberry Pi

intoa two‑franchise business, with both

electronic products and semiconductors making

significantcontributions to volumes, revenues,

and profitability.

Innovation and product execution

Technical innovation remains the linchpin of

oursuccess and in 2025 we launched 13 new

products (2024: 22). These new releases

delivered targeted support for an ever-growing

range of customer applications.

Industrial‑temperature compute modules and

new variants of our RP2350 microcontroller

extended our reach into challenging

environments and demanding deeply

embeddeduse cases.

Our premium keyboard computer Raspberry Pi

500+ was welcomed with excitement by

enthusiasts and we announced a partnership

with NComputing, a global leader in end-user

computing solutions, to bring it to the

enterprisemarket.

Responding to demand from our microcontroller

customers, we launched our first standalone

wireless module in June. Building on our heritage

of modular design, Radio Module 2 offers

integrated Wi-Fi and Bluetooth radios from

ourpartner Infineon, a compact form factor,

anda low-pin-count host interface. These design

choices simplify integration, reduce external

component count, and eliminate the expense and

complexity of radio certification, streamlining our

customers’ journey from prototype to production.

Our software offering continues to evolve

alongside our hardware. The Pico SDK and its

Visual Studio Code integration received major

updates, while Raspberry Pi OS (Trixie) introduced

performance and security improvements, and an

enhanced desktop userexperience.

Raspberry Pi Connect for Organisations added

enterprise features for secure device management

and remote access, allowing OEM customers

tosimply and securely maintain large fleets

ofdevices in the field.

CEO’s statement

9 Raspberry Pi Holdings plc Annual Report and Accounts 2025

A fast growing

semiconductor

platform

Raspberry Pi recognises that

semiconductor development is

capital intensive, time consuming,

and technically demanding.

The Company employs a substantial

in-house team of highly experienced

engineers, many with backgrounds

at world-class semiconductor

companies. This capability has

already delivered two successful

silicon launches, and growing

engagement with Tier 1 OEMs.

Looking ahead, the Company has

established a defined, fully costed,

multi-year roadmap to expand its

proprietary silicon portfolio. This

programme is expected to drive

continued performance

improvements across electronic

products while accelerating unit

growth and monetisation within the

semiconductor business,

strengthening both franchises and

supporting long-term value creation.

Innovation and product execution

continued

Connect now supports hundreds of thousands

ofdevices in the free tier and thousands more

inits paid-for tier and continues to see robust

month‑on‑month growth. At the end of the year,

we released over‑the‑air (“OTA”) update capability

for Connect. Support for OTA updates of IoT

device firmware is becoming a regulatory

requirement in many jurisdictions, and we

seethis development as a natural extension

ofour strategy to eliminate complexity for

ourOEM customers.

Artificial intelligence was a defining technology

theme of 2025, and edge AI represents a

significant opportunity for Raspberry Pi. Our

platforms allow OEMs to deploy AI applications

at the edge of the network, delivering improved

latency, privacy and cost compared to cloud-

hosted alternatives. We continue to work closely

with model developers and partners to ensure

that their workloads run performantly on our

platforms, and are confident that edge AI on

Raspberry Pi will play a key role in the next

decade of digital transformation.

Expanding markets and the

two‑franchise model

The continued growth of our semiconductor

business marks a new era for Raspberry Pi.

OurRP2040 and RP2350 microcontrollers

sitatthe heart of a thriving ecosystem of

partner‑developed products. For our existing

board and module OEM customers, our

semiconductor devices represent a vital next

rung on the scaling ladder, enabling custom

designs that can serve avast range of industrial

and embedded applications. We continue to

support these customers by providing the

engineering quality, transparent competitive

pricing and extensive technical collateral that

hasbecome our hallmark.

We continue to see the synergy between our

twofranchises as a powerful driver of long‑term

growth. Our boards and modules act as the shop

window for our semiconductor devices, while our

semiconductor devices allow us to build ever

more capable and efficient boards and modules.

As we move along this trajectory, our aspiration

is for semiconductor volumes to grow by orders

of magnitude, transforming Raspberry Pi from

acompany that sells millions of boards and

modules each year into one that also ships

billions of semiconductor devices.

Go-to-market strategy

We continue to strengthen our go-to-market

strategy, working with our Approved Reseller and

Authorised Distributor partners, and directly with

larger OEMs, to secure the design wins which

willdeliver medium-term unit sales growth

andimproved gross profit margins.

In the year, our number of Authorised Resellers

fell to 113 (2024: 117). After adding a net

13newApproved Resellers in 2024 we took the

opportunity this year to refine our distribution

strategy, retiring underperforming partners and

adding new ones to drive industrial and OEM

growth in key geographies. Key additions in

theyear included HT Componenti Srl in Italy,

Icompplus Electronics S.L. in Spain, eukleed in

France and Electronica Elemon SA in Argentina.

Our “Board to Board” initiative, launched after the

2024 IPO, continues to target larger-scale design

wins via direct senior-level engagement at major

OEMs. This more intensive approach provides

deeper insight into prospective customers’

technical and operational needs and allows

ustoleverage existing adoption of Raspberry Pi

technology in prototyping and production

automation into scaled OEM adoption.

In the year, we held more than 20 C-Suite level

discussions, supporting customers in addressing

critical challenges around security, connectivity

and supply chain resilience. These engagements

have increased awareness and understanding of

the Raspberry Pi value proposition at senior

levels in the target organisations and enhanced

our profile as a strategic partner rather than

solely as a technology provider. Numerous

project discussions remain ongoing, most

notably with OEMs in the smart home and

defence and aerospace sectors.

Tariffs

Our sales to US customers remain strong,

withrevenue growing 56% year on year.

Ourexclusively UK-manufactured boards

andmodules have been subject to lower

competitive tariffs than our predominantly

China‑manufactured competitors. Our major

USdistribution partners have worked closely

withus to maintain attractive pricing for our

products. In our education and enthusiast

market,we expect a meaningful competitive

benefit to arise from the abolition of the de

minimis tariff exemption onsmall, personal

shipments into theUS.

DRAM supply

Global DRAM markets tightened significantly

through 2025 and into 2026 due to AI-driven

demand. We have mitigated the impact on

ourbusiness through supplier diversification

andtargeted pricing adjustments and

continuetobenefit from inventory acquired

atlower historical prices. These actions have

supported supply continuity and profitability,

andcreate potential opportunities for market

share gainsagainst competitors who face

sourcing constraints.

CEO’s statement continued

10 Raspberry Pi Holdings plc Annual Report and Accounts 2025

DRAM supply continued

We expect the current supply environment to

persist beyond this year, although we would

expect some mitigation from demand elasticity

inthe short term and increased foundry capacity

investment in the medium term. Around one-third

of our boards and modules by volume either

useno DRAM (Raspberry Pi Pico products),

orolder LPDDR2 DRAM, for which we maintain

aseparate, substantial inventory buffer;

theseproducts are not exposed to DRAM

marketvolatility.

“AI is becoming normal

technology. Our role

istomake it practical,

affordable and local.”

Our people

We continue to make disciplined investments in

our sales and business development capacity,

building a commercial organisation that can

identify and win OEM opportunities at scale.

Weare strengthening our engineering, finance,

legal and communications functions, while

leveraging automation to drive operational

efficiency, manage costs and support

sustainable long-term growth.

At the end of 2025, the permanent headcount

was 140 employees (end December 2024: 132

employees) with 51% (end December 2024: 48%)

in engineering roles.

After seven years with Raspberry Pi, Richard

Boult, our CFO, announced in October that he

would be stepping down from his role before the

end of 2026. Richard has been instrumental in

maturing the finance function at Raspberry Pi

and has made an invaluable contribution to the

growth and development of the Company during

a period of rapid change, and most significantly

through the IPO process. I am deeply grateful for

his friendship and leadership over the past

half-decade. The succession process is well-

advanced, with strong candidates identified,

andwe expect to confirm anappointment in

thesecond half, ensuring an orderly and

seamless transition.

Post the year end we were pleased that

TimMamtora joined as Chief Operating Officer.

Formerly CTO at Imagination Technologies,

hewill oversee engineering operations, IT,

cybersecurity, facilities, warehousing and general

administration.

Roadmap

Raspberry Pi continues to execute its development

roadmap as planned. Major platform releases

typically arrive every four to five years, and as

weenter the middle period of the fifth generation,

weare allocating more resource to the design

ofthe next platform.

When it arrives, Raspberry Pi 6 will embody

thesame philosophy that has guided every

generation before it: significant improvements

inperformance, efficiency and usability, and an

emphasis on continuity in the software stack.

This approach lowers execution risk and ensures

that every generation of Raspberry Pi hardware

can be supported by a single codebase and

single software team.

On the microcontroller front, we continue

toevolve the RP2 architecture, exploring

opportunities to scale performance, reduce cost

and integrate additional functionality. A key

lesson from our compute module business is

that even small reductions in the engineering

effort required to use our products drive radical

increases in the rate of adoption; our

semiconductor roadmap reflects this insight.

A decade and a half after shipping the first

Raspberry Pi computer, we have built a

cost‑effective, high‑performance general-purpose

computing platform for professional engineers

and innovators everywhere.

We continue to learn from our customers, and

tobuild the products, and the organisational

capabilities, that will underpin our future success.

Outlook

We left 2025 with strong momentum in our core

electronic products business – the second half

was stronger than the first, and within that the

fourth quarter stronger than the third – and have

seen this momentum continue into 2026. Despite

price increases associated with the increase in

DRAM costs, we continue to see robust demand

from our OEM and enthusiast customer bases.

While the DRAM environment limits second-half

visibility, we have the inventory position, supplier

relationships and pricing flexibility to navigate it

effectively. We remain confident in our ability to

execute and view the current market environment

primarily as an opportunity rather than a threat.

It remains an immense privilege to lead

Raspberry Pi and to work with such extraordinary

colleagues, partners and investors. Together

weare building the infrastructure for a more

connected, intelligent and sustainable world

andwe are only at the very beginning of the

Raspberry Pi journey.

Dr Eben Upton CBE FREng

Chief Executive Officer and Founder

30 March 2026

SECO partnership

momentum

In August 2024, Raspberry Pi

announced a partnership with Italian

embedded technology specialist

SECO to deliver an innovative

Human Machine Interface (“HMI”)

platform built on Raspberry Pi

technology. The collaboration

developed the Pi Vision 10.1 CM5

Professional Touch Display Platform

for commercial deployment.

Module 5, the platform features

aquad-core Cortex-A76 processor

and a 10.1-inch capacitive touch

display with 1280 × 800 resolution.

SECO’s Clea OS adds enterprise-

grade security, device management,

and scalability.

Target markets include smart

buildings, retail kiosks, vending

machines, smart appliances and

industrial control systems. Just

overayear later, Pi Vision entered

production, and with SECO’s global

distribution partnership with DigiKey,

volumes are expected to ramp up

significantly over the next 18 months.

CEO’s statement continued

11 Raspberry Pi Holdings plc Annual Report and Accounts 2025

Large-scale

OEM customers

Mid-sized

OEM clients

Smaller OEMs

andstart-ups

Enthusiasts

andeducation

Our largest and most strategic partners receive

comprehensive support for design, prototyping and

mass production, including access to technical and

application engineering resources. Typical annual

volumes for these customers exceed 50,000 units,

and collaborative demand forecasting ensures

consistent supply.

How we reach our customers:

• Served directly by dedicated Raspberry Pi

account teams, supplemented by major reseller

partners for specialised logistics requirements.

• Where required, custom design capabilities are

available, enabling deep, long-term partnerships

in which Raspberry Pi technology is embedded

into customer product roadmaps as the critical

computing element.

Priorities for 2026:

• Supporting existing OEM customers in

upgrading their products, expanding their

TAMsand growing their volumes.

• Meeting and educating senior decision

makersat large OEMs as they consider the

challenges of new product introductions and

scarcity ofengineering talent.

For these customers, we create strong three-way

partnerships between the customer, reseller

andRaspberry Pi, with a clear pathway for

high‑growth organisations to transition to direct

OEM engagement.

How we reach our customers:

• Mid-sized customers are supported by our

business development team, working alongside

our account management function.

• These clients access our industrial reseller

network, supplemented where needed by direct

Raspberry Pi account manager support.

Priorities for 2026:

• Grow our presence at events and shows to

support existing customer relationships and

develop new ones.

• Continue to invest in our website,

documentation and applications support

toensure embedding Raspberry Pi is as

frictionless as possible.

This segment builds a wide array of end

marketdevices with an emphasis on rapid time to

market. Many represent high-growth potential, with

the capability to scale into significant disruptors

withintheir industries.

How we reach our customers:

• Served through our network of local

industrialresellers and global distributors,

supported by our account managers and

withselective input from ourbusiness

development team.

• These customers also benefit from

extensiveonline documentation and

ouractivecommunity.

Priorities for 2026:

• Continue to invest in our products and

accessories to meet customer needs.

• Increase investment in our website and

documentation collateral.

• Grow our online marketing presence to foster

awarenessof the advantages of our products

toinnovators and fast-growing businesses.

The global maker, enthusiast and education

community is around 25% of our revenue and

isacritical and loyal segment seeding long-term

industrial adoption, developing future design

engineers and creating a passionate base of

product advocates.

How we reach our customers:

• We reach this audience through a dedicated

communications team of ten specialists,

supported by local resellers and distributors.

• Engagement is fuelled by a worldwide network

of more than 1,400 community leaders and over

200 local events each year.

• We maintain a visible presence at major maker

events including the US, Germany, Italy, China

and Japan, and we actively support regional

initiatives such as IoT workshops in developing

markets, including Nairobi and Lagos.

Priorities for 2026:

• Continue investing in our platform and

accessory roadmap to ensure we support

asmany engineering efforts as possible.

• Invest in our website and marketing presence

tofurther increase the awareness and

applicability of our products to innovators

andfast growing companies.

Active Board to Board project

discussions

trade shows attended

accessories launched in 2025

25%

of our revenue

Go-to-market

12 Raspberry Pi Holdings plc Annual Report and Accounts 2025

We have a long-standing and successful go-to-market model, built originally through licensee

partnerstoreach schools, colleges and enthusiasts around the world and today growing to engage

withandsupportsome of the world’s largest industrial OEMs.

Expanding global footprint

Investing in our

teams and global

presence

Today, we have a team of specialists

across 5 locations, supporting 113 resellers

and hundreds of direct industrial relationships.

Over the past year, we have significantly

expanded our participation in key global trade

shows. Collectively, these events attract more

than 500,000 highly engaged engineers,

providing an exceptional platform for direct

engagement, relationship building and

early‑stage opportunity development.

Our increased investment in our team

andtrade show presence is already

delivering commercial benefit, reflected

inarobust pipeline of high‑probability

design opportunities across awide range

ofend market applications and potential

initial volumes.

This growing pipeline not only supports

ourmedium-term revenue ambitions, but

also strengthens our forward visibility,

reinforcing confidence in our continued

expansion across industrial markets.

Future focus

Looking ahead, we will continue to refine

and strengthen our global reseller network,

prioritising partners that provide the

greatest reach, technical capability and

sector specialism in industrial markets.

Inparallel, we intend to expand our in-house

team in a disciplined and targeted manner,

supporting both new customer acquisition

and the long-term success of existing

industrial deployments. This balanced

approach ensures we scale effectively while

maintaining the high-quality support and

engagement our customers expect.

95%

revenues outside of the UK

locations

113

resellers (2024: 117)

Trade shows attended in 2025

Go-to-market continued

13 Raspberry Pi Holdings plc Annual Report and Accounts 2025

Joint event:

Maker Faire

Electronica India

IAS (CIIF)

Above: As part of our global promotional efforts, we

engage with engineers and OEMs at industry trade

shows around the world.

Exhibited:

Maker Faire

DEFCON

Automate

DroneX

Hardware Pioneers

GITEX

Embedded World

IoT Workshops

Maker Faire

Q&A with

Roger Thornton

Director of Applications

Engineering

What is your role at

RaspberryPi?

I joined Raspberry Pi ten years ago, and

today oversee support andengagements

with existing and new customers looking

at designing Raspberry Pi into their future

product roadmaps.

The applications engineering team

reportsto the CTO and provides technical

support services both internally and

externally. Externally, we support customers

throughout the product lifecycle, from

advising on product selection and prototype

debugging toassisting with manufacturing

and go-to-market activities, including

regulatory compliance testing.

How do you and the engineering

team balance R&D with customer

commercial interaction?

We help customers take what Raspberry

Pi is incredibly good at, designing robust,

low-cost, high-performance general-purpose

computers, and implement it into their

specific application.

What are the key challenges

when talking to large potential

industrial customers?

First, they must ensure strong hardware

and software security, which we support

through secure-boot processes and

signed operating system images. Second,

they need to comply with rapidly evolving

cybersecurity standards; we provide deep

expertise, guidance and templates to help

them meet these requirements.

Third, manufacturing location is

increasingly important, and our customers

value that all Raspberry Pi computers are

designed in Cambridge and manufactured

at the Sony Wales factory. Finally, customers

require long-term product support, and

our commitment to extended lifecycles

gives them confidence in the stability and

security of their deployments.

Industrial customer priorities and challenges

14 Raspberry Pi Holdings plc Annual Report and Accounts 2025

OEM engagement

and brand strength

To support the growth in the breadth and

depth of direct customer relationships, the

applications engineering team has been

engaging with key OEM decision makers.

OEM priorities – future-proofing the next generation of products

Continuity

between

prototyping

and

production

Access to

advanced

technology

Reduction in

fixed cost of

development

Regulatory

compliance

and market

access

Maintaining

and growing

market share

Confidence in

supply chain

Time to

market

Customer product roadmap

Smaller form factor Lower price point Connectivity Security

R&D “air-pocket”

Customer design challenge of recruiting and retaining electronics and software engineers

Why Raspberry Pi

Reliability, availability

andsupport

Stable, secure

softwarestack

Price/performance ratio Ease of use

andstreamlined

developmentflow

Extensive documentation Design and support programmes Designed and manufactured

intheUK

“Raspberry Pi’s strength in

industrial and embedded

markets is its brand:

instantly recognisable

and trusted from

university graduate to

Chief Technology Officer,

making it the default,

stable platform from

prototype all the way

intomass production.”

Roger Thornton

Director of Applications Engineering

How quickly can the team

turnaround a design for a

newpotential customer?

We can help with proof of concept in amatter

of days from a meeting with customers, as

there is such a rich set ofproducts already

based on Raspberry Pi orprojects we can

pullfrom to demonstrate a feature set.

How has it helped being a

publiccompany?

Becoming publicly listed has helped address

one of the key barriers we face when engaging

with larger companies: theperception of the

brand as a hobbyist product in the industrial

markets. Being public also brings greater

accountability togrow and meet customer

needs. Thespotlight is on us, which serves

asauseful motivator.

How large is the

embeddedopportunity?

Embedded computing already powers a

huge number of objects, and it is only going

to increase. We’re working with companies

that already embed computing and are

looking to move from incumbent suppliers

or their own in-house designs to more cost-

effective, high-performance alternatives.

We’re also helping new companies address

opportunities that haven’t existed before,

thanks to the performance and ease of

useof our products.

What is the Board to

Boardinitiative?

Given the enormous success of the

Raspberry Pi computing brand, we know

that engineers around the world use our

computers across nearly every technology

sector. Our Board to Board initiative,

spearheaded by Ian Newton, Head of

Business Development and Strategy, plays

a key role in connecting with the executive

and board levels of companies.

Through these engagements, we are able

todemonstrate that where Raspberry Pi

istypically used in the prototype stage,

itcanalso be successfully deployed at

production scale. The level of interest and

the scale of these conversations continue to

be very encouraging although we recognise

these companies want to get it right and

that takes time.

What are the new emerging end

markets which excite you over

thenext three years?

Given our strong story across security for

end applications, I’m pleased to see this

open up markets that need this, like retail

and infrastructure. It’s also exciting to see

the product range from Raspberry Pi likely

grow into new form factors to address end

markets we’ve already seen success in.

Theform factors range from industrial

compute all the way to airborne platforms

that need compute.

How do semiconductors fit into

discussions with OEMs?

Customers are coming to us with their

value proposition that needs some level

ofcomputing to produce what they need

asa business. With the exciting growth

ofour semiconductor business, we’re

nowable to address a wide spread

ofcomputing needs, from simple

(microcontroller) all the way to Edge AI

imaging (CM5 + AI HAT + cameras).

It’salso a complementary business; often

acustomer needs both microcontroller

andmicroprocessor computing and we

cansupply them Raspberry Pi options

forall.

Have tariffs had much impact

onthe business?

Being UK based for design and

manufacture, we’re less affected by tariffs

than traditional manufacturing locations.

This is becoming an increasingly powerful

tool; competitors which are traditionally

more expensive than us, without tariffs, are

having an exponential increase when you

compare landed cost to Raspberry Pi

options. The US grew very strongly in 2025.

What role does sustainability

playwhen talking to customers?

Industrial manufacturers, when making

design decisions, focus on sustainability

and energy efficiency to reduce long-term

operating costs and environmental impact.

Key issues include low power consumption

and the ability to run on renewable or

limited power systems. They also value

product longevity and long-term support,

tominimise waste alongside responsible

supply chains. These principles have guided

our roadmap for over a decade and

continue to drive improvement.

How do you find your next wave

ofengineers?

Finding great engineers is challenging but

we are having growing success with our

intern-to-hire approach, which is bringing

intalent from varied backgrounds early.

These hires offer fresh perspectives and

often unique problem-solving styles.

Industrial customer priorities and challenges continued

15 Raspberry Pi Holdings plc Annual Report and Accounts 2025

Raspberry Pi use case: Industrial automation

16 Raspberry Pi Holdings plc Annual Report and Accounts 2025

Making production

smarter

Raspberry Pi products are increasingly deployed

across a wide range of industrial automation

systems, supporting real-time monitoring, data

acquisition, and process control. Their flexibility

andlow power consumption enables seamless

integration with sensors, control systems and

analytics platforms, improving operational

efficiency, predictive maintenance, safety

compliance and remote oversight of critical

processes. Use cases today range from smart

lighting, digital displays, CCTV, alarms and weather

stations through to flow-control monitoring,

actuators and increasingly robotics.

Unrivalled brand

recognition

Over 12 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

accounting for over 75% of unit sales.

We support over 1,000 OEMs with

engineering assistance, documentation

and partnership programmes that

facilitateproduct development

andregulatory compliance.

Seasoned,

founder-led team

An exceptional management

teamwithsignificant sector and

publicmarkets 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.

Product enabler

Our end-to-end model delivers

high‑performance, low-cost products

with exceptional functionality. Our

unique form factor, price/performance,

long-term availability guarantees and

design support programmes combine

to createacompelling customer

valueproposition. As major OEMs

grapple with their own R&D “air-pocket”

they are engaging with us to

collaborate on designs for future

market disruptive products.

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80 countries.

Integrated

software platform

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

17 Raspberry Pi Holdings plc Annual Report and Accounts 2025

Key competitive strengths

Value chain and R&D capability

Our R&D capabilities span the full value

chain from semiconductor IP development

through to finished electronic products and

software engineering. This vertically integrated

approach is distinctive within our industry and

allows us to control critical technologies,

optimise performance and deliver highly

cost-effective solutions. While we control

many aspects of design and IP, including

the testing of many of our products, our

long-standing relationship with our outsourced

manufacturing partners reduces our capital

requirements, improves scalability and lets

electronics designers focus on innovation.

We maintain strategic relationships with

world-class partners, including Broadcom

and Arm, leveraging their complementary

strengths in semiconductor development,

advanced chipdesign, radio-frequency

systems and power engineering. Our in-

house semiconductor IP underpins three

key products: RP2040, RP2350 and RP1.

These devices power our own platforms,

such as the Raspberry Pi Pico family and

Raspberry Pi 5, aswellas third-party

products, reflecting our position as both

aplatform and semiconductor provider.

UK manufacturing

Sony is a vital scalable partner for

Raspberry Pi, converting Cambridge-

designed products into global volumes

through a 14-year partnership. Manufacturing

takes place at Sony’s Pencoed UK Centre,

where production of SBCs, compute modules,

and accessories occupies half the floor

space, alongside Raspberry Pi owned test

facilities in France. Onshore manufacturing

and testing enables rapid iteration and cost

optimisation, while joint investment in

automation delivers low factory-gate prices

despite a high-labour costeconomy.

Business model continued

18 Raspberry Pi Holdings plc Annual Report and Accounts 2025

Semiconductor IP

development

Chip

design

Chip

manufacturing

Board

design

Industrial

design

Board

manufacturing

Testing and

compliance

Software

development

Customer

engagement

Integrated platform strategy

Commercial model

In the year, revenue from SBCs, compute

modules, accessories and related components

represented approximately 99% of total revenue.

Our flexible hybrid distribution model combines:

• sales through a global network of more

than113 Approved Resellers and direct

relationships with hundreds of OEMs; and

• licensing of product designs to our partner

Premier Farnell, which manufactures

independently and pays per-unit royalties.

This approach allows efficient management

ofgross margins and working capital.

Onaverage, gross profit per unit from a

salethrough a reseller is approximately

doublethe per-unit royalty received on a

licensee-manufactured unit, while direct

salesenable us to retain the full

distributionmargin.

Revenue model

Based on a $50 SBC ASP

Royalty

Higher ASP but lower GP than direct equivalent

Approved Resellers

Majority of sales, lower margin than direct to OEM

Direct

c.20% of sales, mostly sold at RRP

1 Approximate gross profit.

Operating model and cost structure

With the exception of silicon and electronics

manufacturing, which is fully outsourced, and

the design of SBCs and compute modules,

which is fully in house, we make strategic

decisions on insourcing versus collaboration

across the value chain. This flexibility enables

usto design components that work efficiently

together, diversify supply and mitigate

dependency on any single supplier.

Our cost base comprises three main elements:

• people: approximately 140 employees, c.51%

of whom are engineers, with a substantial

portion of engineering costs capitalised;

• manufacturing: conducted through our

long‑standing partner Sony in Wales; and

• components: including key silicon and

memory used in our boards.

We maintain strong control over our bill

ofmaterials through strategic inventory

management, rapid supplier qualification and

the ability to implement engineering changes

quickly. These capabilities have enabled us to

manage supply chain volatility effectively in

recent years and provide resilience in future

market cycles. We retain flexibility to adjust

pricing when appropriate, while remaining

committed to protecting and enhancing the

Raspberry Pi brand. This disciplined approach

was reflected in the selective price increases

introduced in the second half of 2025, ensuring

continued investment in product innovation and

supply resilience while maintaining our value-led

market position.

Return on investment

The Company continually seeks to optimise products and processes across

the entire supply chain, from IP design through to maximising output of

finished computer boards and semiconductors. Over the past two years,

investment in our owned testing equipment in France has delivered a c.3%

improvement in chip production yield.

With annual fabrication volumes of approximately 15 million chips, across

RP1 processors used in our boards and RP2040 and RP2350 microcontroller

products, this £1 million (c.$1.3 million) investment has significantly

reduced failed units and is now generating annual cost savings in excess

of£2 million (c.$2.6 million).

Business model continued

19 Raspberry Pi Holdings plc Annual Report and Accounts 2025

$10

$15

Case study: Sixfab

20 Raspberry Pi Holdings plc Annual Report and Accounts 2025

From prototype to production with

reliableconnectivity, documentation

andproduction-ready hardware design

Founded in 2016, Sixfab began with a simple mission

to make wireless connectivity easy for engineers

andproduct teams. The company started with cellular

and IoT add-ons designed to accelerate prototyping

and quickly evolved as customers transitioned from

proof-of-concept projects to full-scale, real-world

deployments. Today, Sixfab delivers production-ready

edge systems built around Raspberry Pi Compute

Modules, helping teams move from prototype to

production faster through reliable connectivity,

comprehensive documentation and production-grade

hardware design.

Sixfab primarily operates through a direct-to-customer

go-to-market strategy, serving start-ups and SMBs as

well as enterprise OEMs. More recently, the company has

expanded into Edge AI, enabling practical on-device

inference for vision analytics via AI HATs and integrated

edge computers. These solutions support industrial

use cases such as remote monitoring and Edge AI

analytics, bringing intelligence closer to where data

isgenerated.

With headquarters in Texas, operations in Berlin and

in-house manufacturing in Turkey, Sixfab provides

afull-stack edge infrastructure platform, combining

hardware, LTE/5G connectivity, Edge AI acceleration

and device fleet management. For their customers this

single-partner approach reduces risk and time to market.

To date, Sixfab has supported over 14,000 customers

and deployed more than 110,000 devices worldwide,

recently winning the Best of Innovation award

atCES2026.

Production-grade

edgesystems

Responding to our stakeholder needs

The Board recognises that the long-term success of the Group depends on the strength of its relationships with

stakeholders. The Board listens closely to stakeholders and uses their feedback to guide decisions. A primary

responsibility of the Directors is to balance competing interests, assessing how specific outcomes might influence

the Group’s future performance and stability. The Board continuously adapts its approach to meet changing

expectations and the long-term needs of the business.

The Board considers the Group’s key

stakeholders to be:

Employees

User community

Approved Resellers and licensee

OEM customers

Suppliers and contract manufacturers

Investors

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 2025 in response

toour engagement.

“As we scale, our focus

remains on creating

sustainable value

thatextends beyond

thebalance sheet.

Bylistening closely to

ourstakeholders and

weighing their diverse

perspectives, we ensure

that every strategic

decision not only drives

growth but also reinforces

the trust and integrity

thatdefine our Group.”

Dr Eben Upton CBE FREng

Chief Executive Officer and Founder

Section 172

21 Raspberry Pi Holdings plc Annual Report and Accounts 2025

Section 172(1) statement

Pursuant to section 172(1) of the Companies Act, the Directors act in good faith

topromote the long-term success of the Group for the collective benefit of its

members. In fulfilling this duty, the Board maintains a holistic regard for:

• Long-term strategy: The likely,

long‑term consequences of any

Board-level decision.

• Our people: The wellbeing and

interests of the Group’s workforce.

• External partnerships: The need

tonurture productive relationships

with suppliers, customers and

otherpartners.

• Societal and environmental footprint:

The influence of the Group’s

operations on the local community

and the broader environment.

• Ethical standards: The importance

ofupholding a reputation for

excellence in business conduct.

• Equitable treatment: The requirement

to act fairly between all members.

The following report details how the Directors of Raspberry Pi have integrated

thesefactors into their governance, serving as our formal statement under the

Companies Act 2006.

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 bi-weekly 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 2025

Employees benefited in 2025 from a range of initiatives that

supportwellbeing, engagement and Company culture. These include

bi-monthly Company lunches that promote collaboration, as well as

twice-yearly team-building activities. Employees also have access to

an onsite gym, weekly yoga classes, and free EV charging to support

sustainability goals. The generous holiday policy offers valuable

flexibility, particularly for family and caring responsibilities.

Engagement and recognition are further supported through

bi‑annual CEO updates, aweekly Company newsletter, and regular

social events celebrating achievements and key milestones. At the

end of December 2025 84% of employees had share ownership.

+6%

new staff in 2025

140

total number of

employees (2024: 132)

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 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 editorial

independence – never paying for coverage. We also support

community-organised events that extend our reach.

Outcomes in 2025

Customer engagement at Raspberry Pi was supported

throughproduct launches, regular website blogs, active forums,

social media channels, a monthly print and digital magazine, and

attendance at maker events. By year end, the newsletter subscriber

base reached 218,000, while total followers across owned social

channels rose 4% to 1.87 million. Books from Raspberry Pi

Press,covering Raspberry Pi hardware and related topics, sold

22thousand print and digital copies. The independently maintained

r/raspberry_pi subreddit remained at 3.2 million members.

Engagement with business customers was further enhanced

through increased attendance at trade shows and the expansion

oftechnical documentation and white papers.

1.9

million online followers

(2024: 1.8 million)

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80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 2025

The number of Approved Resellers decreased in 2025 as we

focused on optimising the network, managing risk and prioritising

high-quality, long-term industrial opportunities. Selected partners

were supported with clear product roadmaps, reliable long-term

supply commitments, marketing materials, and advance notice of

product launches and pricing changes in the second half of the year.

Engagement was further strengthened through increased joint

participation in trade shows and industry events, as well as an

annual partner event held in Windsor, UK.

113

total Approved Reseller

partners worldwide (2024: 117)

Stakeholder engagement

22 Raspberry Pi Holdings plc Annual Report and Accounts 2025

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 which lack expertise in electronic engineering benefit from

the availability of application engineering services, and from design

support programmes, 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 2025

There were 19 OEMs generating over $250,000 in direct revenue in

2025 (2024: 18).These customers account for +90% of sales revenue.

Based on our promising pipeline of embedded opportunities, we

anticipate growth in both the number of significant direct OEM

relationships and average order value. Central to this confidence

isthe challenge for major OEMs in delivering on their roadmaps,

based on launching products with lower footprint, lower cost and

greater connectivity, while balancing their own limited in-house

engineering resource.

1,000+

OEM customers

direct-to-OEM customers

witha minimum of

$250,000 SBC and compute

module spend each year

(2024: 18)

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 2025

During the year we continued to work closely with our supply chain

partners to ensure continuity of supply and build further resilience

throughout our supplier base. We have worked on enhancing our

data intelligence across both our suppliers and manufacturing

partners and post the year end appointed a COO who will focus

onenhanced business information driving efficiencies.

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.

key suppliers

(2024: 31)

contract manufacturers

in 2025 and 2024

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. Our IR advisers (Alma) 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 2025

Throughout the year, we focused on clear, consistent investor

communication through our Annual Report, investor presentations,

one-to-one meetings and group sessions. We enhanced our investor

website with new content explaining our market position, growth

strategy and investment case. Presentations were updated to reflect

our evolving go-to-market approach, supported by case studies that

bring our work to life. Alongside engaging existing shareholders, we

expanded outreach to new investors both virtually and in person. We

also presented at several conferences, broadening awareness and

strengthening relationships across the investor community.

7%*

total shareholder return

since IPO

16%

UK retail investor

shareownership

* As at 31 December 2025.

Stakeholder engagement continued

23 Raspberry Pi Holdings plc Annual Report and Accounts 2025

Case study: ProGlove

24 Raspberry Pi Holdings plc Annual Report and Accounts 2025

Meeting the complex connectivity

demands of industrial infrastructure

Built on Raspberry Pi Zero 2 W, ProGlove developed

Gateway Plus to deliver a cost-effective, reliable

connectivity solution for warehouse and industrial

environments. ProGlove creates wearable barcode

scanners and workforce intelligence software that

connect frontline workers, machines, and processes

toimprove productivity and accuracy across logistics

andmanufacturing.

The company needed a gateway capable of integrating

with diverse, often legacy customer infrastructure

while meeting strict requirements forsecurity, reliability

and cost. Gateway Plus markeda major step forward

from the first generation, offering faster performance,

long-term availability and a clear roadmap for

futurefeatures.

Using Raspberry Pi OS ensured backward

compatibility, minimising disruption to development

workflows while providing affordability, stability

andlong-term support. Theflexible platform

alsoenabled significant enhancements across

ProGlove’secosystem, including AI, analytics

andhands-free interaction.

Raspberry Pi Zero 2 W has helped expand the reach

andeconomics of ProGlove’s platform by increasing

connectivity options and reducing the number of

gateways required per deployment. Gateway Plus

hasreceived strong customer feedback and is now

deployed across hundreds of sites worldwide, including

major e-commerce and automotive organisations.

Reliable connectivity

solution for warehouse and

industrial environments

Richard Boult

Chief Financial Officer

“As channel inventories

cleared and demand

returned, unit sales

strengthened through

the year, lifting gross

profit by 23% and driving

a 25% increase in

adjusted EBITDA.”

Financial review

2025 was a year of good progress as

theexcess inventory purchased by sales

channel partners in 2024 cleared and

demand returned to expected levels.

Unitsales continued to improve through

2025, accelerating in the second half, with

H2 2025 board unit volumes increasing

11%. The growth has been in higher-margin

boards leading to an 18% increase in profit

per board and a 23% increase in the

grossprofit.

Costs grew at a similar rate to gross profit

resulting in a 25% increase in adjusted

EBITDA and a 35% increase in adjusted

operating profit.

Through the period we continued to

investin product development, with capital

expenditure of $18.2 million consistent with

our plans and guidance. This investment

will ensure a continued programme of new

products and semiconductors. At the same

time we have maintained close control of

our finished good inventory while deploying

capital to ensure that our stocks of memory

and processor components were sustained

to ensure resilience in the face of

anticipated supply chain disruption.

As part of that resilience we have

continuedto focus on our cash resources.

We reinforced our position in early 2025

byincreasing our RCF to $80 million and

extending its term to 2029.At the end

of2025 we had $28.1 million of cash

andnodebt.

$ million 2025 2024 % change

Revenue 323.2 259.5 25%

Gross profit 77.8 63.2 23%

Gross margin (%) 24.1% 24.4% -0.3ppt

Other income 0.3 — 100%

Adjusted R&D costs (11.2) (8.7) (29%)

Adjusted administration costs (20.5) (17.3) (18%)

Adjusted EBITDA 46.4 37.2 25%

Depreciation and amortisation (10.5) (10.7) 2%

Adjusted operating profit 35.9 26.5 35%

Employee share schemes (7.9) (6.0) (32%)

Non-recurring costs — (2.9) (100%)

Statutory operating profit 28.0 17.6 59%

Sequential performance

2024 2025

H1 H2 H1 H2

Direct units (m) 2.4 2.5 2.7 3.1

Royalty unit (m) 1.3 0.8 0.9 0.9

Total units (m) 3.7 3.3 3.6 4.0

Microcontroller units (m) 2.2 3.5 4.5 3.9

ASP ($) 46.9 39.2 46.4 47.0

Gross profit per board ($) 8.3 6.4 8.0 9.5

Accessory profit perboard ($) 1.1 1.3 1.1 1.7

Gross profit ($m) 34.2 29.0 33.2 44.6

Adjusted EBITDA ($m) 20.9 16.3 19.4 27.0

Financial review

25 Raspberry Pi Holdings plc Annual Report and Accounts 2025

Basis of preparation of the financial statements

These consolidated financial statements are the second Annual Report for Raspberry Pi

Holdings plc, the Group formed in May 2024. Thecomparator period for these statements

(“2024”) has been prepared as if the Group had been in place for the entirety of the 2024

financial year. For further information see Note2 of the consolidated financial statements.

Unit sales of SBCs and compute modules andmicrocontrollers

Total board sales volumes increased by 9% compared to 2024 with growth in sales through

the direct channel more than offsetting the decline in royalty sales.

Million units 2025 2024 % change

Unit sales in direct channel 5.8 4.9 18%

Unit sales through licensees 1.8 2.1 (14%)

Total unit sales 7.6 7.0 9%

Direct sales share of total 76% 70% +6ppt

Licensee share of total 24% 30% -6ppt

Microcontroller units 8.4 5.7 47%

Unit sales for the year improved across almost all product variants with particularly strong

underlying growth in Raspberry Pi 3 and Raspberry Pi 4. There was underlying growth in

Raspberry Pi 5 and growth enhanced overall by a full year of sales in 2025 of the 2GB and 16GB

variants, launched during 2024, and the launch at the end of 2025 of Raspberry Pi 5 1GB.

Unit sales of compute modules were flat compared to 2024 which had a particularly strong

Q1 as the last back orders of the 2023 supply chain shortage were fulfilled. Sales of Pico

and Pi Zero were flat in total.

Royalty sales of Raspberry Pi 5 by our licensee, Premier Farnell, were lower year on year after

astrong Q1 2024 when unit sales benefited from the recent launch of the Raspberry Pi 5.

Sales of Raspberry Pi 4 increased substantially, in line with the increases in the direct

saleschannel.

Direct unit sales continued to grow sequentially each half from the start of 2024 as the

excess inventory accumulated in channel in H1 2024 was utilised. Direct sales in H2 2025

were 15% up on H1 2025, with circa 33% growth in compute module and Raspberry Pi 4

sales, 32% growth of Raspberry Pi Zero 2 and flat sales of Raspberry Pi Pico, Raspberry Pi 5

and Raspberry Pi 3.

For the year, direct unit sales were 76% of total board unit sales in line withour expectations

of a share of 70–80%.

Microcontroller unit sales, which include standalone product sales and those incorporated in

other Raspberry Pi products such as Raspberry Pi Pico boards, increased by 47% to 8.4 million

units (2024: 5.7 million units) aided by the new products RP2350 and Raspberry Pi Pico 2 and

the continuing adoption of RP2040 including individual orders for over 100,000 units.

Revenue

Revenue increased by $63.7 million, or 25%, from $259.5 million for 2024 to $323.2 million

for 2025. The split by revenue category was as follows:

$ million 2025 2024 % change

Products 247.0 181.2 36%

Components 60.2 61.2 (2%)

Royalties 15.0 15.9 (6%)

Publishing 1.0 1.2 (17%)

323.2 259.5 25%

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 increase in direct product sales largely relates to the 39% increase in sales of SBCs

andcompute modules combined with a 26% growth in the sale of accessories. Direct sales

revenue grew substantially ahead of unit growth with ASP increasing 8%, furthermore unit

growth was significant in the higher value Raspberry Pi 4 and Raspberry Pi 5 boards.

Component sales represent the sale of principally memory and processor chips, used

inthemanufacture of Raspberry Pi products for our licensee which are then sold to

endcustomers.

Average selling price (“ASP”) per board

ASP increased by $3.4 from $43.3 in 2024 to $46.7 in 2025 due to an increase in the mix

ofhigher-priced Raspberry Pi 5 boards, especially those with 8GB of memory (launched

inQ4 2023), and more compute module 5s.

Financial review continued

26 Raspberry Pi Holdings plc Annual Report and Accounts 2025

Gross profit per board

$ per board 2025 2024 % change

SBCs and compute modules 8.7 7.4 18%

Board share of gross profit 85% 82% +3ppt

Accessory margin per board 1.4 1.2 17%

SBC and compute module gross profit per board increased by 18% from $7.4 to $8.7 due to

theplanned $5 per unit reduction in the cost of the processor chip in the Raspberry Pi 5 for

the initial 2million processor chips and a shift in the mix of boards to higher-margin variants

such as Raspberry Pi 4 and Raspberry Pi 5. In H2 2025 we have seen substantial and continuing

increases in the cost of LPDDR4 memory used in our fourth and fifth-generation boards which

represent approximately 65% of our unit sales in 2025. In making these boards we have utilised

24 million gigabytes of DRAM with an average of 4.9 GB per board, representing 21% of the

cost of direct boards.

The gross profit of accessories increased by 28% to $10.9 million. Of the gross profit from

accessories, cameras accounted for 19%, displays 15%, power supplies 20%, SSD and SD

memory 10% and AI HATs 10%, with cables, cases and compute module accessories being

the majority of the remainder. Growth was notable in cameras, memory, AI HATs and

displays, while flat in cases, cables, mice and kits. Overall, the accessory profit per board

improved to $1.4 per board, ahead of our target of $1 per board.

Gross profit

$ million 2025 2024 % change

SBCs and compute modules 66.3 51.7 28%

Accessories 10.9 8.5 28%

Microcontrollers, publishing and others 0.6 3.0 (80%)

Reported gross profit 77.8 63.2 23%

Gross profit increased by $14.6 million, or 23%, from $63.2 million in 2024 to $77.8 million

inthecurrent period due to higher unit sales and profit per board together with a strong

performance from sale of accessories. The microcontroller results in 2024 benefited from

arelease of $3.0 million of provisions made for an excess quantity of inventory in 2023.

Gross margin reduced to 24.1% (2024: 24.4%) as a result of the lower proportion

ofhigher‑margin licensee revenues.

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 2025

Year ended

31 December 2024

Research and development expenses 22.5 17.9

Amortisation (net of capitalised amortisation) (6.8) (6.3)

Employee share schemes (4.5) (2.9)

Adjusted research and development expenses 11.2 8.7

Adjusted research and development expenses increased 29% to $11.2 million for the year

ended 31December 2025 from $8.7 million in the prior year. This reflects higher investment

anumber of areas that do not meet our capitalisation requirements, including ongoing

development of the software that runs on our boards and refinement of already launched

products. The engineering cost of these items is therefore expensed. Total research and

development expenses rose by 26% to $22.5 million (2024: $17.9 million). This includes

share‑based payments costs for engineering staff which are excluded from the adjusted

measure as they are non-cash items and the charges are not comparable across periods due

to fluctuations arising the listing process. Amortisation of launched product development

costs, net of capitalised amounts, also increased to $6.8 million (2024:$6.3million), reflecting

agrowing portfolio of product developments that are now in production.

Adjusted administrative costs

$ million

Year ended

31 December 2025

Year ended

31 December 2024

Administrative expenses 27.6 27.7

Depreciation (net of capitalised depreciation) (3.7) (4.4)

Employee share schemes (3.4) (3.1)

Non-recurring costs — (2.9)

Adjusted administrative expenses 20.5 17.3

Adjusted administrative expenses increased to $20.5 million for the year ended

31December 2025 from $17.3 million in the prior year principally due to higher staff costs.

The strong results for the year led to higher performance-related payments compared to

2024 and account for much of the adjusted expense increase. Of the remainder, there was

an increase in staffcosts primarily due to the scaling of the Senior Management Team and

a full year of higher listed company-related costs. Total administrative expenses dropped by

0.4% to $27.6 million (2024:$27.7 million), due to the absence of non-recurring costs.

Financial review continued

27 Raspberry Pi Holdings plc Annual Report and Accounts 2025

Depreciation and amortisation

$ million

Year ended

31 December 2025

Year ended

31 December 2024

Depreciation of PPE and leased assets (net of capitalised

depreciation) 3.7 4.4

Amortisation (net of capitalised amortisation) 6.8 6.3

Depreciation and amortisation 10.5 10.7

Depreciation of PPE and leased assets decreased by 16% to $3.7 million in 2025 from

$4.4million in 2024. Amortisation of intangibles charged to the income statement increased

by8% to $6.8 million in 2025 from $6.3 million in 2024, with a full year’s amortisation of

RP2350, launched in August 2024, offset by a reduced charge for semiconductor products

after a review concluded that their useful lives should be increasedto eight years.

Total depreciation and amortisation decreased by 2% to $10.5 million in 2025 from

$10.7million in 2024.

Finance costs and finance income

Finance costs and income have stayed level year on year. Bank interest costs are unchanged

year on year despite an increase in the facility from $40 million to $80 million due to a

significant reduction in the margin charged. Included in finance costs is a charge of$1.3 million

(2024: $1.2 million) being the unwinding of the imputed discount representing the time value

ofmoney on extended payables.

Share-based payments

A share-based payment charge of $8.7 million (2024: $4.7 million) was recorded in the year

together with a credit of $0.8 million (2024: $1.3 million charge) in respect of changes in the

provision for employment taxes payable on these schemes when they crystallise.

The Group has three main schemes in operation:

• a market value option scheme awarded in June 2024 which is in respect of options over

11 million shares and runs until June 2027, with the fair value of those options being

spread over the three-year life. This scheme was intended to retain and motivate staff

inthe transition from private to public ownership. The charge in 2025 was $5.2 million;

• a four-year RSU programme for staff, the first grant of which was made in 2025 with

shares released evenly each quarter. The fair value (the market value of a share at date

ofaward) of each quarter’s tranche is charged evenly over the period to its date of

release. The income statement charge is therefore at its greatest in the first year and

reduces in subsequent years. It is intended that the similar awards will be made for each

financial year. The charge in 2025 was $2.8 million; and

• a three-year performance share scheme for the Senior Management Team based on

apercentage of salary. The amount of award granted depends on achievement against

EPS and TSR targets. The charge in 2025 was $0.6 million.

A provision for employment taxes for each of these schemes is required based on the

intrinsic value of the awards granted. The intrinsic value moves with the share price of the

Group. As the share price at the end of 2025 was lower than the price at the end of the last

reporting date or at the time of grant the provision has reduced, leading to a credit of

$0.8million in the income statement.

Non-recurring costs

Costs of $2.9 million were charged to the income statement in 2024 in respect of fees and

charges arising from the listing process which were incurred to prepare the business for

operation after listing. There were no comparable costs in 2025 or other items identified

asnon-recurring.

Taxation

The total effective tax rate for 2025 was 18.1%, lower than the 25.0% rate due to the

treatment, after receiving the appropriate patent, of RP2040 and Raspberry Pi 5 profits

underthe UK patent Box regime and the release of tax provisions made in respect

oftaxation in2024 after the receipt of further confirmatory external advice.

Financial review continued

28 Raspberry Pi Holdings plc Annual Report and Accounts 2025

Adjusted EBITDA and adjusted operating profit

$ million

Year ended

31 December 2025

Year ended

31 December 2024

Operating profit 28.0 17.6

Amortisation and depreciation 10.5 10.7

EBITDA 38.5 28.3

Employee share schemes 7.9 6.0

Non-recurring costs — 2.9

Adjusted EBITDA 46.4 37.2

Amortisation and depreciation (10.5) (10.7)

Adjusted operating profit 35.9 26.5

Adjusted EBITDA for the year ended 31 December 2024 was $46.4 million, up 25%

on$37.2million in the prior year, primarily due to a 23% increase in gross profit offset

onlyin part by a 23% increase in costs. Adjusted operating profit increased to $35.9million

(2024:$26.5million), reflecting the growth in adjusted EBITDA and the flat depreciation

andamortisation charges.

Operating profit and profit after taxation for the period

Reported operating profit for the period was $28.0 million (2024: $17.6 million). The results

for2024 included $2.9 million of one-off charges in respect of the IPO and charges for

share‑based payments that included the charges for the pre-IPO share-based payment

scheme that ended in June 2024 and six months of costs in respect of post-IPO share schemes.

Profit after taxation was $21.7 million (2024: $11.7 million), an increase of $10.0 million

primarily reflecting the improvement in reported operating profit identified above.

Earnings per share

Basic earnings per share for the year ended 31December 2025 was 11.22 cents, up

from6.48 cents in the prior year, reflecting a higher profit after tax of $21.7 million

(2024:$11.7million). Diluted earnings per share was 11.00 cents (2024: 6.20 cents),

withtheimpact of unvested employee share options increasing the weighted average

number ofshares to 197.3 million.

Adjusted basic earnings per share, which excludes the impact of non-recurring costs and

share‑based payments net of tax, was 14.48 cents (2024: 10.69 cents) an increase of 35%

in line with the increase in adjusted operating profit.

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 2025 2024

Adjusted EBITDA 46.4 37.2

Decrease/(increase) in inventories 11.2 (51.1)

(Increase)/decrease in trade and other receivables (21.9) 3.5

(Decrease)/increase in trade and other payables (34.9) 13.0

(Decrease)/increase in provisions (0.2) 0.3

Non-recurring costs — (2.9)

Interest received 0.6 1.1

Tax credit received 9.4 —

Tax paid (4.1) (4.2)

Other non-cash movements (0.3) (0.1)

Net cash flows generated from/(used in) operating

activities 6.2 (3.2)

Inventory

Inventory of finished goods decreased to $31.2 million (2024: $63.8 million) due to

increasing demand for products and the adjustment of production to reflect the revised

levels of demand. The inventory of boards is now at about one month of sales and is at

probably at the lowest possible level. Component inventory has increased by $21.2 million

with stock of memory held for future production being the principal cause of the increase.

Stocks of processor chips have remained at similar levels to 2024. Taken with confirmed

orders for delivery, the Group has sufficient supply of DRAM for the first half of 2026 across

most memory variants and has sufficient memory to meet expected demand for almost the

whole of 2026 in respect of Raspberry Pi 3, Raspberry Pi Zero and the 1GB and 2GB variants

of Raspberry Pi 4, Raspberry Pi 5 and compute modules.

Financial review continued

29 Raspberry Pi Holdings plc Annual Report and Accounts 2025

Other working capital movements

Payables decreased compared to December 2024 as the payables with extended payment

terms for memory and processor chip purchases were repaid. The extended payable

balance at December 2024 was $52.2 million. The increase in receivables reflected the

higher level of product sales in December compared to a year earlier together with a high

level of component sales in the last month of 2025.

Tax credit received comprises Research and Development Expenditure Credits received

in2025 in respect of the 2023 and 2024 financial years.

Investing activities – capital expenditure

$ million 2025 2024

Plant and equipment 1.5 1.2

Office and computer equipment 0.2 0.5

Leasehold improvements 0.1 0.5

Tangible fixed assets 1.8 2.2

Internally generated intangibles and intangibles in the

course of development 20.6 26.6

Net other intangibles acquired 3.0 0.3

Intangible assets 23.6 26.9

Leases (0.1) —

Total capital additions 25.3 29.1

Non-cash additions (7.1) (6.0)

Total cash capital expenditure 18.2 23.1

Capital additions for the year to 31 December 2025 were $25.3 million (2024:$29.1 million),

including expenditure on intangible assets of $23.6 million (2024: $26.9 million). This included

work on 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 $6.8 million (2024: $8.1 million). Where development licences

arepurchased for use in new products, these are initially capitalised in intangibles and then

amortised. The amortisation amounting to $6.8 million (2024: $6.0 million) and depreciation

of$0.3 million (2024: $nil) as they relate tothedevelopment of a new product are then

capitalised in a product development asset forthat project. Of its nature, this amortisation

anddepreciation is non-cash and is shown as non-cash additions.

Cash and facilities

Cash at 31December 2025 was $28.1 million (31December 2024: $45.8 million). On 5 March 2025,

a new Revolving Credit Facility with four banks on terms more suitable to a listed group and

at substantially reduced pricing was entered into replacing the existing facility. Available

funds were increased to$80 million (2024: $40 million) and with a term until 4 March 2029

(2024:24 April 2027). The facility remains undrawn.

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 set out in Note 32, the Group has revised its long-term supply agreement with Broadcom

to increase the overall value of processor chips purchased and extend the period of the

commitment to five years from the three years previously remaining.

Richard Boult

Chief Financial Officer

30March 2026

Financial review continued

30 Raspberry Pi Holdings plc Annual Report and Accounts 2025

Summary of key performance indicators

The following KPIs are reviewed regularly by the

Board and management to assess performance,

identify trends and support strategic decisions.

Financial KPIs

Unit sales of Raspberry Pi single board computers and microcontrollers

Million units 2025 2024 % change

Unit sales in direct channel 5.8 4.9 18%

Unit sales through licensees 1.8 2.1 (14%)

Total unit sales 7.6 7.0 9%

Direct sales share of total

76%

70% +6ppt

Licensee share of total

24%

30% -6ppt

Microcontroller units 8.4 5.7 47%

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. Further details are provided in the Financial Review section of this report.

ASP per board

$ per board 2025 2024 % change

Single board computers 46.7 43.3 8%

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.

Gross profit per board

$ per board 2025 2024 % change

SBCs and compute modules 8.7 7.4 18%

Board share of gross profit 85% 82% +3ppt

Accessory margin per board 1.4 1.2 17%

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.

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.

Non-financial KPIs

Increase in engineering and total headcount

Year-on-year % change 2025 2024

Engineering 11% 16%

Total headcount* 6% 6%

* 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 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.

Engineers as a % of total employees

% 2025 2024 % change

Engineers 50% 48% 3%

Engineering FTE as a percentage of total FTE.

Number of product releases

Units 2025 2024 % change

Product releases 13 22 (41%)

Product releases include SBCs, compute modules, accessories and microcontrollers.

Number of Approved Resellers

Number as at 31 December 2025 2024 % change

Approved Resellers 113 117 (3%)

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.

Key performance indicators (“KPIs”)

31 Raspberry Pi Holdings plc Annual Report and Accounts 2025

Christopher Mairs CBE

Chair of the Sustainability Committee

“By maintaining our

commitment to long-

term product availability

– supporting devices

forover a decade –

weactively combat

theindustry norm

ofobsolescence and

electronic waste.”

Building on the foundations we set in our

inaugural 2024 Annual Report, I am pleased

to present the Sustainability Committee’s

statement for 2025. Following our listing

onthe London Stock Exchange, the award

of the LSE Green Economy Mark remains

aproud testament to the efficiency of

ourtechnology.

This year, Raspberry Pi has accelerated its

commitment to sustainable operations. At a

high level, our strategy continues to balance

commercial growth with environmental

responsibility. A standout achievement in

our manufacturing process has been the

wider adoption of intrusive reflow soldering.

This innovation has not only improved

production throughput but significantly

reduced the energy intensity and carbon

footprint of our soldering operations.

We have also made strides in our

productstewardship. By maintaining

ourcommitment to long-term product

availability – supporting devices for over

adecade – we actively combat the industry

norm of obsolescence and electronic

waste. Meanwhile, our ongoing refinement

of packaging has seen a continued

reduction in plastic usage and shipping

volumes, lowering the carbon cost

oflogistics.

Our corporate footprint is equally

apriority.Our main offices now benefit

fromexpanded solar generation capacity

and the transition to heat pump technology,

moving us closer to our office net zero

ambitions. Additionally, our partnership with

UNDO tosupport enhanced rock weathering

demonstrates our willingness to invest

inhigh-quality carbon removal.

2026 will see us build on the work we’ve

done on understanding the carbon

emissions that are generated from our

computing products. This will strengthen

our partnerships with world-class

institutions and other thought leaders

inthespace to produce accurate and

accountable carbon emissions figures

forour products.

As we look ahead, the Committee remains

dedicated to ensuring that Raspberry Pi

notonly democratises technology, as part

of its societal agenda, but does so with

aminimal resource footprint, delivering

value to our shareholders, our community

and the planet.

Christopher Mairs CBE

Chair of the Sustainability Committee

30March 2026

Sustainability Committee Chair’s statement

32 Raspberry Pi Holdings plc Annual Report and Accounts 2025

Sustainability

33 Raspberry Pi Holdings plc Annual Report and Accounts 2025

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 is 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 35 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

We offer cost effective compute

subsystems to smaller

entrepreneurial OEMs, who

wouldotherwise struggle to access

them allowing them to build their

own products faster.

See page 23 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

34 Raspberry Pi Holdings plc Annual Report and Accounts 2025

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 to encourage

suppliers to reduce the carbon footprint

and other environmentally damaging

aspects of supplied goods.”

Introduction

Following our first year of TCFD reporting, we continue to monitor the six high-priority risks and two opportunities identified by our Chief Commercial Officer and key stakeholders.

Todeepenour understanding of these factors, we have this year supplemented our qualitative baseline with a completed Quantitative Scenario Analysis.

This analysis provides data-driven insight into the financial resilience of our strategy under different climate futures. With the integration of these quantitative metrics, we have addressed

previous reporting gaps to achieve full TCFD compliance. In accordance with UK Listing Rule (“UKLR”) 6.6.6R(8), we present our 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 34

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.

Quantitative scenario analysis was carried out on the “high” risks identified.

Suitable measures are in place to remove risk based on the analysis.

TCFD compliant

consideration different climate-related scenarios, including a 2°C

orlowerscenario.

Quantitative scenario analysis was carried out on the “high” risks identified.

Suitable measures are in place to remove risk based on the analysis.

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 2025

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.

The 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

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.

Metrics disclosed in TCFD Report.

Page 39

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 and 3 emissions disclosed and risks disclosed through TCFD.

Page 40

TCFD compliant

related risks and opportunities and performance against targets.

We have identified key metrics related to our risks and opportunities.

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 Engineering

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 2025

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. We are committed to maximising shareholder

valuewhile acknowledging the interconnectedness of their business with broader societal

and environmental concerns. This commitment is demonstrated through our 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 51.

Raspberry Pi tracks all risks to the business, including climate-related risks, in the Risk

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51 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 “loss of production

(loss of factory)” risk 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 “freight/distribution”

risk 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

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

e by 2030 and

£586/tonne CO

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 2025

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

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. 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 2025

Carbon emissions

Streamlined Energy and Carbon Reporting (“SECR”)

2025 2024

Scope 1 emissions (tCO

e) Direct emissions from energy

sources the Group is operational in

33.4 28.5

Scope 2 emissions (tCO

e) Indirect emissions from

purchasedenergy

72.5 56.0

Scope 3 emissions (tCO

e) All other emissions associated

withthe Group’s activities

62,378.0 55,770.0

Energy consumption for operational

sites

669,845

kWh

426,519

kWh

Intensity ratio

tCO

e per full time equivalent

employee 446.0 439.8

1 2025 and 2024 main operational site was 194 Science Park.

Figures based on energy consumption over all sites of 669,845 kWh (2024: 426,519 kWh);

this was a result of offering electric car charging to employees and increased base load

from new servers installed for Company activities.

Associated greenhouse gases have been calculated using the UK Government’s GHG

Conversion Factors for Company Reporting 2025. 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

are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 2025 we also used

the Architectural Carbon Modelling (“ACT”) Tool to assess the carbon emissions from

silicon devices on some of our products; we will expand this work to more products in

thecoming years.

Scope 3 for products was calculated to be 60,169 tCO

e. This is in line with the higher

volume of units sold in 2025.

In order to calculate the Scope 3 emissions generated through our business activities,

allnon‑product-related accounting journals were reviewed and assigned to a category.

Eachcategory was allocated an average emission value per US Dollar spent as per the

ecoinvent database. This allowed us to calculate a carbon emission figure per US Dollar

ofexpenditure. This was calculated to be 2,209 tCO

The Group has purchased carbon credits from UNDO Carbon to offset the CO

Scope1and 2 emissions, totalling 33t in the year ended 31 December 2025; 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 2025

Our risk management process

Raspberry Pi’s risk management approach has continued to evolve with the structure of the business.

Itreflects the small size of the business’ operations and the close proximity of Senior 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. The internal audit team provides

independent assurance to the Audit and Risk Committee and the Board.

Business managers The Senior

ManagementTeam

The Board The Audit and Risk

Committee

Internal audit

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

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.

An outsourced internal audit

function was established

in2025.

An annual internal audit plan

isapproved by the Audit

andRisk Committee and

aprogramme of two to three

audits will be undertaken each

year, with detailed updates

provided to the Committee

ateach meeting. The Head

ofInternal Audit attends the

Audit and Risk Committee

meetings and reports to the

Chair of the Committee.

Principal risks and uncertainties

41 Raspberry Pi Holdings plc Annual Report and Accounts 2025

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

Our risk management approach includes the identification and monitoring of emerging

risks. Although these risks evolve and have uncertain impacts, they are reviewed alongside

our principal risks.

The pace of AI innovation and development

We continue to see 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 pace of AI innovation is impacting other areas of the business,

mainly due to the increasing cost of memory, which is being driven by memory vendors

diverting manufacturing capacity to meet the surge in AI data centre investment.

Principal risks and uncertainties continued

42 Raspberry Pi Holdings plc Annual Report and Accounts 2025

Principal risks

As part of 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

Our reputation for fair pricing and continued availability could be impacted

by the current turmoil in DRAM markets (see supply chain risk).

Products may be diverted through diffuse third-party supply chains outside

of our control and ultimately used illicitly in military equipment in

embargoed conflict areas, impacting our reputation.

Increased engagement with defence and defence-adjacent markets, while

lawful and conducted responsibly, carries a moderate brand risk.

Participation in defence markets may be perceived by some stakeholders

as inconsistent with the Company’s founding values in education, and

media narratives around defence technology can be polarising.

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.

Diversion of our products can occur via complex chains of onward sale

injurisdictions where visibility and control is limited. We comply with all

applicable UK, EU and international sanctions regimes and operate within

policies and controls designed to track and prevent such diversion.

We ensure that any defence engagement is responsible dual-use

participation aligned with national security and lawful, ethical technology

stewardship consistent with the Sanctions & Export Controls Policy

andGlobal Trading & Sanctions Principles. Prohibited end-uses remain

absolute. The Company follows the British Government and NATO policy

to determine entities and countries with which it can do business.

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.

Grow gross profit participation: 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

43 Raspberry Pi Holdings plc Annual Report and Accounts 2025

Key to risk change

Increasing Decreasing Unchanged New

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 continue to 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 employee

share schemes introduced since listing have further enhanced this position.

This enables the Group 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 Board has a succession plan to ensure the continuity of senior managers.

The Group maintains competitive compensation to reduce turnover and

attract top talent. As a public company we can provide share-based rewards

and incentives to motivate our employees and encourage staff retention.

We create a rewarding work environment, and our flat work structure

provides significant opportunities for personal development and

intellectual stimulation.

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.

Grow unit gross profit: 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 if new product

developments were to be delayed.

Sales channels

Risk

description

Our sales channels 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.

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.

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.

We employ specialist advisers on tariffs and import duties.

Link to

strategy

Grow unit sales: 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 could impact longer-term growth over

aperiod of years.

Principal risks and uncertainties continued

44 Raspberry Pi Holdings plc Annual Report and Accounts 2025

Key to risk change

Increasing Decreasing Unchanged New

Supply chain

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.

Memory prices may impact demand, margin or brand reputation.

The loss of our manufacturing facility at Sony may stop our supply

ofproducts for sale.

Movement

and outlook

In the past few months the global supply of memory has become severely

constrained due to the demand for high-bandwidth memory from AI data

centres. The constrained supply is impacting the market price of memory.

Market prices of memory, one of our key components, have increased

rapidly over the last six months and recently some major suppliers have

indicated limitations in supply at high densities.

Visibility in relation to prices and supply beyond H1 2026 is limited.

Mitigation/

management

actions

We have put in place long-term supply agreements with key suppliers

inrespect of certain components.

To further mitigate supply and memory price volatility, we have the flexibility

to increase prices whilst maintaining our value proposition. We have also

taken steps to qualify additional suppliers and develop product variants

with reduced memory capacity.

We have developed business continuity plans with Sony and, in addition,

have an amount of insurance cover.

Link to

strategy

Grow unit gross profit: We seek to supply our products at low cost and

therefore closely control our component costs.

Grow gross profit participation: Our long-term support commitment is

coreto our long-term strategy to sell more products to industrial and

embedded customers.

Risk velocity Market prices for memory have increased rapidly over the last six months;

in some cases they have tripled, and recently some major suppliers have

indicated limitations in supply at high densities.

Principal risks and uncertainties continued

45 Raspberry Pi Holdings plc Annual Report and Accounts 2025

Key to risk change

Increasing Decreasing Unchanged New

Growth management

Risk

description

The Group’s business plan and its shareholders’ expectation are for

significant growth in new market sectors and new geographies.

Scaling the operations to achieve this growth will be challenging and may

give rise to unexpected difficulties or costs.

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.

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 is constantly reviewing sales channels

andtherisks and opportunities that may arise.

Link to

strategy

Grow unit sales: 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 2025 demand for our products improved as the supply disruption of

2024 abated. In the last quarter of 2025, against a background of improving

demand, uncertainty has arisen as a result of the significant changes in

memory component costs. To date, we have not seen the demand of our

products being adversely affected by recent price increases.

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

Grow unit sales: 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.

Changes in memory prices have recently been very rapid and substantial.

Principal risks and uncertainties continued

46 Raspberry Pi Holdings plc Annual Report and Accounts 2025

Key to risk change

Increasing Decreasing Unchanged New

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.

There is evidence in the last quarter of increased demand for our products

from customers who had previously developed their own products or

purchased from our competitors due to the difficulty in sourcing

components as described in the supply chain risk.

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

Grow unit sales.

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

Grow unit sales and unit gross profit: 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

47 Raspberry Pi Holdings plc Annual Report and Accounts 2025

Key to risk change

Increasing Decreasing Unchanged New

Product development projects

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.

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

Grow unit sales: Development of new products and the maintenance

ofthe software running on them are key to the growth of the Group.

Grow unit gross profit: 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.

Principal risks and uncertainties continued

48 Raspberry Pi Holdings plc Annual Report and Accounts 2025

Key to risk change

Increasing Decreasing Unchanged New

Geopolitical risk

Risk

description

As an international business based in the UK, the Group may be exposed to

the effects of war, 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.

Geopolitical tensions and uncertainty may have a detrimental impact on

our ability to do business at global or regional levels including disrupting

our supply chain, distribution routes and our ability to conduct trade.

Movement

and outlook

Shifting tariff policies, including new tariffs or changes to existing rates,

are increasing uncertainty.

Conflict in the Middle East is affecting the global trading system and

worldeconomy.

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 our suppliers and appropriate advisers to ensure

we can deploy alternative options.

Link to

strategy

Our plans for unit sales growth may be impacted.

Risk velocity Impacts of geopolitical uncertainty and tariff changes can materialise

within weeks of announcements.

Control environment, regulatory and compliance

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.

We supply our products to many jurisdictions and are required to comply

with international and local regulatory requirements.

Risk impact A loss of control in key areas of financial control could lead to losses

andan inability to report accurately.

If we do not comply with regulatory requirements we may be subject

tofines and penalties.

The functioning of controls and the effectiveness of our control

environments are key to the successful mitigations we have described

inthe Group’s principal risks.

Movement

and outlook

The control environment has improved as a result of the work undertaken

during and after listing. The establishment of an internal audit function has

further strengthened the focus on the control environment.

Mitigation/

management

action

We continue to add additional resources in key areas and use external

advisers where relevant.

We continually review operational and financial controls. We regularly test

these controls and the Audit and Risk Committee reviews the outcome of

the testing and the progress against plans to enhance the controls and

control environment.

An internal audit function has been established and will undertake two

tothree audits a year.

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.

Principal risks and uncertainties continued

49 Raspberry Pi Holdings plc Annual Report and Accounts 2025

Key to risk change

Increasing Decreasing Unchanged New

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 and meet

commitments under long-term agreements, particularly in the situation

where sales demand is lower and component prices are higher.

Movement

and outlook

Funding requirements are expected to remain steady but variability

ofoutcomes has increased, particularly as a result of current

memoryprices.

Mitigation/

management

action

The Group has an RCF with headroom of $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 sales 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.

Information and cybersecurity

Risk

description

Loss of access to key systems and source data.

Loss of production to a cyber attack at the Group’s third-party

manufacturing facility.

Our servers contain confidential and valuable information, the public

dissemination of which could result in substantial costs.

Risk impact Interruption to manufacture of our products can lead to a loss of sales.

Loss of access to our key systems or loss of IP would result in substantial

costs and harm to our reputation.

Movement

andoutlook

Actions to reduce risk have been undertaken.

Mitigation/

management

action

Production disaster mitigation plan is in place for loss of production.

Appropriate controls, which are regularly reviewed, are in place to

safeguard our data and prevent unauthorised access.

Link to

strategy

Sustains the business and maintains our reputation.

Risk velocity An event may happen at any time.

Principal risks and uncertainties continued

50 Raspberry Pi Holdings plc Annual Report and Accounts 2025

Key to risk change

Increasing Decreasing Unchanged New

Climate change – impact of environmental regulations

Risk

description

Increased and stringent 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.

The introduction of carbon taxes on raw materials and energy could

increase production costs, impact margins or result in increased prices.

Not meeting future carbon targets could result in increased costs,

lossofsales if customers opt for lower-carbon alternative products

orreputational damage.

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 has moved 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 – extreme weather

Risk

description

Impact of extreme weather. See also our disclosures in the Sustainability

and TCFD sections of this report.

Risk impact The increased frequency and severity of extreme weather can impact our

supplyand distribution networks leading to operational delays, 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

51 Raspberry Pi Holdings plc Annual Report and Accounts 2025

Key to risk change

Increasing Decreasing Unchanged New

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

52 Raspberry Pi Holdings plc Annual Report and Accounts 2025

Key to risk change

Increasing Decreasing Unchanged New

In accordance with the UKCorporate

Governance Code, the Board has assessed

the viability and medium-term prospects

ofthe Group over the period to December

2028, taking into account the Group’s

current position, strategy, market outlook

and principal risks.

Each year, the Board undertakes a robust

review of the Group’s strategic plan for

theforthcoming three-year period and

challenges the Senior Management 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 2027.

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 has 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 a 50%

to75% reduction in higher density (8GB to

16GB) LPDDR4 SBC and compute module

products with no mitigations or cost

reductions 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 principal risks and uncertainties

outlined on page 43 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.

• Senior Management Team: Growth may

strain leadership capacity, slowing

investments and progress.

• Semiconductor 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: A long-term deal

with Broadcom (processor chips) risks

funding challenges ifsales drop. Lower

demand versus contracted supply has

been modelled.

• Memory supply: The current shortage and

rapidly rising DRAM costs may put

pressure on sales and profit margins.

Having modelled the 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 an 82% reduction in

forecasted unit sales over the going concern

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2028.

This Strategic Report has been approved by

the Board and is signed on its behalf by:

Dr Eben Upton CBE FREng

Chief Executive Officer and Founder

30March 2026

Going concern and viability statement

53 Raspberry Pi Holdings plc Annual Report and Accounts 2025

54 Raspberry Pi Holdings plc Annual Report and Accounts 2025

Governance

Inside this section:

Chair’s introduction to governance

Board of Directors

Corporate governance report

Audit and Risk Committee report

Nomination Committee report

Remuneration Committee report

Directors’ remuneration report

Directors’ report

Statement of Directors’ responsibilities

On behalf of the Board, I am delighted to introduce

ourCorporate Governance Report for the year ended

31December 2025.

Raspberry Pi is committed to promoting high standards

of corporate governance that support the long-term

sustainable success of the business. Following our

successful IPO in June 2024 and listing on the London

Stock Exchange, our commitment to governance is

more important than ever as we build momentum

onour growth strategy.

This report outlines how we have applied the

principles and provisions of the 2024 UK Corporate

Governance Code for listed companies.

Key activities for 2025 have been:

1 Developed our corporate governance framework to meet the requirements of the 2024

UK Corporate Governance Code and preparation for the implementation of the revised

Provision 29.

2 Developed and implemented Raspberry Pi’s strategy flowing from specific strategy

review discussions in Q2 2025 with the Board and key senior executives.

3 Strengthened our internal controls and processes appropriate to a listed group.

Thisincluded the creation of an internal audit function. See the Audit and Risk

Committee Report on page 62 for further details.

4 Reviewed employee policies and culture. Approved new employee policies including

anew childcare policy which provides financial support to all employees with

youngchildren.

5 Instigated the search for a new CFO to succeed Richard Boult using a global external

search consultancy.

6 Reviewed the membership and Terms of Reference of each of the four Committees –

the Auditand Risk Committee, the Nomination Committee, the Remuneration

Committee and the 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.

7 Reviewed the remit and membership of the Sustainability Committee

(asubcommittee oftheBoard).

8 Reviewed and revised the code of securities dealings to clarify the arrangements for

Closely Associated Persons (“CAPs”) of PDMRs, which has been communicated to all

employees (including those Directors andemployees designated as PDMRs) toaid

compliance with the Market AbuseRegulation.

9 Implemented the Relationship Agreements and a new way of working with the

Raspberry Pi Foundation and Raspberry Mid Co Limited and separately with the Ezrah

Charitable Trust. The aim of these changes is toensure that the Group is able to carry

out its business independently and that all transactions between the Group and

Controlling Shareholders are atarm’s length and on anormal commercial basis, as has

been confirmed in Controlling Shareholder(s) inNote 30.

10 Reassessed our principal risks and uncertainties. The Board reviewed theprincipal

risks and considered thesebroadly consistent with those identified inthe 2024 Annual

Report and 2025 InterimReport.

11 Agreed the financial and non-financial key performance indicators (“KPIs”) by which

the Board assessed performance.

12 Granted stock options under the discretionary Long-Term Incentive Plan (“LTIP”)

inH1 2025.

Looking ahead, the Board will focus on retention and succession/talent management planning

particularly for the Senior Management Team (“SMT”) and those reporting into the SMT to

prepare the Group for further growth while maintaining and promoting the Group’s unique

entrepreneurial culture and values as the business scales.

Martin Hellawell

Independent Non-Executive Chair

30March 2026

Full details of the Senior Management Team canbe found on the Group's website at

https://investors.raspberrypi.com/leadership

Chair’s introduction to governance

55 Raspberry Pi Holdings plc Annual Report and Accounts 2025

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

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.

Eben 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

committees at Pearson plc, Phoenix Group 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.

1 Martin Hellawell joined the Remuneration

Committee effective November 2025.

2 Sherry Coutu stepped down from the Sustainability

Committee effective November 2025.

Board of Directors

56 Raspberry Pi Holdings plc Annual Report and Accounts 2025

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.

Since June 2023, Rachel has been the CFO

atthe Co-op and is an executive director on the

Co-op Group board where she has responsibility

for finance, property and sustainability.

An experienced board leader, Rachel has a

strong background in financial stewardship and

developing and leading teams through complex

change to land strategic business outcomes.

Rachel has over 30 years’ experience in

consumer-facing and B2B businesses, including

as CFO and CIO at Aer Lingus, where she played

a key role in a successful turnaround of both the

customer proposition and financial

performance. She was also CFO of IAG Cargo,

co-founding the business following the

separation of the cargo operations of British

Airways and Iberia.

Earlier in her career, Rachel also held a range

ofsenior airline leadership roles across

Australia, Asia and North America. Rachel

holdsan honours degree in Astrophysics from

Birmingham University and is also a chartered

management accountant.

Chris is an angel investor focused on deep tech.

He is a venture partner at Entrepreneur First and

a former trustee of the Raspberry Pi Foundation.

Chris 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.

Chris is a fellow of the Royal Academy

ofEngineering and an honorary fellow of

ChurchillCollege, Cambridge, and was awarded

aCBE in 2014.

Dan serves as the Director nominated by the

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 £15 billion business, acting in

the national interest across its urban, rural and

marine portfolio.

Prior to The Crown Estate, Dan held a

numberofpositions at the global property and

infrastructure group Lendlease, including group

chief operating officer and chief executive

officer, international operations.

Dan has previously served as a director of the

Green Building Council of Australia and as chair

of the UK Green Building Council.

Dan 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.

3 David Gammon joined the Sustainability Committee

effective November 2025.

4 Christopher Mairs stepped down from the

Remuneration Committee effective November 2025.

Board of Directors continued

57 Raspberry Pi Holdings plc Annual Report and Accounts 2025

Audit and Risk Committee

Nomination Committee

Remuneration Committee

Disclosure Committee

Sustainability Committee

Committee Chair

UK Corporate Governance Code 2024

The Board confirms that, for the financial year

ended 31 December 2025, the Company

hascomplied with all of the provisions of

theUK Corporate Governance Code 2024

(the“Code”). Details of how the principles of

theCode have been applied can be found

throughout this Corporate Governance Report,

the Strategic Report and the Committee

reportssignposted below.

During the year, the Board and its Committees

have spent time considering and preparing

forthe new requirements under Provision 29

inorder to ensure the Company’s continuing

compliance.

The Code is available in full at www.frc.org.uk.

Corporate governance framework

The Board has overall responsibility for

governance within the Group.

The Board has established a governance

framework to support the development of

goodgovernance practices across the Group.

A summary of our governance framework is

outlined in the illustration on the right.

The Board delegates certain responsibilities

and authorities to its Nomination, Audit and

Risk and Remuneration Committees.

Further details of the work, role and

responsibilities of these Committees are

provided in their separate reports.

Each of the Committees has Terms of

Reference which were reviewed by the

Committees and the Board during the year.

Theperformance of each of the Committees

isassessed annually as part of the

performance review process (seepage 61).

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.

The Board has assessed theindependence

ofthe Non-Executive Directors and 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.

In accordance with the Code, all Directors will

submit themselves forre‑election at the next

AGM on 4 June 2026.

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. 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 17 and 18 and detail

howthe value is generated through its

operations and the value chain and for the

benefit ofits stakeholders.

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 56 and 57

Audit and Risk

Committee

• Monitoring the

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.

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, and Head of Business Development. We appointed a Chief

Operating Officer in March 2026. See the Group’s website https://investors.raspberrypi.com/leadership

for further details of the Senior Management Team.

• 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 2025

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 2025

During 2025 the Board has focused on the following:

• continuing the development of the Group strategy and 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;

• reviewing the impact of macro-economic factors on the business;

• regularly reviewing the engagement programme and feedback from shareholders

andstakeholders;

• reviewing key compliance policies including the business ethics framework,

whistleblowing, modern slavery, and anti-corruption and bribery;

• looking at business development; and

• regularly reviewing reports on the technology roadmap of the business.

Corporate governance report continued

59 Raspberry Pi Holdings plc Annual Report and Accounts 2025

Board and Committee activities

The Board held eight meetings during the year to December 2025. 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 8/8 — 1/1 1/1

2/2

Eben Upton 8/8 — — — 2/2

Richard Boult 8/8 — — — 2/2

Sherry Coutu 8/8 5/5 — 4/4 —

David Gammon 8/8 5/5 1/1 — —

Rachel Izzard 8/8 5/5 — 4/4 —

Christopher Mairs 8/8 — 1/1 3/3

—

Daniel Labbad 7/8 — — — —

1 Martin Hellawell joined the Remuneration Committee and replaced Christopher Mairs from November 2025.

Culture and responsibility

The Board recognises that the tone and culture it sets impact 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, without unnecessary constraints from 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.

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22and 23.

Since the IPO in June 2024, the Board has embedded anongoing investor relations

programme tofoster open and active dialogue with the Company’s shareholders.

Appointment and election

All members of the Board stood for re‑election at the AGM in June 2025 and were all

successfully reappointed.

There have been no changes to the composition of the Board during the year to31December

2025. Due to other commitments, Christopher Mairs stepped down from the Remuneration

Committee and was replaced by Martin Hellawell in November 2025.

The Company previously 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 66.

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. Reports from the Group Company Secretary

update the Board on governance-related matters.

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.

Corporate governance report continued

60 Raspberry Pi Holdings plc Annual Report and Accounts 2025

Induction

On joining the Board, all new Board members willbe provided with a tailored induction

programme, based on their experience, background and understanding of the Company’s

operations and structure.

The induction programme will include:

• background information;

• formal and informal meetings with operational directors, senior managers and the Chairs

of each of the Board and its Committees;

• briefings with the Company Secretary, corporate brokers and external lawyers on the

duties of a public company director;

• site visits; and

• access to historical governance documents and Board/Committee papers.

The induction process is intended to give new Directors asoundintroduction into the

Group’s activities,operations, strategy, culture andgovernance structure.

Board performance review

An internal Board performance review takes place annually and is led by the Chair. In 2025,

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 2025.

The evaluation concluded that the Board had implemented the actions flowing from the

2024 Board performance review and is effective in discharging its duties, and that the Board

meetings are effective. 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 have adapted well to being

leaders of a publicly listed company. The Board recognises the importance of continuing

training, development, knowledge and support and mentorship.

The evaluation also resulted in several recommendations, which are summarised in the

table opposite.

In addition to the internal evaluation, the Board intends to run an independent evaluation

with the support of external advisers every three years, with the next one due in 2027.

Recommendation from

FY2025Boardevaluation Actions for FY 2026

Review the structure and

content of CEO reports

Review content to ensure there is balance between

technological and other Company matters and to ensure

content understandable for all Directors, regardless of

theirbackgrounds.

Review the frequency of

Board meetings

Review scheduled Board meetings to remove the February

meeting and include a virtual meeting each July to close the

gap between June and September Board meetings.

Build stronger

relationships and

cohesion within the Board

Facilitate relationship building and opportunities for

interaction between Board members outside of meetings,

e.g. dinners or other social events.

Encourage attendance at

key stakeholder events

such as the Partner

(reseller) Conference

Notify the Board of the dates, timings and structure of the

Annual Partner Conference well in advance to ensure Non-

Executive Directors can attend.

Continue to evolve the

approach to strategic risk

and opportunities in

Board meetings

Increase time allocated to reviewing and evaluating key

strategic risks and opportunities, as well as risk appetite, in

Board meetings and reduce time spent on minor risks.

Develop a framework to assist with reviewing and

monitoring strategic risks at Board meetings.

Increase strategic

content of Board

meetings

Review a list of strategic topics to prioritise and agree where

the Board needs greater awareness and where it can add

most value to the Senior Management Team.

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 and all interests and potential conflicts annually; 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.

During the year, the Board approved the appointment of Sherry Coutu CBE to the board of Phoenix Group

Holdings plc as chair of its remuneration committee with effect from 1 May 2025. After confirming that there

were no conflicts of interest and considering the likely time commitments required to fulfil this role, the Board

was satisfied that this appointment would not inhibit Sherry’s ability to continue effectively.

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 2025

Rachel Izzard

Chair of the Audit and Risk Committee

“We are committed to

maintaining the highest

standards of corporate

governance, ensuring

our governance

structure remains

robust, effective and

transparent as we

embark on our journey

as a public company."

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

As Chair of the Audit and Risk Committee,

Iam pleased to present the Committee’s

report for the year ended 31 December

2025. This report covers the Committee’s

responsibilities and how it has discharged

them over the year.

This was Raspberry Pi’s first full year as a

public company following the successful

listing on the Main Market in June 2024.

The business have continued to make good

progress in strengthening the finance team

and embedding the processes, systems,

controls and culture needed for a listed

company with significant scale expectations,

but without losing their unique identity.

Thepositive conclusions of the FRC review

of the 2024 Annual Report as well as the

audit quality review of Grant Thornton’s work

were pleasing evidence of the achievements

in this journey. The appointment of an

internal audit function is just one further

example of the progress being made. Further

details in respect of the reviews and internal

audit are provided later on in this report.

The Committee continues to support the

team in this progress as well as providing it

with appropriate challenge in its accounting

judgements, and in the sufficiency of

controls and reporting in respect of the

business and financial risks to which it

isexposed.

I would like to thank the Raspberry Pi team

and all Committee members for their

valuable contributions which support the

work of the Committee.

Responsibilities

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 in 2024.

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.

Audit and Risk Committee

meetings and activities

The Committee held five scheduled

meetings in the year and in those meetings

it reviewed key risks, internal control

processes, accounting matters and the

financial statements and disclosures

included in the Group’s interim financial

statements and full-year accounts.

TheCommittee Chair met regularly with the

Chief Financial Officer and Company

Secretary, and separately with the external

audit partner to discuss their reports and

any other 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 have been no requests

from shareholders in 2025 for any specific

matters to be covered in the audit. I look

forward to taking any shareholder questions

at our forthcoming AGM in May 2026.

As part of its ongoing cycle of work in

accordance with its Terms of Reference 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 2025 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. This included the creation of

an internal audit function;

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 2025

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;

• focus on emerging developments in the

regulatory landscape, including new or

anticipated requirements relating to fraud

prevention and internal assurance and

control frameworks, in particular

Provision 29; and

• consideration of the Group’s financial risk

management in respect of hedging of

relevant financial exposures and the Group’s

management of liquidity 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.

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 2026 AGM.

Additional meeting attendees

The Chair, Chief Executive Officer, Chief

Financial Officer, Head of Finance, Group

Financial Controller, General Counsel and

Group’s auditor are invited to attend all

meetings. The Group’s Internal auditor

wasinvited to attend from the date of their

appointment. 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

During the year the Committee conducted

an assessment of its performance for the

first time in its listed company form.

Thisassessment was conducted internally,

with responses recorded anonymously.

Theassessment concluded that the

Committee has operated effectively.

Financial reporting and policies

In March 2026, the Committee considered

the 2025 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

2025 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.

• 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.

• Useful economic lives (“UEL”) of

intangible assets:

The Committee reviewed management's

assessment of UELs at initial recognition

and the Group's policy of reviewing these at

each reporting date. It considered and

concurred with management's decision to

revise the UEL of on-market

semiconductors from six to eight years,

reflecting updated assessments of

expected future use and economic benefits,

resulting in a $1.4 million reduction in the

annual amortisation charge.

• 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$6.6million in 2025 (2024: $6.2 million).

A10% decrease in estimated future demand

would increase the provision by$0.7 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

and Development Expenditure Credit

(“RDEC”) claims. The Committee reviewed

these matters and agreed with

management’s assessment of the variety

of possible outcomes and its conclusion

recognising that it is reasonably plausible

that actual tax claims submitted could

vary from the accounting estimate.

• Classification of transaction costs

associated with the issue of shares:

In 2025 the Company concluded further

review and analysis which resulted in the

recovery of a further $1.4 million in VAT

incurred on fees for the listing in 2024.The

Committee agreed that management’s

treatment of these costs was appropriate.

Audit and Risk Committee report continued

63 Raspberry Pi Holdings plc Annual Report and Accounts 2025

Financial reporting and policies

continued

Conclusion

The Committee, supported by Grant

Thornton’s audit report, confirmed that

these judgements were based on sound

accounting principles which were 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, which

incorporated sensitivity analysis and stress

testing, were reviewed. Inallcases, the Group

retained a funding surplus, confirming the

ability to meet firm commitments over the

period to 30April2027 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

reviewed and challenged management on the

sensitivity analysis performed to support the

Group’s viability statement, included in the

Strategic Report on page 53. The viability

statement review included assessing the

impact of the principal risks identified by

management. Following this challenge, the

Committee recommended approval of the

viability statement to the Board.

Fair, balanced and

understandablereporting

In response to the Code’s Principle N, the

Committee considered whether the 2025

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.

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 2025, 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 Senior

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. Whilst the

business leaders have a strong focus on

operational risks, the Committee and Board

have 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

In 2024 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 in 2025. I am pleased to

report that an outsourced internal audit

function has been established and the team

has undertaken a Risk Maturity Assessment

of the business and has also completed

itsfirst internal audit. Detailed updates

providing an insight into the results of the

audit and Risk Maturity Assessment were

provided to the Committee.

The internal audit plan is approved by the

Committee annually. A programme of two

to three internal audits will be undertaken

each year, with detailed updates provided to

the Committee at each meeting.

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 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

Audit and Risk Committee report continued

64 Raspberry Pi Holdings plc Annual Report and Accounts 2025

Audit and Risk Committee

compliance statement continued

• External audit oversight continued

role with the Principal Shareholder for

thefirst half of 2025. Concluded that

safeguards were sufficient to mitigate

independence concerns. As of October

2025, the Principal Shareholder has

changed auditor, thereby removing the

conflict and subsequent need for ongoing

safeguards in this specific respect.

• Reporting:

Documented and reported its 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.

The Audit and Risk 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.

The Committee has reviewed its performance

and, following due consideration,

recommends its reappointment at the May

2026 annual general meeting.

The Committee confirms it has fulfilled its

responsibilities under the FRC Minimum

Standard, reinforcing the Group’s commitment

to robust audit quality and governance.

During the year, Grant Thornton’s non-audit

fees were $0.1 million, for services related

to the review of the interim accounts for the

six months to 30 June 2025 as required by

the UK Listing Rules (“UKLR”). 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 interest.

Audit quality review and FRC

comment letter

The FRC reviewed our Annual Report and

Accounts for the year ended 31 December

2024. The FRC Audit Quality Review (“AQR”)

team also inspected Grant Thornton’s audit of

our financial statements. Based on its review

of our Annual Report and Accounts, the FRC

had no questions or queries to raise, which is a

good achievement given it was the Company’s

first Annual Report since listing. The FRC did

note a number of items in the accounts where

further disclosure would be beneficial and one

item which was a requirement and we have

included those in this Annual Report. The AQR

inspection of the external auditor resulted in

an assessment of “limited improvements

required” with no key findings and we will

provide any necessary support to our auditor

in this regard.

The Committee and management would

like to take the opportunity to thank the FRC

for its constructive feedback.

Process for audit rotation andtender

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 expected that

the next tender process will take place at the

latest in 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 five years (including December

2025) and will therefore rotate off the audit

following the year ended December 2025. A

new audit partner has been appointed for the

audit of the year ending 31 December 2026.

The Committee confirms it was in compliance

with the provisions of The Statutory Audit

Services for Large Companies Market

Investigation (Mandatory Use of Competitive

Tender Processes and Audit Committee

Responsibilities) Order 2014 during the

financial year ended 31 December 2025.

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 ended

31 December 2025 for most provisions.

Enhanced internal control requirements

(“Provision 29”) will be effective for the year

ending 31 December 2026. The Audit and

Risk Committee has collaborated with

management to define the scope of material

internal controls and determined the extent

of internal attestation work necessary to

support the Board’s declaration of control

effectiveness, leveraging its established

controls programme. Good progress has

been made to support the required attestation

for the year ending 31 December 2026.

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

30March 2026

Audit and Risk Committee report continued

65 Raspberry Pi Holdings plc Annual Report and Accounts 2025

Martin Hellawell

Chair of the Nomination Committee

“We are focused on

ensuring that the Board

continues to have the

right mix of experience,

knowledge and diversity

to guide the long-term

strategy and success of

Raspberry Pi.”

Committee members

andattendance

• Martin Hellawell (Chair);

• Christopher Mairs CBE; and

• David Gammon.

All Committee members are Non-Executive

Directors who satisfy the requirements for

independence under the Code.

The Committee met once during 2025 with

all members in attendance. The meeting

was also attended by other members of

theBoard and the Company Secretary.

In addition to the formal meeting, there

were regular informal discussions on

succession planning and appointments at

the Senior Management Team level.

Role and responsibilities of the

Nomination Committee

The Nomination Committee assists the

Board of Directors in determining the

composition of the Board and 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 Directors’

appointments and makes

recommendations to the Board, 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 under review

Board succession plans;

• 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 2025

Last year we reported that Chris Mairs

intended to retire from the Board in

September 2025. I am delighted to confirm

that Chris subsequently decided to continue

on the Board. As a result the composition of

our Board has been stable over the year.

Due to his other commitments, Chris has

decided to step down from the

Remuneration Committee effective

November 2025, and the Board has

appointed Martin Hellawell to the

Remuneration Committee in his stead.

The Committee has focused its efforts

onevaluating the Board’s performance,

implementing the recommendations

fromthe 2024 Board performance

review,and reviewing the composition

ofthe Committees.

Annual Board and Committee

performance review

A formal internal evaluation of the Board

andCommittees was undertaken in October

2025. The Directors were asked

tocomplete a comprehensive questionnaire

anonymously to rate the effectiveness of

theChair, the Board andtheCommittees

and submit feedback. The results were then

discussed atthe November Board meeting.

Further details onthe performance review

and the results can befound in the

Corporate Governance Statement on

page61. The Audit and Risk Committee

carried out a similar in-depth evaluation

ofits own performance, further details

ofwhich can be found on page 63.

Annual review of Committee’s Terms

ofReference

The Committee’s Terms of Reference were

reviewed by the Board in November 2025

and remained unchanged.

Key activities planned

for2026

The Committee’s focus areas for

2026are:

• monitoring the implementation

ofthe recommendations from

the2025 Board evaluation;

• developing a framework for

reviewing strategic risk at

Boardmeetings;

• overseeing the recruitment of

asuccessor to the CFO;

• evaluating training needs for

Executive and Non-Executive

Directors; and

• reviewing the diversity policy.

Nomination Committee report

66 Raspberry Pi Holdings plc Annual Report and Accounts 2025

Board composition and

successionplanning

Board succession planning is focused

onensuring the right mix of skills and

experience on the Board. taking into account

our commitment to diversity. 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.

At the end of October, the Company

announced that Richard Boult would be

stepping down as the Chief Financial Officer

and as an Executive Director of the Board

during 2026. Richard joined Raspberry Pi in

2019 and was instrumental in establishing

many of our key financial and strategic

partnerships, strengthening our banking

relationships, and helping to guide us

through our IPO in June last year.

The Committee engaged the experienced

external search agency, Teneo to help it

identify and assess a diverse pool of

candidates with attributes that meet the

role specification. The search process

toidentify Richard’s successor is well

advanced and we will update the markets

as soon as that process is concluded.

We will reflect on the Board and Committee

composition during 2026 and the existing

skills, experience and diversity of the Board

will be taken into account when evaluating

candidates to succeed Richard.

Diversity and inclusion

As a Company, we value diversity and I am

pleased to report that our Board comprises

members from verydifferent social

backgrounds and upbringings, as well as a

broad range 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 other than appointing

Richard’s successor in due course, 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 2025.

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

including in respect of a successor to the

CFO and we strongly support diverse boards.

In accordance with diversity disclosures

pursuant to UK Listing Rule6.6.6R (9), 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 UK Listing Rules (“UKLR”)

require listed companies tostate whether

they have met certain targets on board

diversity. Theinformation in the table below

is at 31December 2025, which isthe date

selected as the reference date.

The targets for a listed company set out

inthe UKLR 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

67 Raspberry Pi Holdings plc Annual Report and Accounts 2025

Diversity on the Board andCommittees

As at the reference date, the Board met two out of three of the above targets as set out in the tables below

The composition of the Board has not changed since the reference date. TheCompany surveyed its Board and Senior 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

Senior 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 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.

Martin Hellawell

Chair of the Nomination Committee

30March 2026

Nomination Committee report continued

68 Raspberry Pi Holdings plc Annual Report and Accounts 2025

Number of

Board members

Percentage

of the Board

Number of

senior positions

on the Board

(CEO, CFO, SID

and Chair)

Number in Senior

Management

Percentage of

Senior

Management

Number of

employees

Percentage of

employees

Men 6 75.0% 3 6 71.5% 99 68.0%

Women 2 25.0% 1 2 28.5% 47 32.0%

Not specified/prefer not

to say — — — — —

* Number of employees excludes members of the Senior Management.

Number of

Board members

Percentage

of the Board

Number of

senior positions on

the Board (CEO, CFO,

SID and Chair)

Number

in Senior

Management*

Percentage of Senior

Management

White British or other White

(includingminority-White groups) 6 75.0% 3 7 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%

* “Executive Management” is defined using the prescribed definition in the UK 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.

Sherry Coutu CBE

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.”

Committee members

• Sherry Coutu CBE (Chair);

• Christopher Mairs CBE; and

• Rachel Izzard.

Statement by the Chair of the

Remuneration Committee

On behalf of the Board, I am delighted to

present the Directors’ Remuneration Report

for Raspberry Pi Holdings plc for the year

ended 31 December 2025, our first full year

as a listed company.

At the AGM in May 2025, the first Directors’

Remuneration Report and Directors’

Remuneration Policy received strong

support from shareholders, with 99.97%

ofvotes in favour of the Directors’

Remuneration Report and 99.93% of votes

in favour of the Directors’ Remuneration

Policy. I would like to thank shareholders

fortheir support on these resolutions.

Performance context

The business has delivered a strong

performance in the year, with demand

patterns returning to normal and

continuedprogress in delivering our long-

term strategy. The focus for 2025 was

onconsolidating and refining the product

offering, strengthening our portfolio and

delivering improvements in response

tocustomer feedback. This focus on

thefundamentals is reflected in the

strongfinancial results. Revenue for

theyear increased to $323.2 million

(2024:$259.5million) with adjusted

EBITDAincreasing to $46.4 million (2024:

$37.2 million), both growing by over 20%.

Strong performance was particularly driven

by robust demand through Q4 2025,

alongside higher gross profit per board,

itself reflecting successful navigation of

increased memory costs. We continued to

manage the business prudently, while

investing in areas that support sustainable,

long-term growth. Other highlights include:

• increasing adjusted operating profit

by35% compared to last year to

$35.9million (2024: $26.5 million);

• increasing total unit sales by 9%

to7.6millionunits (2024: 7.0 million

units); and

• increasing total partnership revenue by24%

to $430.0 million (2024: $346.0million).

Innovation remains the foundation of

ourgrowth and in the year we launched

13new products. We also reached an

important strategic inflection point in 2025.

For the first time, our semiconductor

devices exceeded our SBCs and compute

modules in unit volumes. This milestone

represents a decisive step forward in

ourambition to build Raspberry Pi as a

two‑franchise business, combining our

well‑established electronic products with

arapidly growing semiconductor platform.

Incentive outcomes for 2025

In 2025, the Company measured

performance against a scorecard of key

business performance metrics, with a 75%

weighting on an adjusted operating profit

target and 25% weighting on board unit

sales. As with last year, the Committee

ensured stretching targets were applied,

reflecting our pay for performance ethos

asa business. To reinforce this culture,

westructure the bonus scorecard so that

threshold achievement accrues from zero

rather than a stepped payout level.

The strong performance of the business

asdescribed above meant that the bonus

isdue to pay out at 50.4% of maximum.

Thisreflects that adjusted operating profit

result of $35.9 million was between target

and maximum. The 9% growth rate on

board unit sales of 7.6 million units was

below threshold and therefore no pay-out is

due. Further details are set out on page 75.

CFO transition

As announced on 31 October 2025,

RichardBoult will step down from his role

as CFO in the second half of 2026 so that

he can explore new opportunities. The

Committee would like to thank Richard for

his contribution to the business, not least

the significant achievement of readying the

business for its successful listing on the

LSE in June 2024. A formal search process

for Richard’s replacement is currently being

undertaken and further details on the

transition will be disclosed in due course.

Remuneration Committee report

69 Raspberry Pi Holdings plc Annual Report and Accounts 2025

CFO transition continued

Recognising the transition, Richard will not

be granted a 2026 LTIP award, but he will

remain eligible for a 2026 bonus which will

be pro-rated to reflect the period of 2026

that he remains in employment with

theCompany.

Implementation for 2026

In terms of how we will operate our pay

framework in 2026, the Committee has

approved a salary increase of 4% for both

the Chief Executive Officer and Chief Financial

Officer. This is in line with the approach

being adopted for the wider workforce.

For the CEO, incentive opportunities will

remain unchanged from last year:

• annual bonus opportunity of 150%

ofsalary; and

• LTIP opportunity of 200% of salary.

Both awards will be subject to stretching

performance measures. The annual bonus

will continue to be based on adjusted

operating profit (75%) and a strategic

targetbased on board unit sales (25%).

Thetargets that will apply are commercially

sensitive and will be retrospectively

disclosed in next year’s Annual Report.

The LTIP award granted to the CEO will

continue to 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 be subject to a two-year

holding period in line with corporate

governance best practice. More details

onthe targets that will apply for our LTIP

awards are set out on page 72.

Concluding remarks

The Committee remains committed to

ensuring that responsible decisions are

made around pay. We welcome the

viewsofour shareholders and will aim

torepresent these wherever possible

inourproposals, while ensuring that

ourremuneration packages are fair and

competitive. I look forward to your support

on our Directors’ Remuneration Report

atthe forthcoming AGM.

Sherry Coutu CBE

Chair of the Remuneration Committee

30March 2026

Remuneration Committee report continued

70 Raspberry Pi Holdings plc Annual Report and Accounts 2025

Summary of Directors’ Remuneration Policy

Our Directors’ Remuneration Policy was approved by shareholders at our AGM held on

20May 2025 with a vote of 99.93%. The below provides a summary of the Remuneration

Policy. A full version of the Policy can be found on pages 72 to 81 of our Annual Report

andAccounts 2024, available on the Company website.

Base salary Purpose: 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: Reviewed annually and paid

monthly in cash. Any increase will

normallytake effect from the start

ofthefinancial year.

CEO: £477,360

CFO: £371,280

Pension Purpose: To provide competitive post-

retirement benefits.

Operation: Executives can choose to

participate in the Raspberry Pi defined

contribution scheme, or receive a cash

allowance. Pension contributions will be set

in line with the average workforce pension

contribution. For 2026 this rate will be 8%

ofsalary.

CEO: 8% of salary

CFO: 8% of salary

Benefits Purpose: 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.

In line with Policy

Element Summary of Policy 2026 approach

Annual bonus Purpose: 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: The maximum award level is

150% of salary. Measures and targets are

set annually, with pay-out levels determined

following the year end based on

performance against objectives. Typically,

no more than two-thirds of an Executive

Director’s annual bonus is delivered in cash

and the remaining amount is deferred into

nil cost options normally for a period of

three years.

CEO: 150% of salary

CFO: 150% of salary

LTIP Purpose: Motivates executives to achieve

the Group’s longer-term strategic objectives.

Operation: The maximum award level is

250% of salary. For 2026, an Executive

Director

will receive a maximum

opportunity of 200% of salary. Awards will

vest subject to performance conditions,

usually measured over a performance

period of at least three years. Awards

willnormally be subject to an additional

two-year holding period following vesting.

CEO: 200% of salary

CFO: No LTIP award

given transition

Element Summary of Policy 2026 approach

1 The current CFO will not receive 2026 LTIP awards reflecting the planned transition.

Directors’ remuneration report

71 Raspberry Pi Holdings plc Annual Report and Accounts 2025

Implementation of the Remuneration Policy in 2026

This section provides an overview of how the Remuneration Committee is proposing

toimplement our Remuneration Policy in 2026 for the Executive Directors.

Base salary

Salaries are paid in line with the Policy. The Remuneration Committee has applied

aworkforce-aligned salary increase for both Directors for 2026 of 4%.

2026 2025 % increase

Eben Upton (CEO) £477,360 £459,000 4.0%

Richard Boult (CFO) £371,280 £357,000 4.0%

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, and cover under the directors’ and officers’ liability insurance,

aswell as other benefits available to the wider workforce. They may also receive

reimbursement of business-related expenses should these arise in the year.

Annual bonus

The annual bonus plan opportunity for 2026 will largely be unchanged from 2025 with both

Executive Directors being eligible for a maximum of 150% of salary. The annual bonus for 2026

will be determined by reference to a bonus scorecard aligned with the Company’s strategic

priorities for the year ahead. The performance measures will remain unchanged from the prior

year. As a reminder, the measures for the 2026 annual bonus are as follows:

Area of focus Weighting

Financial: Adjusted operating profit 75%

Strategic: Number of unit boards sold 25%

The target ranges and the approach to performance determination are deemed to be

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 Policy, bonus deferral typically 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.

Long-Term Incentive Plan

Awards will be made in line with the Policy, with a value of 200% of annual salary. Awards

will vest three years after grant and be subject to an additional two-year holding period.

Theproposed performance measures for the 2026 award are set out below.

The LTIP award granted to the CEO will continue to 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 be subject to

atwo‑year holding period.

Performance measure

% of award based

onmeasure

Threshold

25% vesting

Max

100% vesting

Cumulative adjusted earnings per share (“EPS”) 66.6% 48c 58c

Relative TSR vs. FTSE 250 excl. Financial

Services, Mining and Extraction and Investment

Trusts 33.3% Median

Upper

quartile

Directors’ remuneration report continued

72 Raspberry Pi Holdings plc Annual Report and Accounts 2025

Implementation of the Remuneration Policy in 2026 continued

Long-Term Incentive Plan continued

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. In assessing outcomes. the Committee will also be

mindful of any risk of windfall gains.

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. Malus/clawback can be operated up to four years following the start of the relevant

bonus year for bonuses, three years from grant for Deferred Bonus Plan (“DBP”) awards and

up to five years from the relevant date of grant for LTIP awards. These periods have been

selected to reflect the risk profile of the business and market practice around typical

recovery period lengths. Thecircumstances in which malus and clawback may be applied

are set out in our Policy, whichis included in last year’s Annual Report.

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 will be made to the Chair fee or additional fees for 2026 from the levels

adopted at Admission. The NED base fee will increase by 4%, in line with the increase

adopted for the wider workforce. The fees are set out below.

2026 fees 2025 fees

Chair of the Board all-inclusive fee £221,000 £221,000

Base Non-Executive Director fee £60,320 £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 76 is subject to audit.

Directors’ remuneration report continued

73 Raspberry Pi Holdings plc Annual Report and Accounts 2025

Single total figure of remuneration

The following table sets out the total remuneration for Executive Directors and Non-Executive Directors for 2025 and 2024.

Salary and fees Pensions

Benefits

Annual

bonus

Admission

Awards

Total fixed Total variable Total

Executive Directors

Eben Upton

2025 £459k £37k £2k £347k — £498k £347k £845k

2024 £358k £29k £1k £54k £561k £387k £616k £1,003k

Richard Boult

2025 £357k £29k £2k £270k — £388k £270k £658k

2024 £275k £22k £1k £42k £573k £298k £615k £913k

Non-Executive Directors

Martin Hellawell

2025 £221k — £1k — — £222k — £222k

2024 £125k — — — — £125k — £125k

Sherry Coutu

2025 £81k — — — — £81k — £81k

2024 £46k — — — — £46k — £46k

David Gammon

2025 £71k — £2k — — £73k — £73k

2024 £48k — — — — £48k — £48k

Rachel Izzard

2025 £71k — — — — £71k — £71k

2024 £41k — — — — £41k — £41k

Christopher Mairs

2025 £71k — £2k — — £73k — £73k

2024 £41k — — — — £41k — £41k

Daniel Labbad

2025 £58k — — — — £58k — £58k

2024 £33k — — — — £33k — £33k

1 Pensions/benefits –In 2025, Eben Upton and Richard Boult received a pension allowance worth 8% of salary (equivalent to the UK wider workforce) and benefits worth £2k each.

2 LTIP – Admission Awards – This reflects the fair value of the Admission Awards which were granted to both Executive Directors at listing. Awards will normally vest on the third anniversary of grant and the details of the grant are set out

below. As determined by the Remuneration Committee, Richard Boult’s Admission Awards will vest on his leaving date.

3 Total remuneration of Directors in respect of 2025 is £2,081k with the amount attributable to the highest paid Executive Director being £845k.

Directors’ remuneration report continued

74 Raspberry Pi Holdings plc Annual Report and Accounts 2025

FY 2025 annual bonus – Summary of performance

The maximum annual bonus opportunity for the Executive Directors in 2025 was 150% of

salary for both Executive Directors. Targets for the annual bonus were aligned with strategic

priorities for the year, being based on an adjusted operating profit (75%) target and an SBC

and compute module unit sales (25%) target. Performance measures and targets applying

to the 2025 annual bonus, along with performance achieved, are set out below.

Threshold vesting accrues from 0% of the available award (this is below the level available under

the approved Policy of 25%, 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 50.4% forboth Directors. Bonus

deferral will apply to Eben Upton in line with the Policy. Under the Policy, one-third ofthe earned

bonus is deferred into shares for a period of three years. Recognising Richard Boult’s planned

departure from the business in 2026, and inaccordance with the discretion afforded it under the

Policy, the Remuneration Committee hasdetermined that Richard’s bonus will be paid in cash.

The Committee recognises that Richard remains highly aligned with shareholders through his

material shareholding as displayed in the table of shareholdings of Executive Directors.

Performance measure Proportion

Threshold

0% vesting

Target

50% vesting

Maximum

100%

vesting Achieved % vesting

Adjusted operating

profit 75% $33.0m $34.7m $38.2m $35.9m 69%

SBC and compute

module unit sales 25% 7.98m 8.40m 9.24m 7.6m 0%

Overall outcome 50.4% of maximum for both Directors

LTIP awards made in the year

During 2025, the Company made the first annual grant under the LTIP in accordance with

the approved Remuneration Policy to both Executive Directors. When determining the

Directors’ awards, the Committee took into account the prevailing share price at the time

ofgrant being mindful of any risk of windfall gains.

Director Date of award

Number of

price

Face value

Face value %

of base

salary

End of

performance

period

Eben Upton 14 May 2025 187,346 £4.90 £918k 200%

31 December

2027

Richard Boult 14 May 2025 145,714 £4.90 £714k 200%

31 December

2027

1 Awards have been calculated using a five dealing day average share price prior to grant of £4.90.

The targets for the above awards are as follows:

Performance measure

% of award based

onmeasure

Threshold

25% vesting

Max

100% vesting

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

In line with the new UK Corporate Governance Code requirements, the Committee

alsoconfirms that there was no application of malus and clawback provisions in the

reportingperiod.

Payments to former Directors

There have been no payments to former Directors or payments to Directors for loss of

office during 2025. As set out above, the CFO, Richard Boult, will depart the business in

2026 to explore new challenges. Details on his departure will be disclosed in due course on

the website and within next year’s Annual Report following his departure.

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 2025 is set out below:

Number of shares held as at 31 December 2025

Executive Directors

Shares owned

outright

Admission Awards –

market value

options

Share ownership

as a percentage

of salary

Share ownership

guidelines met?

Eben Upton 3,064,801 529,512 1,927% Yes

Richard Boult 475,602 540,267 385% Yes

Directors’ remuneration report continued

75 Raspberry Pi Holdings plc Annual Report and Accounts 2025

Statement of Directors’ shareholding and share interests continued

Number of shares held as at 31 December 2025

Non-Executive Directors Shares owned outright Share ownership as a percentage of Board fees

Sherry Coutu 54,305 196%

Martin Hellawell 75,751 103%

David Gammon 95,502 391%

Rachel Izzard 21,851 89%

Christopher Mairs

365 1%

Daniel Labbad 24,674 123%

1 For the purposes of determining the value of Director shareholdings, the individual’s 2026 salary/base fee and the

share price as at 31 December 2025 have been used (£3.002 per share).

2 Between 31 December 2025 and 30 March 2026, Eben Upton has purchased 71,927 additional shares, taking his

total shareholding, including that of his connected person, to 3,136,728. The shareholding for Richard Boult has

not changed since 31 December 2025.

3 Awards are market value options granted on 11 June 2024. The exercise price was set at the offer price of £2.80.

4 Note that this includes shares owned by a connected person.

5 Christopher Mairs stepped down from his role as member of the Remuneration Committee in the year but

remains Chair of the Sustainability Committee and a member of the Board.

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 2025 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 following our listing in June 2024. The base point in the chart

for the Company equates to the offer price of 280 pence per share. The table opposite

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

Value (£)

FTSE 250

FTSE 250 – TSR

Raspberry Pi

10/06/2024

13/12/2024

31/12/2025

100

150

200

250

300

2025 2024

CEO single figure of remuneration £845k £1,003k

Annual bonus pay-out (as a % of max) 50.4% 10%

LTIP vesting out-turn (as a % of max)

No award

yet vested

No award

yet vested

Percentage change in remuneration of the Board of Directors

The table below sets out the percentage change in salary, taxable benefits and annual

bonus set out in the single figure of remuneration tables on page 74 paid to each Director

inrespect of the year ended 31 December 2024 and the year ended 31 December 2025,

compared to that of the average change for employees. The larger percentage changes

reflect the fact that performance targets linked to some payouts were achieved in 2025,

most notably that linked to adjusted operating profit.

Executive Directors

Eben Upton 28% 100% 556%

Richard Boult 30% 100% 555%

Average % change 2024 to 2025

Salary and fees Benefits Annual bonus

Directors’ remuneration report continued

76 Raspberry Pi Holdings plc Annual Report and Accounts 2025

Percentage change in remuneration of the Board of Directors continued

Average % change 2024 to 2025

Salary and fees Benefits Annual bonus

Non-Executive Directors

Martin Hellawell 77% n/a n/a

Sherry Coutu 76% n/a n/a

David Gammon 48% n/a n/a

Rachel Izzard 73% n/a n/a

Christopher Mairs 73% n/a n/a

Daniel Labbad 76% n/a n/a

Employee average 3% 76% 70%

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 given this does not give an accurate representation of the pay approach

across the business. This aligns with the CEO single figure.

Year Methodology

percentile

pay ratio

percentile

pay ratio

percentile

pay ratio

2025 A: Full employee pay calculation 17 10 5

2024 A: Full employee pay calculation 12 7 4

As shown, the pay ratio has increased from the prior year. This is due to 50.4% of the

executive team performance bonus target being achieved in 2025. The increase also arises

from the salary increases awarded only part way through 2024 to Directors, as a result of

the company listing on the London Stock Exchange.

Relative importance of the spend on pay

The table below illustrates the total expenditure on remuneration in 2024 and 2025 for all of

the Company’s employees compared to dividends payable to shareholders. Reflecting its

business strategy, the business does not currently pay dividends.

2025

2024

Total expenditure on remuneration £20.0m £15.0m

Dividends payable to shareholders/share buybacks — —

Consideration by the Directors of matters relating to Directors’ remuneration

The Remuneration Committee is chaired by Sherry Coutu CBE and comprised Rachel Izzard

and Chris Mairs until 25 November 2025 when Chris Mairs stepped down and Martin Hellawell

was appointed to the Remuneration Committee. Details of their attendance is set out on

page 59. The Remuneration Committee met four times during 2025. Other attendees

present at these meetings by invitation at various points were the CEO, the CFO, the

Company Chair and the General Counsel. No individual took part in decision making when

their own remuneration was being determined.

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.

During the year, the Remuneration Committee received advice from Deloitte LLP. Advice to

the Committee included pay benchmarking and incentive design for which Deloitte LLP was

paid £92,500. This was charged on a time and expenses basis. 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 taxation services and the operation of its

share plans.

Directors’ remuneration report continued

77 Raspberry Pi Holdings plc Annual Report and Accounts 2025

Workforce remuneration and engagement

The Committee is kept aware of the approach to remuneration across the business

andtakes 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. At the November meeting,

theCommittee reviewed details on the approach to reward operated across the business

toensure they had insight and analysis on the broader workforce pay approach to guide

theirthinking.

Engagement with shareholders

The Remuneration Committee undertook significant engagement with shareholders as part

of the development of the inaugural Remuneration Policy. This input guided the final design

of the Policy, as described in last year’s Annual Report. The Committee will continue to

engage with shareholders on key remuneration matters as they arise, and is committed

toensuring open and receptive dialogue with shareholders.

External Board appointments

Executive Directors are not 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 and use of equity

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 ten-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 2026, is 2.1%, meaning we

have significant headroom of 11.9% 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

The voting outcomes for the 2024 Remuneration Policy and 2024 Directors’ Remuneration

Report were as follows:

Votes

for

Votes

against

Total

votes

cast

Votes

withheld

(abstentions)

2024

Remuneration

Policy 154,258,061 99.93% 100,525 0.07% 154,358,586 28,452

2024 Directors’

Remuneration

Report 154,315,505 99.97% 45,721 0.03% 154,361,226 25,812

Sherry Coutu CBE

Chair of the Remuneration Committee

30March 2026

Directors’ remuneration report continued

78 Raspberry Pi Holdings plc Annual Report and Accounts 2025

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 2025.

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

UKListing Rule 6.6.1R, can be located as follows:

Disclosure Location

Future business

development

Page 12 of the Strategic Report

People, culture and

employee engagement

Pages 22 and 23 of the Strategic Report and page 60 of the

Corporate Governance Report

Directors who held

office during the period

and their responsibilities

Pages 56 and 57 of the Corporate Governance Report

Directors’ interests

Pages 75 and 76 of the Directors’ Remuneration Report

Details of long-term

incentive schemes

Pages 72 and 73 of the Directors’ Remuneration Report

Greenhouse gas

emissions

Page 40 of the SECR disclosures

The Strategic Report and the Directors’ Report together constitute the Management Report

for the purposes of DTR 4.1.5R and DTR 4.1.8R.

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.

Annual general meeting

The 2026 annual general meeting of the Company will be held on 4 June 2026 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 56 and 57. Details of the Directors’ interests in

shares can be found in the Directors’ Remuneration Report on pages 75 and 76. 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.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

79 Raspberry Pi Holdings plc Annual Report and Accounts 2025

Research and development

We prioritise in-house development with a small, highly skilled engineering team, releasing

newcore hardware every three to four years. During the year, our investment included the

finalisation of the Raspberry Pi 500+, the ongoing development of Raspberry Pi 6 and

related semiconductor products and further microcontroller variants.

In accordance with IAS 38 “Intangible Assets”, internal development costs are capitalised

when the criteria outlined in critical judgement 2.5.1 on pages 101 and 102 are met.

Research and development costs were $22.5 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.

Increased investment in innovation, together with a higher proportion of projects that did not

meet the Group’s capitalisation criteria, resulted in the value of development costs capitalised

being broadly in line with the amortisation of previously capitalised costs.

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. At the year end, all

financial instruments, except forward contracts measured at fair value through profit or loss

(“FVTPL”), 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 2025.

Share capital

As of 31December 2025, the Company’s share capital consisted of 193,582,149 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 2025, 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.

31December 2025

Number of voting

rights

Percentage of

voting rights held

Raspberry Pi Foundation 90,326,121 46.66

Arm Technology Investments 16,252,185 8.40

Lansdowne Partners 13,933,481 7.20

Steve White Investment Management 8,000,000 4.13

Ezrah Charitable Trust 6,430,098 3.32

Between 1January 2026 and 23 March 2026, being the latest practicable date before the

publication of this report, the Company received a further notification under DTR 5, with

changes to the following shareholdings:

Number of voting

rights

Percentage of

voting rights held

Lansdowne Partners 15,162,865 7.83

Steve White Investment Management 8,607,078 4.44

Legal & General Investment Management 7,763,596 4.01

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.

Directors’ report continued

80 Raspberry Pi Holdings plc Annual Report and Accounts 2025

Shareholder and voting rights continued

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

requires prior approval to deal in the Company’s securities.

Controlling shareholders

A “controlling shareholder” is defined in the UK Listing Rules (“UKLR”) 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 2025, the Raspberry Pi Foundation through its

subsidiary Raspberry Pi Mid Co Ltd holds a 46.66% 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

UKLR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 49.98%, 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 2025 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

30March 2026

Directors’ report continued

81 Raspberry Pi Holdings plc Annual Report and Accounts 2025

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 FRS101 “Reduced Disclosure Framework” (“FRS 101”) 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 United

Kingdom Accounting Standards, comprising FRS 101 “Reduced Disclosure Framework”

have been followed, subject to any material departures disclosed and explained in the

financial statements; and

• prepare the financial statements on the going concern basis unless it is inappropriate

topresume that the Group and Company will continue in business.

The Directors are responsible for 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 56 and 57, 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 auditor is 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 auditor is 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 30March 2026 and signed on its

behalfby:

Dr Eben Upton CBE FREng

Chief Executive Officer and Founder

30March 2026

Statement of Directors’ responsibilities

82 Raspberry Pi Holdings plc Annual Report and Accounts 2025

83 Raspberry Pi Holdings plc Annual Report and Accounts 2025

Financial statements

Inside this section:

Independent auditor’s report

Consolidated statement of comprehensive income

Consolidated statement of financialposition

Consolidated statement of changes inequity

Consolidated statement of cash flows

100

Notes to the consolidated financialstatements

127

Company balance sheet

127

Company statement of changes inequity

128

Notes to the Company financial statements

132

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 year ended 31 December 2025,

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 parent company financial

statements is applicable law and United Kingdom Accounting Standards, including

Financial Reporting Standard 101 “Reduced Disclosure Framework” (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 2025 and of the Group’s profit

and the parent company’s loss for the year 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 challenged management’s assessment of going concern assumptions

and supporting information, including budgets and cash flow forecasts for the period

to30 April 2027.

• We tested the arithmetical accuracy of the model.

• We evaluated historical forecasting accuracy by comparing the forecasts made in 2024

for the current period against the actual results in the current period.

• We considered the actual results of the Group post 31 December 2025 up to the date

ofsigning the audit opinion to determine whether actual results are in line with

budgetedresults.

Independent auditor’s report

to the members of Raspberry Pi Holdings plc

84 Raspberry Pi Holdings plc Annual Report and Accounts 2025

Strategic report – Governance – Financial statements

Conclusions relating to going concern continued

• 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 management’s sensitivities and assessed these for reasonableness and

challenged management’s plans and options for mitigating actions.

• We considered the disclosures concerning the going concern basis of preparation of the

financial statements and assessed these for adequacy and completeness.

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 cost of energy, global uncertainty and scarcity of

resources and supply chain disruptions making it increasingly challenging to manage

inventory and production pipelines, driven by rising prices and uncertainty about future

memory component costs, and 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 12 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: $2,422,000, which represents

approximately 0.75% of the Group’s revenue.

Parent company: $2,422,000, which represents

approximately 0.75% total assets. Parent

company materiality has been capped at

Groupmateriality.

Key audit matters were identified as:

• capitalisation of development costs

(sameas previous year); and

• net realisable value of inventory

(sameasprevious year).

Our Auditor’s Report for the year ended

31December 2024 included no key audit

matters that have not been reported as key

audit matters in our current year’s report.

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, 100%

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 two Group components which

are Raspberry Pi North America Trading Inc

andRaspberry Pi Ireland Ltd.

Independent auditor’s report continued

to the members of Raspberry Pi Holdings plc

85 Raspberry Pi Holdings plc Annual Report and Accounts 2025

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.

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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 a 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 due to the complexity and uncertainty 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;

• for a sample of projects, assessed 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

against IAS 38.

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 63

Our results

Based on our audit work, we did not identify any material errors in respect of the

development costs capitalised during the period.

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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.

There is a risk that inventory may be misstated due to improper valuation.

The valuation of inventory has significant areas of estimation uncertainty due to the rapid

pace of technological advancements and the risk of product obsolescence inherent in the

computer industry. In determining the inventory provision several factors are considered

including market demand, pricing trends and likelihood of future sales which means there

issignificant judgement and estimate involved.

Specifically, there is an increased level of complexity and therefore risk of error when

determining the amounts to be provided against 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;

• assessed whether the provision has been consistently applied in accordance with

IAS2“Inventories”;

• assessed the working used in the provision calculation against the accounting

framework and accounting policy to consider whether the judgements made are

reasonable and applied accurately;

• performed a look back test to compare the inventory provision with prior periods,

toestablish the accuracy of management’s assumptions;

• obtained management’s workings for the inventory provision and tested the numerical

accuracy of the workings by reperforming the calculation and tested that the inventory

has been correctly classified in the calculation;

• evaluated whether assumptions used in the calculation, such as expected usage and

forecasted sales data, were reasonable and consistent with other areas of the financial

statements such as going concern and impairment models;

• for a sample of items with a specific provision, or where management has reason to

override the policy, assessed the reasonableness of the assumptions applied; and

• assessed the adequacy and completeness of the related disclosures in the Annual Report.

Relevant disclosures in the Annual Report and Accounts

• Financial statements: Note 2.5.4 Critical estimate: Net realisable value of inventory,

Note15,Inventories

• Audit and Risk Committee Report: Page 63

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 2025.

We did not identify any key audit matters relating to the audit of the financial statements of the Company only.

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Our application of materiality

We apply the concept of materiality both in planning and performing the Audit and Risk Committee, 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 $2,422,000 (2024: $987,000), which represents 0.75% of revenue

(2024: 5% of profit before tax excluding IPO-related costs).

$2,422,000 (2024: $836,000), based on 0.75% of total assets.

Parentcompany materiality has been capped at Group materiality.

Significant judgements made by

auditor in determining materiality

In determining materiality, we made the following significant judgements:

• We evaluated a range of benchmarks including revenue and profit

before tax.

• Total revenue was determined to be the most appropriate

benchmark because of its prominence in the financial statements

and its significance to stakeholders and key users of accounts.

• Additionally, it serves as a stable benchmark and is appropriate

when comparing to other listed businesses.

• A threshold of 0.75% of revenue is considered to be appropriate,

as it aligns with industry benchmarks and FTSE comparators.

Materiality for the current year is higher than the level that we

determined for the year ended 31 December 2024 to reflect the

growth of the business in the year and the change to a more

appropriate benchmark for the current period of reporting.

In determining materiality, we made the following significant judgement:

• The parent company’s total assets is considered the most

appropriate benchmark because the largest financial statement

line items are investments and intercompany receivables and

principle activity is that of an investment holding company which

does not trade.

Materiality for the current year is higher than the level that we

determined for the year ended 31 December 2024 to reflect

increased total assets.

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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 $1,690,000 (2024: $690,900), which is 70% (2024: 70%) of financial

statement materiality.

The range of component performance materialities used across the

Group was $1,600,000 to $1,430,000.

$1,430,000 (2024: $585,200), which is 85% (2024: 70%) of

Group performance 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

Holdings plc in previous years (for example, the level of uncorrected

misstatements in prior periods).

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 in 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

• our experience with auditing the parent company financial

statements in previous years (for example, the level of

uncorrectedmisstatements in prior periods).

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 $120,000 (2024: $49,400), which represents 5% of financial statement

materiality, and misstatements below that threshold that, in our view,

warrant reporting on qualitative grounds.

$120,000 (2024: $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

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Our application of materiality continued

The graph below illustrates how 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 the Group’s 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 further audit

procedures, by considering:

– 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 obtain

sufficient appropriate audit evidence and to ensure appropriate coverage at the

financial statement level across the Group.

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 the Group level (analytical procedures) were performed on the

Group’s North American and Irish subsidiaries. The Group’s other subsidiary has not

traded and has no balances.

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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.

The Group has a set of centralised controls. We have assessed the design and

implementation of the Group-wide controls including obtaining a sufficient understanding

of its relevant controls over the consolidation process and IT environment.

• Full-scope audit procedures were performed on Raspberry Pi Ltd and specific scope audit

procedures were performed on Raspberry Pi Holdings plc which provided coverage of

100% of Group revenue, 100% of Group total assets and 100% of Group absolute profit

before tax.

• 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.

• Full-scope audit procedures were performed.

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 (2024: 1) 99 (2024: 100) 100 (2024: 100) 81 (2024: 82)

Specific scope audit 1 (2024: 1) 1 (2024: 0) 0 (2024: 0) 19 (2024: 12)

Full-scope and specific

scope procedures

coverage 2 (2024: 2) 100 (2024: 100) 100 (2024: 100) 100 (2024: 94)

Analytical procedures 1 (2024: 1) 0 (2024: 0) 0 (2024: 0) 0 (2024: 6)

Total 3 (2024: 3) 100 100 100

Changes in approach from previous period

• There have been no changes in the overview of the scope of the current year audit from

the scope of that of the prior year.

Other information

The other information comprises the information included in the Annual Report 2025,

otherthan the financial statements and our Auditor’s Report therein. The Directors are

responsible for the other information contained within the Annual Report. 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.

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Our opinions on other matters prescribed by the Companies Act 2006 are unmodified

In our opinion, the part of the Directors’ Remuneration Report to be audited has been

properly prepared in accordance with the Companies Act 2006.

In our opinion, based on the work undertaken in the course of the audit:

• the information given in the Strategic Report and the Directors’ Report for the

financial year for which the financial statements are prepared is consistent with

the financial statements and those reports have been prepared in accordance

withapplicable legal requirements;

• the information about internal control and risk management systems in relation

tofinancial reporting processes and about share capital structures, given in

compliance with rules 7.2.5 and 7.2.6 in the Disclosure Rules and Transparency

Rules sourcebook made by the Financial Conduct Authority (the FCA Rules), is

consistent with the financial statements and has been prepared in accordance

with applicable legal requirements; and

• information about the Company’s Corporate Governance Code and practices

andabout its administrative, management and supervisory bodies and their

committees complies with rules 7.2.2, 7.2.3 and 7.2.7 of the FCA Rules.

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.

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 considered 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 regard to the appropriateness of adopting the going concern

basis of accounting and any material uncertainties identified set out on page 53;

• the Directors’ explanation as to their assessment of the Group’s prospects, the period this

assessment covers and why the period is appropriate set out on page 53;

• the Directors’ 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 53;

• the Directors’ statement on fair, balanced and understandable set out on page 82;

• the Board’s confirmation that it has carried out a robust assessment of the emerging and

principal risks set out on page 41;

• the section of the Annual Report that describes the review of the effectiveness of risk

management and internal control systems set out on page 64; and

• the section describing the work of the Audit and Risk Committee set out on page 62.

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Responsibilities of Directors

As explained more fully in the Directors’ Responsibilities Statement set out on page 82,

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 of, evaluation of 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.

• We corroborated our enquiries through our reading of Board meeting minutes and

through our consideration 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; and

– 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.

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Auditor’s responsibilities for the audit of the financial statements

continued

• 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 2025 to audit the financial statements

forthe year ending 31 December 2025. Our total uninterrupted period of engagement is

twoyears, covering the years ended 31 December 2024 to 31 December 2025.

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

30March 2026

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		Year ended	Year ended
$ million	Notes	31 December 2025	31 December 2024
Revenue	3	323.2	259.5
Cost of sales		(245.4)	(196.3)
Gross profit		77.8	63.2
Other income		0.3	—
Research and development expenses	4	(22.5)	(17.9)
Administrative expenses	5	(27.6)	(27.7)
Operating profit		28.0	17.6
Finance income	8	1.0	1.1
Finance cost	8	(2.5)	(2.4)
Profit before taxation		26.5	16.3
Taxation charge	9	(4.8)	(4.6)
Profit for the year		21.7	11.7
Operating profit		28.0	17.6
Amortisation and depreciation	7	10.5	10.7
EBITDA		38.5	28.3
Employee share schemes	29	7.9	6.0
Non-recurring costs	5	—	2.9
Adjusted EBITDA		46.4	37.2
Earnings per share (cents)
Basic	10	11.22	6.48
Diluted	10	11.00	6.20

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 2025

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$ million	Notes	2025	2024
Assets
Intangible assets	11	83.2	73.2
Property, plant and equipment	12	3.9	4.5
Right-of-use assets	13	8.6	6.1
Other non-current assets	14	1.4	2.3
Total non-current assets		97.1	86.1
Inventories	15	145.3	156.7
Trade and other receivables	16	59.5	36.2
Current tax receivables	16	1.4	6.6
Cash and cash equivalents	17	28.1	45.8
Other financial assets	23	0.2	—
Total current assets		234.5	245.3
Total assets		331.6	331.4
Liabilities
Trade and other payables	18	(60.6)	(96.1)
Provisions	19	(0.3)	(0.7)
Lease liabilities	21	(0.8)	(1.4)
Total current liabilities		(61.7)	(98.2)
Provisions	19	(0.9)	(1.9)
Other non-current liabilities	20	(6.9)	(6.0)
Lease liabilities	21	(8.1)	(4.8)
Deferred tax liabilities	25	(13.2)	(10.1)
Total non-current liabilities		(29.1)	(22.8)
Total liabilities		(90.8)	(121.0)
Net assets		240.8	210.4

At 31 December

		At 31 December	At 31 December
$ million	Notes	2025	2024
Shareholders’ equity
Share capital	26	0.8	0.8
Share premium	26	34.0	32.4
Merger reserve	26	(221.9)	(221.9)
Share-based payments	27	10.6	2.7
Retained earnings	26	417.3	396.4
Total shareholders’ equity		240.8	210.4

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 30 March 2026. They were signed on its behalf by:

Dr Eben Upton CBE FREng Richard Boult

Chief Executive Officer and Founder Chief Financial Officer

Consolidated statement of financial position

As at 31December 2025

Registration number15557387

97 Raspberry Pi Holdings plc Annual Report and Accounts 2025

		Share	Share	Share-based	Merger	Retained
$ million	Notes	capital	premium	payments	reserve	earnings	Total
At 1 January 2024		—	65.4	1.3	—	92.5	159.2
Profit for the year		—	—	—	—	11.7	11.7
Share-based payments	27	—	—	4.7	—	1.6	6.3
Shares issued		—	0.8	—	—	—	0.8
Share reorganisation	A	288.1	(66.2)	—	(221.9)	—	—
Share capital reduction	A	(287.3)	—	—	—	287. 3	—
Share listing proceeds	B	—	40.0	—	—	—	40.0
Share issuance costs	B	—	(7.6)	—	—	—	(7.6)
Share scheme settlement		—	—	(3.3)	—	3.3	—
At 31 December 2024	26	0.8	32.4	2.7	(221.9)	396.4	210.4
Profit for the year		—	—	—	—	21.7	21.7
Share-based payments	27	—	—	8.7	—	(1.6)	7.1
Exercise of share awards		—	0.2	(0.8)	—	0.8	0.2
VAT recovered on IPO-related share issuance costs	C	—	1.4	—	—	—	1.4
At 31 December 2025	26	0.8	34.0	10.6	(221.9)	417.3	240.8

A Share capital reorganisation and reduction

On 23 May 2024, Raspberry Pi Holdings plc acquired Raspberry Pi Ltd in a share-for-share exchange valued at $288.1 million. A shareholder resolution reduced the share capital to its

nominal value, increasing distributable earnings by $287.3 million. Previous share capital and $66.2 million of share premium were derecognised and recorded in merger reserve.

B London Stock Exchange listing

On 11 June 2024, Raspberry Pi Holdings plc listed on the London Stock Exchange, issuing 11.2 million shares at £2.80 each. Net proceeds of $32.4 million after costs of $7.6 million were

deducted from equity.

C VAT recovered on IPO-related share issuance costs

In 2025, the Group recognised $1.4 million of VAT on 2024 listing costs as recoverable following the VAT registration of the parent company. As the original costs were charged to share

premium, the recoverable amount has been credited to the share premium account.

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 2025

98 Raspberry Pi Holdings plc Annual Report and Accounts 2025

		Year ended	Year ended
$ million	Notes	31 December 2025	31 December 2024
Cash flows from operating activities
Operating profit		28.0	17.6
Adjustments for:
Amortisation and depreciation	7	10.5	10.7
Gain on lease assignment	13	(0.3)	—
Prepaid manufacturing charges		0.7	0.7
Employee share schemes	29	7.9	6.0
Research and development tax credit		(0.5)	(0.8)
Fair value gain on derivatives		(0.2)	—
(Decrease)/increase in provisions		(0.2)	0.3
(Increase)/decrease in trade and other receivables		(21.9)	3.5
Decrease/(increase) in inventories		11.2	(51.1)
(Decrease)/increase in trade and other payables		(34.9)	13.0
Cash flows from operating activities		0.3	(0.1)
Interest received	8	0.6	1.1
Tax credit received	16	9.4	—
Tax paid	16	(4.1)	(4.2)
Net cash flows generated from/(used in)
operating activities		6.2	(3.2)
Cash flows from investing activities
Purchase of intangible assets		(16.5)	(20.9)
Purchase of property, plant and equipment	12	(1.8)	(2.2)
Lease incentive received	13	0.3	—
Capitalised initial direct costs on leases		(0.2)	—
Net cash used in investing activities		(18.2)	(23.1)

		Year ended	Year ended
$ million	Notes	31 December 2025	31 December 2024
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
Proceeds from share-based awards exercises		0.2	—
Repayment of principal on lease liabilities	21	(1.1)	(2.2)
Payment of interest on lease liabilities	21	(0.4)	(0.4)
Cash paid for lease assignment		(0.5)	—
Settlement of IP licence payable		(3.0)	—
Interest and other financing charges	8	(1.0)	(0.8)
Net cash (used in)/generated from financing
activities		(5.8)	29.8
Net (decrease)/increase in cash and cash
equivalents		(17.8)	3.5
Cash and cash equivalents at beginning of period	17	45.8	42.2
Effect of exchange rates on cash and cash
equivalents		0.1	0.1
Cash and cash equivalents	17	28.1	45.8

The accompanying notes are an integral part of these consolidated annual financial statements.

Consolidated statement of cash flows

For the year ended 31December 2025

99 Raspberry Pi Holdings plc Annual Report and Accounts 2025

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.

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”).

The consolidated financial statements of Raspberry Pi Holdings plc comprise the results of

Raspberry Pi Holdings plc, Raspberry Pi Ltd, Raspberry Pi North America Inc, Raspberry Pi

Ireland Ltd and the Raspberry Pi Employee Benefit Trust (the “Group”).

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

no cumulative translation reserve.

The standalone entity, Raspberry Pi Holdings plc, prepares its individual financial

statements in accordance with FRS 101 “Reduced Disclosure Framework” (“FRS 101”) and

with the requirements of the Companies Act 2006. This is the Company’s first year applying

FRS 101, having previously prepared its financial statements under Financial Reporting

Standard 102 (“FRS 102”). The transition required no adjustments to previously reported

amounts. Comparatives are presented on an FRS 101 basis and certain line items have

been re-presented to reflect FRS 101 presentation requirements. The transition has had

no material impact on the financial statements, given the substantial alignment of FRS 102

and FRS 101 for a non‑trading parent.

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 did 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.

No changes were made to the underlying book values of Raspberry Pi Ltd and the Group’s

reserves were adjusted to reflect the statutory share capital of Raspberry Pi Holdings plc,

with difference recorded in a 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 2025

100 Raspberry Pi Holdings plc Annual Report and Accounts 2025

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 access to the Revolving Credit Facility (“RCF”), and strong relationships with key

customers and suppliers.

Profitability and financial position: The Group reported a profit of $21.7 million for

the year. Net current assets were $172.8 million, and net current financial assets

totalled $33.1 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). The facility remains undrawn.

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 2027.

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 50%

to 75% reduction in higher density (8GB to 16 GB) LPDDR4 SBC and Compute Module

products with no mitigations other than executive variable pay applied. Even under this

scenario, the Group expects to meet its funding needs for 2026 and 2027, 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 highly unlikely.

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

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. During the year, our investment included the

finalisation of the Raspberry Pi 500+, the ongoing development of Raspberry Pi 6 and

related semiconductor products and further microcontroller variants.

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 and reliably

measurable, and relate to future new products that are considered technically feasible and

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.

	2025	2025		2024	2024
$ million	Capitalised	Total	%	Capitalised	Total	%
Internal costs	6.8	20.4	33%	8.1	17.6	46%
External costs	6.7	8.8	76%	12.5	14.6	86%
Directly
attributable R&D
– cash	13.5	29.2	46%	20.6	32.2	64%
Amortisation	6.8	8.2	83%	6.0	7.4	81%
Depreciation	0.3	1.3	23%	—	—	—
Total directly
attributable R&D	20.6	38.7	53%	26.6	39.6	67%

Notes to the consolidated financial statements continued

For the year ended 31December 2025

101 Raspberry Pi Holdings plc Annual Report and Accounts 2025

2 Basis of presentation and accounting policies continued

2.5 Critical accounting judgements and estimates continued

2.5.1 Critical judgement: Capitalisation of internal and external development costs

continued

Overall R&D investment has decreased, with total costs falling from $39.6 million in 2024 to

$38.7 million in 2025. Capitalisation of R&D costs in 2025 is 53% of total costs capitalised

(2024: 67%). The value of costs being capitalised exceeds amortisation by $12.4 million

(2024: $19.2 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 two main CGUs: Pi 5 and semiconductors. 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 is materially all part of the semiconductor CGU. The recoverable amount of the

semiconductor CGU is assessed based on the collective earnings of all products in the

CGU. The remaining products, including cameras and other accessories, do not share the

same level of interdependency and are assessed individually for impairment purposes.

2.5.3 Critical estimate: Useful economic lives ("UEL") of intangible assets

The Group determines the UEL of intangible assets at initial recognition and reviews them

at each reporting date. During the year, the useful life of on-market semiconductors was

revised from six to eight years based on updated assessments of expected future use

and economic benefits. As a result, the annual amortisation charge decreased by

$1.4 million. The historical cost remains unchanged and the remaining cost is now

spread over a longer period.

2.5.4 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

2025, the total inventory provision was $6.6 million (2024: $6.2 million). Given the inherent

uncertainties, changes in market conditions, technological developments, or consumer

preferences could materially impact the carrying value of inventory.

Notes to the consolidated financial statements continued

For the year ended 31December 2025

102 Raspberry Pi Holdings plc Annual Report and Accounts 2025

2 Basis of presentation and accounting policies continued

2.5 Critical accounting judgements and estimates continued

2.5.5 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 and 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. For the year ended 31 December 2025, the Group is eligible to claim

the benefit of the patent box regime on income generated from the sale of products that

incorporate technology for which the Group received a patent in 2025. Judgement is

required to determine the income and costs related to the eligible income. The risk of error

has been mitigated through the use of external experts with detailed knowledge of the

patent box regime. 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.

2.6 Critical accounting judgements and estimates (relating to the IPO)

In the prior year, which included the Group’s IPO, several non-recurring accounting

judgements were required. For 2025, we have retained only those judgements that remain

relevant to understanding the 2024 comparative information.

2.6.1 Critical judgement: Determination of the grant date share price and option life for

IPO share awards

On 11 June 2024, employee share awards were approved and finalised prior to the

Company’s Admission to the London Stock Exchange. IFRS 2 requires that the fair value of

share-based payments is measured at the grant date. Management determined the offer

price of £2.80 ($3.56) as the appropriate share price for valuation at that date. The grant

date is defined under IFRS 2 as the date when both the Company and participants have a

mutual understanding of the key terms of the award, which was confirmed to employees

prior to Admission.

The fair value of the IPO awards was therefore measured using this offer price. Subsequent

increases in share price would have significantly changed the valuation if a later date were

used. The resulting IFRS 2 charge is recognised over the three-year vesting period.

Management also estimates the expected option life, applying an average of five years

based on benchmarking and employee attrition assumptions.

For subsequent share awards, the same valuation approach is applied, using the opening

share price on the day of grant as the reference for determining fair value.

2.6.2 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.

At the time the costs were incurred, only a limited recovery of input VAT was available, so

the full expense was charged to share premium. During 2025, it was possible to reclaim

$1.4 million of VAT from HMRC. As the original costs were charged to share premium, the

amounts recoverable were also accounted for as an increase in share premium.

Notes to the consolidated financial statements continued

For the year ended 31December 2025

103 Raspberry Pi Holdings plc Annual Report and Accounts 2025

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 payment charges and non-recurring items.

Adjusted operating profit is a non-IFRS measure comprising operating profit adding back

share-based payment charges and non-recurring items.

Adjusted research and development expense is a non-IFRS measure comprising research

and development expense adjusted for amortisation, share-based payment 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 adjusted for depreciation, share-based payment 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 merit 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 Holdings plc in 2024 except for the following standards,

amendments and interpretations which have been adopted from 1 January 2025.

New or revised standards or interpretations

From 1 January 2025, Amendments to IAS 21 “Lack of Exchangeability” became effective

for the Group’s consolidated financial statements.

The amendments introduce requirements for assessing currency exchangeability and

estimating a spot exchange rate when observable rates are unavailable.

Management assessed all currencies in which the Group transacts and concluded that no

lack of exchangeability existed during the year. Accordingly, the amendments had no

material impact on the Group’s financial statements.

Standards, amendments and interpretations not yet effective and not early adopted

At the date of authorisation of these consolidated financial statements, several new,

but not yet effective, standards and amendments to existing standards, and interpretations

have been published by the IASB or IFRIC. None of these standards or amendments to

existing standards have been adopted early by the Group and no interpretations have been

issued that are applicable and need to be taken into consideration by the Group at either

reporting date.

The Group has not early adopted amendments to IFRS 9 relating to derecognition of certain

financial assets and liabilities and assessment of contractual cash flows characteristics.

The Group is assessing the potential impact of these amendments which will be applied

from 1 January 2026.

In April 2024, the IASB issued IFRS 18, which replaces IAS 1 “Presentation of Financial

Statements”. Although IFRS 18 includes many of the requirements of IAS 1, it introduces

new requirements to better structure financial statements and to provide more detailed and

useful information to investors.

IFRS 18 is effective for annual periods beginning on or after 1 January 2027, with

earlier application permitted. IFRS 18 will be applied retrospectively with specific

transitional provisions.

The Group is currently working to identify all of the impacts that IFRS 18 will have on the

primary financial statements and notes to the financial statements.

Other new standards, amendments and interpretations not adopted in the current year have

not been disclosed as they are not expected to have a material impact on the Group’s

consolidated financial statements.

Notes to the consolidated financial statements continued

For the year ended 31December 2025

104 Raspberry Pi Holdings plc Annual Report and Accounts 2025

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 2025	31 December 2024
Products	247.0	181.2
Components	60.2	61.2
Royalties	15.0	15.9
Other	1.0	1.2
	323.2	259.5

	Year ended	Year ended
$ million – by customer location	31 December 2025	31 December 2024
UK	121.8	118.4
Europe	64.3	48.1
Americas	76.1	49.9
Asia Pacific	59.2	40.8
Rest of the World	1.8	2.3
	323.2	259.5

Included within Americas region is $69.0 million (2024: $44.2 million) of revenue which

is attributable to the United States of America, representing the Group’s largest end market

by revenue.

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 accruals 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 $83.2 million or 26% (2024: $69.5 million or 27%) of revenues from a

major electronic component distributor. Sales to the contract manufacturer accounted for

$18.8 million or 6% of total revenues (2024: $36.9 million or 14%). 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 2025	31 December 2024
Employee costs of internal engineers	15.9	14.4
Employee share schemes	4.5	3.2
Costs of external services and materials	8.8	14.6
Intangibles amortisation	13.6	12.3
Capitalised amortisation	(6.8)	(6.0)
Capitalised research and development costs	(13.5)	(20.6)
	22.5	17.9

5 Administrative expenses

	Year ended	Year ended
$ million	31 December 2025	31 December 2024
Employee costs	11.5	8.7
Employee share schemes	3.4	2.4
Other employee-related costs	2.1	2.2
Professional fees	3.7	3.2
Depreciation	3.7	4.4
Property-related costs	1.4	1.2
Other expenses	1.8	2.7
Non-recurring costs	—	2.9
	27.6	27.7

Notes to the consolidated financial statements continued

For the year ended 31December 2025

105 Raspberry Pi Holdings plc Annual Report and Accounts 2025

5 Administrative expenses continued

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 consisted of IPO‑related costs of $2.9 million. No such costs were incurred in 2025.

Professional fees include audit and interim review services obtained from the Group auditor,

Grant Thornton UK LLP. Details of its fees are as follows:

		Year ended	Year ended
$ million		31 December 2025	31 December 2024
Fees payable to the Group auditor for:
•	the audit of the parent entity and consolidated
	financial statements	0.1	0.2
•	the audit of subsidiary pursuant to legislation	0.6	0.4
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	0.1	0.2
		0.8	2.0

6 Employee information

	Year ended	Year ended
$ million	31 December 2025	31 December 2024
Wages and salaries	22.8	19.0
Social security costs	2.0	2.0
Pension costs	1.8	1.4
Share-based payments	8.7	4.7
Employee costs capitalised	(6.8)	(8.1)
	28.5	19.0

Further details on share-based payments are provided in Note 27 and employee costs

capitalised in Note 2.5.1.

	Year ended	Year ended
Average headcount	31 December 2025	31 December 2024
Engineering	67	66
Corporate and administrative	22	16
Communications and publishing	14	16
Sales and product management	24	26
Retail	7	10
	134	134

Directors’ remuneration

	Year ended	Year ended
$ million	31 December 2025	31 December 2024
Remuneration	2.4	2.1
Pension contributions to defined contribution pension
scheme	0.1	—
Share-based payments	0.7	0.2
	3.2	2.3

The pension contribution for Directors in 2024 was $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 2025 amounted to $1.3 million

(2024: $0.7 million). In both 2025 and 2024, there was one Director who was a member

of the defined contribution scheme.

The aggregate Directors' remuneration above includes fees paid to Non-Executive Directors.

The employee headcount and staff cost disclosures exclude Non-Executive Directors, who

are engaged under letters of appointment rather than as employees. Further details of

Directors' remuneration are set out in the Directors' Remuneration Report.

Notes to the consolidated financial statements continued

For the year ended 31December 2025

106 Raspberry Pi Holdings plc Annual Report and Accounts 2025

7 Depreciation and amortisation

	Year ended	Year ended
$ million	31 December 2025	31 December 2024
Depreciation of property, plant and equipment	2.4	2.8
Depreciation of right-of-use assets	1.6	1.6
Amortisation of intangible assets	13.6	12.3
Plant and equipment depreciation capitalised	(0.3)	—
Intangible amortisation capitalised	(6.8)	(6.0)
	10.5	10.7

8 Net financing items

	Year ended	Year ended
$ million	31 December 2025	31 December 2024
Finance income
Bank and other interest receivable	1.0	1.1
Finance costs
Bank interest payable and similar charges	(1.0)	(0.8)
Interest on lease liabilities	(0.4)	(0.4)
Unwinding of discounts	(1.3)	(1.2)
Foreign exchange	0.2	—
	(2.5)	(2.4)
Net financing items	(1.5)	(1.3)

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

and from amounts receivable from HMRC. 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 2025	31 December 2024
Current tax:
Current taxation charge	4.9	3.3
Adjustments in respect of previous periods	(1.8)	0.1
	3.1	3.4
Deferred tax:
Deferred taxation charge	1.4	1.6
Adjustment in respect of previous periods	0.3	(0.4)
	1.7	1.2
Taxation charge for the year	4.8	4.6

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 2025	31 December 2024
Profit before taxation	26.5	16.3
Corporation tax at an effective rate of 25% (2024: 25%)	6.6	4.1
Effect of:
Adjustments in respect of prior years	(1.5)	(0.3)
Expenses not deductible for tax purposes	—	0.8
Foreign exchange	(0.5)	—
Share-based payments	1.6	—
Effect of group relief/other reliefs	(1.4)	—
Taxation charge for the year	4.8	4.6

Notes to the consolidated financial statements continued

For the year ended 31December 2025

107 Raspberry Pi Holdings plc Annual Report and Accounts 2025

9 Taxation charge continued

In 2025, the total effective tax rate was 18.1%, which is lower than the underlying rate of

25%. The difference from the statutory rate of 25% is due to four factors. The relief for

share-based payments differs for accounting and tax purposes, and that resulted in an

increase in the effective tax rate by 6.1%. There were three factors reducing the effective

tax rate. Changes in estimates for prior year taxation resulted in a net reduction of 5.7%.

For 2023 there was some uncertainty of treatment for an item in the tax return and a

provision was made accordingly. In 2025, third party, expert advice was received confirming

the technical position taken, such that the provision was no longer necessary. In 2025 a

patent was granted, allowing the Group to claim certain tax reliefs, reducing the effective

rate by 5.7%. Lastly, there was a reduction of 1.9% owing to foreign exchange differences.

In 2024 effective tax rate was 28.2%, higher than the underlying 25%, which was mainly due

to $2.9 million in non-recurring IPO-related costs, which were largely non-deductible for

tax purposes.

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	2025	2024
Profit after tax ($ million)	21.7	11.7
Weighted average number of shares in issue during the period	193,477,224	180,669,421
Shares held in Employee Benefit Trust	(155,226)	(155,226)
Total number of shares for basic EPS	193,321,998	180,514,195
Basic earnings per share (cents)	11.22	6.48
Dilutive effect of legacy performance shares scheme	—	7,638,832
Dilutive effect of post-IPO schemes	3,935,355	546,798
Weighted average dilutive number of shares during the period	197,257,353	188,699,825
Diluted earnings per share (cents)	11.00	6.20

Adjusted earnings per share	2025	2024
Profit after tax ($ million)	21.7	11.7
Non-recurring costs – disallowable for tax ($ million)	—	2.9
Employee share schemes ($ million)	7.9	6.0
Tax on employee share schemes ($ million)	(1.6)	(1.3)
Adjusted profit after tax ($ million)	28.0	19.3
Total number of shares for basic EPS	193,321,998	180,514,195
Adjusted basic earnings per share (cents)	14.48	10.69
Weighted average dilutive number of shares in the period	197,257,353	188,699,825
Adjusted diluted earnings per share (cents)	14.19	10.23

Notes to the consolidated financial statements continued

For the year ended 31December 2025

108 Raspberry Pi Holdings plc Annual Report and Accounts 2025

11 Intangible assets

	On-market	Pipeline	Other acquired
$ million	development	development	intangibles	Total
Cost
At 1 January 2024	25.7	21.2	21.1	68.0
Additions	—	26.6	0.3	26.9
Transfers	13.3	(13.3)	—	—
At 31 December 2024	39.0	34.5	21.4	94.9
Additions	—	20.6	3.0	23.6
Transfers	1.2	(1.2)	—	—
At 31 December 2025	40.2	53.9	24.4	118.5
Amortisation
At 1 January 2024	(7.9)	—	(1.5)	(9.4)
Charge	(4.9)	—	(7.4)	(12.3)
At 31 December 2024	(12.8)	—	(8.9)	(21.7)
Charge	(5.4)	—	(8.2)	(13.6)
At 31 December 2025	(18.2)	—	(17.1)	(35.3)
Net book value:
At 31 December 2025	22.0	53.9	7.3	83.2
At 31 December 2024	26.2	34.5	12.5	73.2

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 67 (2024: 66),

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 is amortised from its market launch date over a life of three years

for accessories, four years for SBCs, and eight years for microcontrollers. The useful

economic life of microcontrollers was extended from six years as described in Note 2.5.3.

Impairment testing is performed only when an internal or external impairment trigger

is identified.

Pipeline development in progress is 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.

The 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 testing

Impairment testing is performed at the CGU level in line with IAS 36, and as explained in the

critical estimate on CGU determination in Note 2.5.2.

Management has determined that the assets associated with the Pi 5 product group and

the semiconductor product group each constitute individual CGUs representing the lowest

level at which impairment can be assessed.

The projected cash flows arising from the CGUs are forecast over the expected product

demand lifecycle, which may extend up to 20 years from the launch date, and which may

exceed the assets' estimated useful economic life ("UEL") of three to eight years. Beyond the

period of peak performance, cash flows are projected on a declining basis of up to 30% per

annum until management considers the horizon to be reasonable. This is consistent with

the critical estimate on CGU determination outlined in Note 2.5.2.

On-market developments were assessed for the following impairment triggers:

External impairment triggers: Market decline, economic changes, increased competition,

technological obsolescence, interest rate shifts, and legal or political factors.

Internal impairment triggers: Underperformance, asset utilisation changes, physical

damage, restructuring, reduced useful life, and licensing or contractual issues.

For the year ended 31 December 2025, an impairment trigger was identified for the Pi 5

CGU due to current and increasing memory prices, which began rising in the second half of

2025. Accordingly, management performed an impairment assessment of the CGU. No

other impairment triggers were identified. The assessment was performed solely in

response to memory price increases.

As development projects must undertake a mandatory impairment test, this is performed

at the CGU level as explained in the critical estimate on CGU determination in Note 2.5.2.

Additionally, various other/accessory items are evaluated at the project unit item level, as

these products are generally less dependent on core technology capabilities than the core

development platforms. No impairment indicator was identified for these products.

Notes to the consolidated financial statements continued

For the year ended 31December 2025

109 Raspberry Pi Holdings plc Annual Report and Accounts 2025

11 Intangible assets continued

Semiconductor CGU

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. Cash flows have been projected using a three-year

forecast, being the period for which detailed projections are available. Cash flows are

initially projected on a growth basis before declining at up to 30% per annum once peak

performance has been reached, until management considers the horizon to be reasonable.

The total projection period therefore extends beyond five years in aggregate. Cash flows are

projected based on expected revenue and cost patterns for the products. In the case of

semiconductors developed for use in future products, management has based its 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 17.3% (2024: 15.7%) 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. The assessment indicated significant

headroom and no impairment has been recognised. Management does not consider that

any reasonably possible change, or combination of changes, in key assumptions including

discount rates, cash flow projections, and demand decline rates, would result in an 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.

Pi 5 CGU

An impairment assessment was performed for the Pi 5 CGU due to an identified trigger

from rising memory prices, which was not present in 2024. Cash flows were based on

forecasts over a three-year budget period, with the model extending to a five-year horizon.

Beyond the budget period, future pipeline development has been modelled based on

expected sales over the product lifecycle, with cash flows projected on a declining basis of

up to 30% beyond the period of peak revenues. Budgeted gross profit has been used, with

revenue projections reflecting management's expectations for unit sales volumes and ASP.

A pre-tax discount rate of 17.3% has been applied, reflecting the time value of money and

CGU-specific risks. While rising memory prices present an identified risk, the Group increased

its ASP in line with cost growth, maintaining gross profit per board at historic levels.

Management's assessment considered the interdependencies between memory costs, unit

sales volumes and margin when stress-testing key assumptions. Management does not

consider that any reasonably possible change, or combination of changes, in key

assumptions would result in an impairment. Following the assessment, management

concluded that the recoverable amount of the Pi 5 CGU exceeded its carrying amount

and no impairment was recognised.

12 Property, plant and equipment

			Office and
	Leasehold	Plant and	computer
$ million	improvements	equipment	equipment	Total
Cost
At 1 January 2024	1.7	8.8	2.5	13.0
Additions	0.5	1.2	0.5	2.2
At 31 December 2024	2.2	10.0	3.0	15.2
Additions	0.1	1.5	0.2	1.8
At 31 December 2025	2.3	11.5	3.2	17.0
Depreciation
At 1 January 2024	(0.2)	(6.4)	(1.3)	(7.9)
Charge	(0.5)	(1.7)	(0.6)	(2.8)
At 31 December 2024	(0.7)	(8.1)	(1.9)	(10.7)
Charge	(0.4)	(1.3)	(0.7)	(2.4)
At 31 December 2025	(1.1)	(9.4)	(2.6)	(13.1)
Net book value:
At 31 December 2025	1.2	2.1	0.6	3.9
At 31 December 2024	1.5	1.9	1.1	4.5

As at 31 December 2025, $4.2 million of fully depreciated property, plant and equipment

was still in use (2024: $1.7 million).

Notes to the consolidated financial statements continued

For the year ended 31December 2025

110 Raspberry Pi Holdings plc Annual Report and Accounts 2025

13 Right-of-use ("ROU") assets

$ million	2025	2024
At 1 January	6.1	6.7
Remeasurements	4.5	1.0
Derecognition	(0.4)	—
Depreciation	(1.6)	(1.6)
	8.6	6.1

ROU assets relate to the Group’s property leases over its office building and its warehouse

in Suffolk. Leases include variable payments and termination or extension options.

During the year, the Group assigned its former office lease which was previously impaired

when it was vacated. The ROU asset, lease liability, and dilapidation provision were

derecognised, resulting in a $0.3 million gain, net of exit costs.

The lease on the current office building was also extended, giving rise to a lease

modification and remeasurement of the ROU and corresponding lease liability.

ROU assets are depreciated over the shorter of the asset’s useful life and the lease term

on a straight-line basis.

Details in respect of the Group’s lease liabilities are disclosed in Note 21.

14 Other non-current assets

$ million	2025	2024
Prepaid manufacturing cost	1.3	2.0
Deferred tax asset	0.1	0.3
	1.4	2.3

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 2025, $0.7 million (2024: $0.7 million),

which is the portion of the prepayment that will be amortised within the next year, is

classified as a current asset, while the remaining portion of $1.3 million (2024: $2.0 million)

is classified as non-current.

15 Inventories

$ million	2025	2024
Components	114.1	92.9
Finished goods	31.2	63.8
	145.3	156.7

Inventories are stated net of provisions for write-downs to net realisable value, which are

recognised as an expense in profit or loss. The movements in inventories presented in the

cash flow statement reflect the net change in inventory balances after these provisions, net

of the fair value adjustment in relation to the extended payable as discussed in Note 18.

Accordingly, separate presentation of write-downs as non-cash adjustments in the

reconciliation of profit to cash flows is not considered necessary.

During the year, $235.5 million (2024: $191.8 million) of inventories were charged as cost

of sales. Write-downs of inventories to net realisable value amounted to $1.5 million

(2024: $1.5 million). These were recognised as an expense during the year ended

31 December 2025 and included in cost of goods sold. The Group recorded an amount

of $1.1 million (2024: $4.2 million) as income resulting from reversal of inventory write-

downs that were previously recognised. The income was recognised within cost of sales

to reverse the original expense. The remaining provision within inventories of $6.6 million

(2024: $6.2 million) is for anticipated future obsolescence on specific slow-moving units.

As at 31 December 2025, $5.3 million (2024: $3.5 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 2025

111 Raspberry Pi Holdings plc Annual Report and Accounts 2025

16 Trade and other receivables

The Group considers that the carrying amount of trade and other receivables is a

reasonable approximation of their fair value due to their short-term nature.

$ million	2025	2024
Trade receivables	52.6	31.0
Prepayments	4.5	3.6
VAT receivable	1.6	0.9
Other receivables	0.8	0.7
	59.5	36.2

The Group applies the IFRS 9 simplified approach to measuring expected credit losses

which uses a lifetime expected loss allowance for all trade receivables. Management has

assessed the expected credit losses on trade receivables and determined that no loss

allowance is required in 2025 (2024: $nil). Accordingly, no movement in the expected credit

loss provision has been recognised in administrative expenses in the Consolidated

Statement of Comprehensive Income. In 2025, Raspberry Pi Holdings plc was registered for

VAT to account for VAT on intercompany services. This allowed a reclaim of VAT on some

of the costs incurred as part of the IPO. As the registration and reclaim of VAT occurred

towards the end of 2025 the amount reclaimed was still outstanding at the year end but

was repaid by HMRC in February 2026.

$ million	2025	2024
Current tax receivable	1.4	6.6

Owing to its size, the Group has to pay all of its expected corporation tax liability for the

financial year, during the calendar year. In calculating and paying this corporation tax, no

account can be taken of the Research and Development Expenditure Credit (“RDEC”) that is

claimed in the tax return and paid out by HMRC. This means that at the year end there is

normally a current tax receivable. In 2025, the 2024 tax returns were submitted earlier than

in previous years, meaning that RDEC for both 2023 and 2024 were received during 2025,

reducing the net receivable at the end of 2025 compared to 2024.

17 Cash and cash equivalents

$ million	2025	2024
Cash at bank	11.1	5.8
Money market deposits	17.0	40.0
	28.1	45.8

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-1 (S&P), P-1 (Moody’s), and F1 (Fitch); and in a money

market fund managed by JP Morgan Chase & Co with credit ratings of A-1 (S&P), P-1

(Moody’s) and F1+ (Fitch).

18 Trade and other payables

$ million	2025	2024
Trade payables	46.5	83.1
Accruals and other payables	6.5	7.1
Repurchase liabilities	5.9	4.4
Other taxation and social security	1.2	1.0
Deferred income – RDEC	0.5	0.5
	60.6	96.1

In 2024, the Group had extended payment terms of nine to twelve months with two

electronic component suppliers. Supplier invoices totalling $52.2 million were discounted to

$51.0 million with reference to observable market interest rates. These payables remained

classified within the normal operating cycle.

As at 31 December 2025, there is no outstanding balance under these extended term

agreements and no such arrangements are still in place. All trade payables are now subject

to standard 30 to 45-day terms and are considered by management to approximate to their

fair value.

Repurchase liabilities 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 the Group.

Notes to the consolidated financial statements continued

For the year ended 31December 2025

112 Raspberry Pi Holdings plc Annual Report and Accounts 2025

19 Provisions

$ million	2025	2024
Less than one year	0.3	0.7
Between one and five years	0.9	1.9
	1.2	2.6

Employee provisions relate to the estimate of future employer National Insurance

contributions due on share-based compensation awards which will be payable upon

vesting between 2026 and 2032. $0.1 million of this employee provision relates to the

shares vesting in the 12 months after the year end.

Property provisions relate to clauses to restore property leases to their original condition

of the property at the end of the lease.

Movements in these provisions are presented set out below:

$ million	Property	Employee	Others	Total
As at 1 January	0.9	1.3	0.4	2.6
Additions	—	—	—	—
Utilised	—	(0.1)	—	(0.1)
Released	(0.3)	(0.8)	(0.2)	(1.3)
	0.6	0.4	0.2	1.2

20 Other non-current liabilities

$ million	2025	2024
Deferred income – RDEC	6.9	4.7
Licence payables	—	1.3
	6.9	6.0

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. The table below shows the reconciliation of the total

movement in both current of $0.5 million, as shown in Note 18, and non-current of

$6.9 million.

$ million	2025	2024
As at 1 January	5.1	2.2
Estimate RDEC claim for the year	2.8	3.6
Released to match incurred costs	(0.5)	(0.5)
Released to match amortisation	—	(0.2)
	7.4	5.1

For RDEC related to incurred costs i.e. expenditure during the year that is not capitalised,

the credit is recognised 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 of the relevant 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 complying

with the RDEC legislation and formal completion of the approvals process.

Notes to the consolidated financial statements continued

For the year ended 31December 2025

113 Raspberry Pi Holdings plc Annual Report and Accounts 2025

21 Lease liabilities

$ million	2025	2024
At 1 January	6.2	7.1
Remeasurements	4.5	1.0
Derecognition	(0.9)	—
Interest	0.4	0.4
Principal repayment	(1.1)	(2.2)
Interest payment	(0.4)	(0.4)
Foreign exchange	0.2	0.3
	8.9	6.2

Refer to Note 13 for the disposals in the year.

Total cash payment made for leases amounted to $1.5 million (2024: $2.6 million) with

$0.4 million relating to interest (2024: $0.4 million).

Maturity analysis

$ million	2025	2024
Less than one year	0.8	1.4
Between one and five years	6.1	5.2
Over five years	4.9	—
	11.8	6.6
Effect of discounting	(2.9)	(0.4)
	8.9	6.2

22 Financial commitments

In July 2022, the Group entered into a commitment to purchase other licences for

intellectual property and related tools over the period to July 2025. This arrangement was

amended in January 2025 extending the commitment to January 2027. As at 31 December

2025, the value of the commitment was $7.8 million (2024: $3.7 million). Subsequent to the

year end, $1.8 million of this commitment was settled in January 2026.

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 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.

As of 31 December 2025, these agreements have committed to component purchases

over a pre-defined schedule to December 2028 and are valued at $265.7 million

(2024: $333.0 million). The long-term supply agreement relating to these commitments

was subsequently revised as disclosed in Note 32.

In November 2025, communication was made to applicable employees on the intention

to issue new Restricted Share Units, subject to Board approval, within an open period

for employee share dealing purposes in calendar year 2026.

In December 2025, the Group had committed to pay for equipment for use by its contract

manufacturer in the production of Raspberry Pi products. This commitment was made

through a purchase order amounting $1.3 million. The arrangement is similar in nature to

the prepaid manufacturing cost disclosed in Note 14. The related cash outflow occurred

after the reporting period.

Notes to the consolidated financial statements continued

For the year ended 31December 2025

114 Raspberry Pi Holdings plc Annual Report and Accounts 2025

23 Forward foreign exchange contracts

During the year, the Group entered into new forward foreign exchange contracts to manage

short-term currency exposures arising from operational activities. These contracts are used

primarily to reduce the impact of exchange rate fluctuations on forecasted transactions,

receivables and payables denominated in GBP. Forward contracts that do not meet the

criteria for hedge accounting under IFRS 9 are classified as financial instruments at fair

value through profit or loss. As such, they are recognised on the balance sheet as financial

assets or liabilities at fair value, with changes in fair value recognised immediately in

the income statement within administrative expenses, reflecting their connection to

operational activities.

As at 31 December 2025, the aggregate contract amount of forward contracts not

designated as hedging instruments was £21.0 million. Realised gains for contracts that

matured in the year were immaterial, while unrealised fair value gains for outstanding

contracts was $0.2 million which was recognised in the Consolidated Statement of

Comprehensive Income within administrative expenses.

These contracts expose the Group to foreign currency risk, credit risk and liquidity risk.

The Group manages these risks in accordance with its financial risk management policies

as disclosed in Note 24.

24 Financial instruments and financial risk management

All of the Group’s financial assets and liabilities, with the exception of the forward exchange

contracts which are measured at FVTPL, 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.

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:

24.1 Market risk analysis

$ million	2025	2024
Trade receivables	52.6	31.0
Cash and cash equivalents	28.1	45.8
Financial assets at amortised cost due within one year	80.7	76.8
Financial asset measured at FVTPL	0.2	—

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 Pound Sterling and Euro. These movements affect the value of

transactions (e.g. UK payroll) and the translation of comparative financial results.

In accordance with IFRS 7, the Group is required to present a 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 $0.4 million

(2024: $0.5 million).

• A 10% weakening of the US Dollar would result in an FX loss of $0.3 million

(2024: $0.4 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 has access to an RCF which remained undrawn at the

reporting date and therefore did not give rise to interest expense. 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 $52.6 million

(2024: $31.0 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.

Notes to the consolidated financial statements continued

For the year ended 31December 2025

115 Raspberry Pi Holdings plc Annual Report and Accounts 2025

24 Financial instruments and financial risk management continued

24.2 Credit risk analysis continued

Liquidity risk: Refers to the risk that the Group will not have sufficient financial resources

to meet its obligations as they fall due.

$ million	2025	2024
Trade payables	46.5	84.0
Other financial liabilities	1.3	3.0
Financial liabilities at amortised cost due within one year	47.8	87.0
Financial liabilities at amortised due over one year	—	1.3
Financial liabilities at amortised cost	47.8	88.3

The comparative figure for trade payables for the prior year was updated to correct a

calculation error. The correction does not affect the overall liquidity risk assessment.

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, with the exception of the non-current lease liabilities, they

all have a maturity within the one-year business operating cycle.

The Group does not have any external borrowings in the current or comparative period;

therefore, net debt is positive as net cash being $19.2 million (2024: $39.6 million)

represented by cash and cash equivalents in Note 17 less the lease liabilities in Note 21.

As at 31 December 2025, the Group has access to an $80.0 million undrawn RCF available

until 4 March 2029.

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	2025	2024
Deferred tax liabilities
Development costs capitalised	(15.7)	(13.1)
Property, plant and equipment	(0.7)	(0.7)
	(16.4)	(13.8)
Deferred tax assets
Share-based payments	0.9	2.1
Deferred income – RDEC	1.9	1.3
Other timing differences	0.4	0.3
	3.2	3.7
Net deferred tax liability	(13.2)	(10.1)

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.

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.

Notes to the consolidated financial statements continued

For the year ended 31December 2025

116 Raspberry Pi Holdings plc Annual Report and Accounts 2025

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 as at the reporting date.

		Nominal capital
Share capital	Number of shares	$ million
Ordinary shares of £0.0025 each	193,582,149	0.6
Deferred shares of £0.0025 each	61,610,435	0.2
	255,192,584	0.8

Share capital

193,415,715 ordinary shares of £0.0025 each have been listed for trading on the London

Stock Exchange. During the year, as detailed in Note 27, additional shares were issued

in connection with the vesting and release of share-based awards. 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 listing generated $40.0 million in gross proceeds,

with $7.6 million in costs deducted directly from equity. At the time the costs were incurred,

only a limited recovery of input VAT was available, so the full expense was charged to share

premium. During 2025 it was possible to reclaim $1.4 million of VAT from HMRC. As the

original costs were charged to share premium, the recovery was accounted for as an

increase in share premium. 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

As described in Note 2.2, the Group completed a capital reorganisation in 2024. Subsidiary

assets and liabilities were consolidated at book value, and consolidated reserves were

adjusted to reflect the statutory share capital of the Company with the difference recorded

in the 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.

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.

The Group has four active equity-settled share schemes: market value options, nil-cost

options, Restricted Share Units (“RSU”) and Performance Share Units (“PSU”). In addition,

awards under the Deferred Bonus Plan (“DBP”) relating to 2025 performance will be granted

in 2026.

The table below illustrates the number and movements in the schemes during the year:

	Market value		Restricted	Performance
	options	Nil cost	Share Units	Share Units
Outstanding at beginning of the year	11,561,566	253,773	—	—
Granted during the year	—	—	926,875	967,956
Forfeited during the year	(186,978)	—	(2,057)	—
Exercised during the year	(46,768)	—	(119,666)	—
Outstanding at end of the year	11,327,820	253,773	805,152	967,956

Notes to the consolidated financial statements continued

For the year ended 31December 2025

117 Raspberry Pi Holdings plc Annual Report and Accounts 2025

27 Share-based payments continued

The share-based payment charges are as follows:

	Year ended	Year ended
$ million	31 December 2025	31 December 2024
Deferred Bonus Plan	0.1	—
Performance Share units and Restricted Share Units –
granted on 14 May 2025	3.4	—
Market value and nil-cost options – granted on 11 June
2024	5.2	2.7
Legacy 2020 LTIP scheme – IFRS 2 charge	—	0.8
Legacy 2020 LTIP scheme – accelerated charge on settlement	—	1.2
	8.7	4.7

Deferred Bonus Plan

The Deferred Bonus Plan is available to Executive Directors of Raspberry Pi Holdings plc.

Awards are made in respect of performance in the financial year immediately preceding the

grant and are based on performance against objectives set annually. Incentives are typically

delivered partly in cash and partly in ordinary shares of the Company on a deferred basis.

The share element is usually granted as nil-cost options which vest after a three-year

vesting period. The share-based payment charge is recognised over four years, reflecting

the performance year and the subsequent vesting period. An unvested award will normally

lapse if the Executive Directors leaves employment, unless they leave because of disability

or ill health, a corporate event or are otherwise classified as a good leaver at the Board’s

discretion. Further details are provided in the Directors’ Remuneration Report on page 75.

Share-based awards granted in the year

On 14 May 2025, the Group made additional equity grants comprising Restricted Share

Units (“RSUs”) and Performance Share Units (“PSUs”).

The RSUs vest quarterly over a four-year period, subject to continued employment.

They are not subject to any performance conditions. Each RSU carries an exercise price of

one-quarter of a penny per share. Shares for the RSUs vesting in June and September 2025

were released in the year.

On 19 January 2026, the Company allotted 74,712 ordinary shares to its third-party share

plan administrator to facilitate the settlement of share-based compensation awards that

vested on 31 December 2025. This is a non-adjusting event under IAS 10.

The PSUs are subject to performance conditions based on earnings per share (“EPS”)

growth and relative total shareholder return (“TSR”) compared to the FTSE 250, excluding

companies in the Financial Services, Mining and Extraction, and Investment Trust sectors.

Performance will be assessed over a three-year period, based on the cumulative EPS

achieved over the three financial years. Vesting will occur on a straight-line basis between

threshold and maximum performance targets.

PSUs granted to the Executive Directors of Raspberry Pi Holdings plc are subject to a

post‑vesting holding period of two years.

Further details on the performance conditions are set out in the Directors’ Remuneration

Report on page 75.

The following table sets out the key inputs used in the valuation models applied to each

of the schemes.

					Restricted Share
		TSR Performance Share Units		EPS Performance Share Units	Units
Post-vesting
holding period	None	2 years	None	2 years	None
Grant date			14 May 2025
Number of awards
granted	212,055	111,242	422,841	221,818	926,875
Grant date
share price			£5.20
Fair value of share	£4.25	£3.59	£5.20	£4.39	£5.20
Exercise price	—	—	—	—	£0.0025
Expected term	2.6 years	2.6 years	2.6 years	2.6 years	4 years
Expected
volatility	35.0%	35.0%	35.0%	35.0%	n/a
Risk-free rate	3.90%	3.90%	3.90%	3.90%	n/a
Dividend yield	0.0%	0.0%	0.0%	0.0%	n/a
				Adjusted
				grant date
				fair value
			Grant date	(post-vesting	Grant date fair
Valuation type	Monte Carlo	Monte Carlo	fair value	restriction)	value

Notes to the consolidated financial statements continued

For the year ended 31December 2025

118 Raspberry Pi Holdings plc Annual Report and Accounts 2025

27 Share-based payments continued

Option awards granted upon 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.

The grant date fair value of the new awards was calculated with assistance from an 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%

Key assumptions in calculating the fair value of the awards

Equity schemes granted on 11 June 2024 and 14 May 2025 used a volatility assumption

of 35.0%. This was determined in reference to the midpoint between the mean and median

enterprise value volatilities of a selected peer group of listed technology and software

companies and is consistent with the volatility input applied in the valuation of the market

value option grant issued in June 2024.

An employee attrition rate of 5% was applied in calculating the fair value of the awards,

reflecting management’s expectations of forfeiture based on the post-IPO environment.

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

in 2024, the cumulative $3.3 million charged to the income statement since 2020 was

transferred to retained earnings.

Notes to the consolidated financial statements continued

For the year ended 31December 2025

119 Raspberry Pi Holdings plc Annual Report and Accounts 2025

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 accruals 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. On repurchase,

the repurchase price which represents the cost of the finished goods including processing

costs incurred by the contract manufacturer, is capitalised as inventory in accordance with

the Group's inventories policy (Note 28.10). No financing component is separately recognised

owing to the immateriality of the time value of money within standard 30-day payment

terms. These costs are recognised in cost of sales upon sale of the finished goods.

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.

The Group also operates 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 to fulfil contracts, as the Group’s sales cycles are generally short

term and do not exceed 12 months.

Notes to the consolidated financial statements continued

For the year ended 31December 2025

120 Raspberry Pi Holdings plc Annual Report and Accounts 2025

28 Material accounting policies continued

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 (2025: $3.5 million; 2024: $1.9 million) within

cost of sales. The 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 the licensee channel is borne by

the licensee.

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 (“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.

Notes to the consolidated financial statements continued

For the year ended 31December 2025

121 Raspberry Pi Holdings plc Annual Report and Accounts 2025

28 Material accounting policies continued

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 licence.

All other intangible assets are amortised straight line over a period of three to eight 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 lives of the projects once launched. Refer to the critical judgements and

estimates relating to these items in 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 development costs that are not yet complete, these costs are not

amortised but subject to mandatory annual impairment testing in accordance with IAS 36.

28.7 Property, plant and equipment

Property, plant and equipment (“PPE”) are 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.

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.

The Group’s financial instruments comprise financial assets and liabilities measured

at amortised cost and derivative financial instruments measured at fair value through

profit or loss.

• 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.

Notes to the consolidated financial statements continued

For the year ended 31December 2025

122 Raspberry Pi Holdings plc Annual Report and Accounts 2025

28 Material accounting policies continued

28.9 Financial instruments continued

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.

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.

• Derivative financial instruments comprise of forward foreign exchange contracts

to manage short-term operational currency exposures, primarily to reduce the effect

of fluctuations in GBP on forecasted transactions, receivables and payables.

Forward foreign exchange contracts are recognised on the Consolidated Statement of

Financial Position at fair value. Forward contracts that do not meet the criteria for hedge

accounting under IFRS 9 are classified as financial instruments at fair value through

profit or loss. Changes in fair value of contracts not qualifying for hedge accounting are

recognised in profit or loss and classified within administrative expenses, reflecting the

operational nature of the contracts.

Fair values are determined using observable market inputs and are classified as Level 2 in

the fair value hierarchy. The Group’s use of forward contracts exposes it to foreign currency,

credit and liquidity risks, which are managed in accordance with the Group’s financial risk

management policies.

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

or 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 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.

For finished goods acquired under repurchase arrangements with contract manufacturers

(Note 28.1), cost includes the repurchase price paid, which incorporates the cost of conversion.

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.

Notes to the consolidated financial statements continued

For the year ended 31December 2025

123 Raspberry Pi Holdings plc Annual Report and Accounts 2025

28 Material accounting policies continued

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 an accruals basis. Whilst IAS 20 “Accounting for

Government Grants and Disclosure of Government Assistance” 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 issues equity-settled share-based payments which are fair valued at the grant

date. For awards valued by reference to the Company’s share price, the opening market

price on the grant date is used. Once the grant date fair value has been determined, it is

recognised in the Consolidated Statement of Comprehensive Income on a straight-line

basis over the vesting period, with appropriate adjustments for forfeitures. Where vesting

periods or other vesting conditions apply, the expense is allocated over the relevant

vesting period based on the best available estimate of the number of share options

expected to vest. The corresponding credit is to the share-based payment reserve.

Upon vesting, amounts recognised in the share-based payment reserve are transferred

to retained earnings.

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 shares in the Trust at historical cost of approximately $500.

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 2025	31 December 2024
Operating profit	28.0	17.6
Amortisation and depreciation	10.5	10.7
EBITDA	38.5	28.3
Share-based payment charges	8.7	4.7
NI on share-based payment charges	(0.8)	1.3
Employee share schemes	7.9	6.0
Non-recurring costs	—	2.9
Adjusted EBITDA	46.4	37.2
Amortisation and depreciation	(10.5)	(10.7)
Adjusted operating profit	35.9	26.5

Notes to the consolidated financial statements continued

For the year ended 31December 2025

124 Raspberry Pi Holdings plc Annual Report and Accounts 2025

29 Alternative performance measures ("APMs") continued

	Year ended	Year ended
$ million	31 December 2025	31 December 2024
Research and development expenses	22.5	17.9
Amortisation (net of capitalised amortisation)	(6.8)	(6.3)
Share-based payment charges	(5.1)	(2.3)
NI on share-based payment charges	0.6	(0.6)
Adjusted research and development expenses	11.2	8.7

	Year ended	Year ended
$ million	31 December 2025	31 December 2024
Administrative expenses	27.6	27.7
Depreciation (net of capitalised depreciation)	(3.7)	(4.4)
Share-based payment charges	(3.6)	(2.4)
NI on share-based payment charges	0.2	(0.7)
Non-recurring costs	—	(2.9)
Adjusted administrative expenses	20.5	17.3

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 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.

As at 31 December 2025, the combined shareholding was 49.98%, as set out in the

Directors’ Report.

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 UK 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-cost 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).

During the year, the Foundation purchased $24,000 (2024: $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 $1.6 million

(2024: $0.8 million), were recharged. No amount was outstanding at the end of the year

(2024: $47,200). 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.

Notes to the consolidated financial statements continued

For the year ended 31December 2025

125 Raspberry Pi Holdings plc Annual Report and Accounts 2025

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 $0.2 million (2024: $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, members of the Board and their close family members undertook the

following share dealings:

Transaction date Party Transaction type

Number of

Transaction

price

30 January 2025 Close family member Sale of shares 56,000 £7.10

17 June 2025 Executive Directors Sale of shares 500,000 £4.55

30 July 2025 Close family member Sales of shares 16,200 £4.29

31 July 2025 Close family member Sale of shares 13,800 £4.19

5 November 2025 Executive Director Purchase of shares 5,832 £3.43

17 November 2025 Executive Director Purchase of shares 6,036 £3.30

21 November 2025 Non-Executive Director

Transfer of shares

into Self-Invested

Personal Pension

("SIPP") 12,000 £3.05

28 November 2025 Executive Director Purchase of shares 3,078 £3.23

1 December 2025 Executive Director Purchase of shares 3,127 £3.18

32 Events after the reporting period

The Group entered into an amendment to a long-term supply agreement as disclosed

in Note 22. The amendment, effective from 1 January 2026, modifies the remaining

contractual commitments, with a total value of approximately $300.0 million over the period

2026 to 2030 and includes updated supply obligations with the supplier. As the agreement

was executed after the reporting date, no adjustments to the financial statements

for the year ended 31 December 2025 are required.

Notes to the consolidated financial statements continued

For the year ended 31December 2025

126 Raspberry Pi Holdings plc Annual Report and Accounts 2025

$ million Notes

At 31 December

2025

At 31 December

2024

Fixed assets

Investment in subsidiary undertakings 4 298.1 290.6

Current assets

Debtors 6 27.2 29.5

Creditors – amounts falling due within one

year (1.3) (0.1)

Net current assets 25.9 29.4

Total assets less current liabilities 324.0 320.0

Provisions for liabilities (0.2) —

Net assets 323.8 320.0

Equity

Ordinary shares 7 0.8 0.8

Share premium 7 34.0 32.4

Share-based payments 7 10.6 2.7

Retained earnings 7 278.4 284.1

Total shareholders' equity 323.8 320.0

The Company was incorporated on 12March 2024 and therefore this is its first full

financialreporting year, while the comparative period relates to a nine-month period.

Noincome statement is presented by the Company as permitted by section 408 of the

Companies Act2006. The Company recorded a loss of $6.5 million (2024: $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30March 2026. They were signed on its behalf by:

Dr Eben Upton CBE FREng Richard Boult

Chief Executive Officer and Founder Chief Financial Officer

$ million Notes

Ordinary

premium

Share-

based

payments

reserve

Retained

earnings Total

At 12 March 2024 — — — — —

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 7 0.8 32.4 2.7 284.1 320.0

Loss for the year — — — (6.5) (6.5)

Share-based payments — — 8.7 — 8.7

Exercise of share

awards — 0.2 (0.8) 0.8 0.2

VAT recovered on IPO-

related share issuance

costs C — 1.4 — — 1.4

At 31 December 2025 7 0.8 34.0 10.6 278.4 323.8

A Share capital reorganisation and reduction

On 23 May 2024, Raspberry Pi Holdings plc acquired Raspberry Pi Ltd in a share-for-share

exchange valued at $288.1 million. A shareholder resolution reduced the share capital to its

nominal value, increasing distributable earnings by $287.3 million. Previous share capital

and $66.2 million of share premium were derecognised and recorded in merger reserve.

B London Stock Exchange listing

On 11 June 2024, Raspberry Pi Holdings plc listed on the London Stock Exchange, issuing

11.2 million shares at £2.80 each. Net proceeds of $32.4 million after costs of $7.6 million

were deducted from equity.

C VAT recovered on IPO-related share issuance costs

In 2025, the Company recognised $1.4 million of VAT on 2024 listing costs as recoverable

following its VAT registration. As the original costs were charged to share premium, the

recoverable amount has been credited to the share premium account.

The accompanying notes are an integral part of these financial statements.

Company balance sheet Company statement of changes in equity

As at 31December 2025 For the year ended 31December 2025

Registration number15557387 Comparative period: Nine months ended 31 December 2024

127 Raspberry Pi Holdings plc Annual Report and Accounts 2025

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 3 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.

These are the Company’s first full-year financial statements. The prior period, presented

forcomparative purposes, covers the nine months from incorporation on 12 March 2024

to31December 2024.

2 Basis of preparation and accounting policies

2.1 Basis of preparation

The Company prepares its financial statements inaccordance with FRS 101 “Reduced

Disclosure Framework” (“FRS 101”) and with the requirements of the Companies Act 2006.

This is the Company’s first year applying FRS 101, having previously prepared its financial

statements under Financial Reporting Standard 102 (“FRS 102”). The transition required no

adjustments to previously reported amounts. Comparatives are presented on an FRS 101

basis and certain line items have been re-presented to reflect FRS 101 presentation

requirements. The principal re-presentation relates to the classification of the intercompany

loan within debtors rather than as part of fixed assets, as it is not an asset that is

designated for continuing use within the business. The transition has had no material

impact on the financial statements, given the substantial alignment of FRS 102 and FRS 101

for a non‑trading parent.

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 presentation 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.

The Company has taken advantage of the following disclosure exemptions under FRS 101:

• IFRS 7 “Financial Instruments: Disclosures”;

• paragraphs 91 to 99 of IFRS 13 “Fair Value Measurement” (disclosure of valuation

techniques and inputs used for fair value measurement of assets and liabilities);

• the following paragraphs of IAS 1 “Presentation of Financial Statements”:

– 10(d) (statement of cash flows);

– 16 (statement of compliance with all IFRS);

– 38A (requirement for minimum of two primary statements, including cash

flowstatements);

– 38B–D (additional comparative information);

– 111 (statement of cash flows information); and

– 134–136 (capital management disclosures);

• IAS 7 “Statement of Cash Flows”;

• paragraph 17 of IAS 24 “Related Party Disclosures” (key management compensation); and

• the requirements in IAS 24 “Related Party Disclosures”, to disclose related party

transactions entered into between two or more members of a group.

Notes to the Company financial statements

For the year ended 31December 2025

128 Raspberry Pi Holdings plc Annual Report and Accounts 2025

2 Basis of preparation and accounting policies continued

2.3 Basis of accounting continued

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 income statement.

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 Income statement

As permitted under section 408 of the Companies Act 2006, the Company does not

presentaseparate income statement.

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 and Monte-Carlo simulation, 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

income statement. Intra-group recharges to the employing subsidiary, up to the fair value

ofthe awards, are recognised as a reduction of the Company’s expense and treated as

investment to the subsidiary by way of capital contribution. 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

Financial assets and financial liabilities are recognised when the Company becomes a party

to the contractual provisions of the instrument.

Financial assets and financial liabilities are initially measured at fair value. For financial

assets and liabilities measured at amortised cost, the initial measurement is adjusted for

directly attributable transaction costs, where material.

Subsequently, financial assets and financial liabilities are measured at amortised cost using

the effective interest method where they meet the conditions for such measurement.

The Company’s financial instruments comprise trade receivables and financial liabilities

measured at amortised cost, which are presented as creditors in the balance sheet,

including trade creditors and intra-group loans.

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 year of $6.5 million (2024: $3.2 million for the

nine‑month period).

The Company had an average of three employees during the year (2024: three).

TheDirectors’ remuneration is disclosed in the Directors’ Remuneration Report.

Notes to the Company financial statements continued

For the year ended 31December 2025

129 Raspberry Pi Holdings plc Annual Report and Accounts 2025

4 Investment in subsidiary undertakings

Investments amounting to $298.1 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 2025 2024

At 1 January 290.6 —

Acquisition of Raspberry Pi Ltd — 288.1

Contribution to subsidiary – share-based payments 7.5 2.5

298.1 290.6

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 share awards granted to subsidiary employees, amounting

to$7.5million (2024: $2.5 million), to the extent that the service conditions have been met.

Additionally, a further $0.7 million (2024: $0.2 million) in share awards was granted

toemployees of the Company, which has been charged to the results in the year.

5 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

6 Debtors

$ million 2025 2024

VAT receivables 1.4 —

Prepayments 0.4 0.3

Current tax receivables — —

Loans to subsidiary undertakings 25.2 29.1

Deferred tax asset 0.2 0.1

27.2 29.5

In 2025, the Company registered for VAT and, as a result, was entitled to recover VAT

of$1.4 million from HMRC in respect of share issuance costs incurred on the Company’s

listing in 2024. See Note 7. The amount remained outstanding at year end but was repaid

byHMRC in February 2026.

In 2024, a $38.4 million loan was provided by the Company to Raspberry Pi Ltd with

interest-free, perpetual repayable on demand. In the prior year, when the financial

statements were prepared under FRS 102, this balance was presented as a separate line

item within non-current financial assets on the face of the balance sheet. Following the

transition to FRS 101 “Reduced Disclosure Framework”, the Company has aligned its

presentation with the requirements of IAS 1 “Presentation of Financial Statements”

asadopted in the UK, and the loan is now presented within debtors. The comparative

information has been re-presented accordingly. This represents a reclassification of

presentation only and does not constitute a restatement, as there has been no change

inrecognition or measurement.

The carrying value of the loan has been reduced by expenses paid by the subsidiary

onbehalf of the Company and offset against the loan balance, resulting in a loan balance

of$25.2 million (2024: $29.1 million).

The table above also includes the deferred tax asset which is classified as non-current,

inaccordance with FRS 101 and Companies Act presentation.

Notes to the Company financial statements continued

For the year ended 31December 2025

130 Raspberry Pi Holdings plc Annual Report and Accounts 2025

7 Share capital and reserves

Share capital Number of shares

Nominal capital

$ million

Ordinary shares of £0.0025 each 193,582,149 0.6

Deferred shares of £0.0025 each 61,610,435 0.2

255,192,584 0.8

Share capital

Ordinary shares carry equal voting, dividend and distribution rights with the nominal value

representing amounts subscribed for. During the year, additional shares were issued in

connection with the vesting and release of share-based awards.

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 listing generated $40.0 million in gross proceeds,

with $7.6 million in costs deducted directly from equity. At the time the costs were incurred,

only a limited recovery of input VAT was available, so the full expense was charged to share

premium. During 2025 it was possible to reclaim $1.4 million of VAT from HMRC. As the

original costs were charged to share premium, the recovery was accounted for as an

increase in share premium. 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.

Retained earnings

This reserve represents the total of all current and prior retained earnings available

tofacilitate future shareholder distributions.

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

There have been no events between the balance sheet date, and the date on which the

financial statements were approved by the Board, which would require adjustment to the

financial statements or any additional disclosures.

Notes to the Company financial statements continued

For the year ended 31December 2025

131 Raspberry Pi Holdings plc Annual Report and Accounts 2025

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

132 Raspberry Pi Holdings plc Annual Report and Accounts 2025

Raspberry Pi Holdings plc’s commitment to environmental

issues is reflected in this Annual Report, which has been

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certified material.

This document was printed by Pureprint Group using its

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Raspberry Pi Holdings plc

Registered office: 194 Cambridge Science Park, Milton Road, Cambridge CB4 0AB

Company number: 15557387

investors.raspberrypi.com