ZIGUP plc Annual Report and Accounts 2025

We keep customers

moving smarter.

Annual Report and Accounts

2025

Underlying profit before taxation

£166.9m

-7.6%

ROCE

12.6%

-1.9ppt

Underlying EPS

58.4p

-4.9%

Fleet size (’000)

131.6

+2.7%

Total revenue

£1,812.6m

-1.1%

Capturing structural trends

Leveraging trends of outsourcing mobility needs

and changing consumer expectations, together with

adopting technology delivering resource efficiency

and energy transition.

See our structural trends

Page 21

Delivering with purpose

A customer-centred focus on delivering mobility,

smarter, supported by responsive delivery and

transparent performance.

See our business model

Page 24

Growing responsibly

Taking into account the impact on our people, the

communities in which we work and the world in

which we all live.

See our sustainability overview

Pages 28 to 36

Utilisation

91%

0ppt

HIGHLIGHTS OF THE YEAR

Delivering sustainable growth

for all our stakeholders.

Non-GAAP statement

Throughout this report, we refer to underlying

results and measures. The underlying measures

allow management and other stakeholders to

better compare the performance of the Group

between the current and prior year without the

effects of one-off or non-operational items.

Underlying measures exclude intangible

asset amortisation from acquisitions, certain

adjustments to depreciation and certain one-off

items such as those arising from restructuring

activities and the tax impact thereon. Specifically,

we refer to disposal profit(s).

This is a non-GAAP measure used to describe

the adjustment in depreciation charge made in

the year for vehicles sold at an amount different

to their net book value at the date of sale (net of

attributable selling costs).

A reconciliation of GAAP (reported or statutory)

to non-GAAP (underlying) measures is included

on pages 49 to 50. A further explanation of

alternative performance measures and a glossary

of terms used in this report can be found on

pages 200 to 203.

Financial highlights Operational highlights

ZIGUP plc | Annual Report and Accounts 2025

How we create value

Financial

review

Chief Executive’s

review

Sustainability overview

WHAT’S INSIDE

We keep

customers

moving,

smarter.

We are focused on placing the customer at

the centre of our business, offering a broad

range of services that can be flexed and

tailored to the needs of each customer.

Find out more on our website

www.ZIGUP.com

Strategic report

03 About us

04 Our purpose framework

05 ZIGUP at a glance

07 Supporting our customers

10 Chairman’s statement

12 Our markets

14 Chief Executive’s review

18 Our strategy

20 How we create value

21 Structural trends

24 Our business model

26 Stakeholder impact

28 Sustainability overview

29 Sustainability progress

38 Key performance indicators

40 Financial review

49 GAAP reconciliation

52 Identifying and managing risk

56 Principal risks and uncertainties

Disclosure statements

63 Viability statement

64 TCFD and SECR report

74 Non-financial and sustainability

information statement

76 Section 172 statement

Corporate governance

80 Chairman’s introduction to

governance

82 Governance at a glance

84 Governance structure and

responsibilities

86 Board of Directors

88 Corporate governance

92 Report of the Nominations

Committee

96 Report of the Audit Committee

102 Introduction to the Remuneration

report

105 Remuneration at a glance

107 Directors’ Remuneration report

122 Report of the Directors

126 Statement of Directors’

responsibilities in respect of the

financial statements

127 Independent auditors’ report

to the members of ZIGUP plc

Financial statements

135 Consolidated income statement

136 Consolidated statement of

comprehensive income

137 Consolidated balance sheet

139 Consolidated cash flow statement

140 Notes to the consolidated cash

flow statement

141 Consolidated statement of

changes in equity

142 Notes to the consolidated financial

statements

188 Company balance sheet

189 Company statement of changes in

equity

190 Notes to the Company financial

statements

Other information

200 Glossary

204 Shareholder Information

Corporate

Governance

Financial

Statements

Other information

Strategic reportCorporate governanceFinancial statementsOther information

Strategic report

ZIGUP plc | Annual Report and Accounts 2025

Strategic

report.

Strategic report

03 About us

04 Our purpose framework

05 ZIGUP at a glance

07 Supporting our customers

10 Chairman’s statement

12 Our markets

14 Chief Executive’s review

18 Our strategy

20 How we create value

21 Structural trends

24 Our business model

26 Stakeholder impact

28 Sustainability overview

29 Sustainability progress

38 Key performance

indicators

40 Financial review

49 GAAP reconciliation

52 Identifying and managing

risk

56 Principal risks and

uncertainties

Disclosure statements

63 Viability statement

64 TCFD and SECR report

74 Non-financial and

sustainability information

statement

76 Section 172 statement

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ABOUT US

Spotlights: key components of

our integrated mobility solutions.

Throughout this report we highlight themes and case studies which together reflect our unique capabilities in

delivering integrated mobility for our diverse customers, partners and their policyholders.

Throughout this report you will find case

studies of how we are supporting our

stakeholders with videos and

detailed case studies on our website:

www.ZIGUP.com/spotlight

Embedded risk and

financing know-how

Leveraging value

chain expertise

Leveraging analytics

and data

Enabling the energy

transition

Deep technical and

industry expertise

We leverage deep relationships and industry

know-how across the vehicle lifecycle.

Discover more

Page 8

Helping keep the UK road network safe

and our public sector clients mobile.

Discover more

Page 27

Trusted to resolve customers mobility issues,

drawing on decades of experience.

Discover more

Page 22

Longstanding expertise through industry

cycles; focus on diversification to manage

financial and other risk exposures.

Discover more

Page 51

We enable customers to best manage their

changing mobility needs.

Discover more

Page 19

Enabling transition for corporate fleets;

experts in EV charging and supporting

complex electric vehicles.

Discover more

Page 37

Embedding new technologies to enable

greater analytical understanding and

efficiencies for smarter mobility.

Discover more

Page 23

Integrated customer

service offering

Supporting public

sector mobility

ZIGUP plc | Annual Report and Accounts 2025

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OUR PURPOSE FRAMEWORK

Our vision and purpose are supported by our strong culture

Our corporate values promote an inclusive

and supportive culture of teamwork,

integrity and support.

We are focused on placing the customer at the

centre of our business, offering a broad range

of services that can be flexed and tailored to

the needs of each customer.

Our vision

To be the leading

supplier of

mobility solutions

and automotive

services.

Our purpose

We keep customers

moving, smarter.

Our culture

Supported by a

strong culture

and identity.

We have a clear strategy that is linked to leadership reward and focused

on creating value for all our stakeholders

Our strategy

We leverage the benefits

of ownership of a range

of complementary

businesses.

Together we deliver integrated mobility solutions across

the vehicle lifecycle.

See our Strategy

Page 18

Remuneration

We align reward for

our colleagues and

business leaders.

We review against a range of relevant financial metrics, and

where appropriate also against a number of personal and

strategic objectives.

Stakeholders

We look to create

long term sustainable

value.

Investing in the business for the benefit of our diverse

stakeholder groups and our social environment.

Read our Remuneration report

Pages 102 to 121

Read more on our stakeholders

Page 26

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ZIGUP AT A GLANCE

We have grown both organically and through acquisition to become a market leading provider of a diverse range of related

services which customers increasingly choose to take as an integrated mobility solution.

What we do.

Vehicle rental, service

and maintenance across the

UK, Ireland and Spain to a

range of blue-chip, public sector

and corporate fleets.

Wide range of fleet options

including small to large panel

vans, customised vans,

e-LCVs and specialist vehicles

including refrigerated, traffic

management and support.

End-to-end handling of

any accident claim on a UK

customer fleet or policyholder’s

behalf from initial incident

reporting to repair and insurer

management.

Legal support services

for vehicles, drivers and

passengers involved in a

motor incident such as

uninsured loss recovery.

Vehicle damage repairs, for cars

and LCVs, including structural,

aluminium and bodyrepairs.

Vehicle damage repairs for

cars and LCVs, including

plastic welding, structural

and aluminium body repairs,

together with mobile repair,

glass repair and replacement

services.

Management of the

performance, compliance and

maintenance of commercial

fleets such as service

scheduling, telematics, driver

liaison, training and downtime

management.

Additional fleet support

services: EV fleet consulting

plus EV charging and solar

installation for businesses

andconsumers.

Replacement vehicle provision

following an accident,

either through credit hire

arrangements or direct hire for

insurer’s own policyholders.

Like-for-like replacement

vehicles in event of a non-fault

accident, or where customer

has subscribed to an upgraded

courtesy car policy.

Extensive range of used vans

and cars offered to businesses

and private individuals through

retail sites in UK, Ireland and

Spain and online auction

platforms, with comprehensive

after-sales support.

Principal disposal route for

the Group’s fleet, also used

by other fleet operators

for disposals.

Vehicle

provision

Claims support

and accident

management

Bodyshop

repair

Fleet support

and services

Replacement

vehicle

Vehicle

disposal

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ZIGUP AT A GLANCE

We keep customers mobile through

nationwide networks and partnerships.

We are trusted by customers

across many sectors and

industries to support their

regular mobility needs or

by servicing them when

unforeseen events occur.

Corporates

We support corporates from blue-chip to

SMEs across a broad range of industries

from support services to infrastructure.

Public sector

Accredited through a number of framework

agreements, as well as specialist services including

emergency and highways services.

Insurance and leasing

Working with many of the UK’s leading insurers

and insurance brokers, as well as contract hire

and leasing companies.

Consumers

Principally B2B, we offer rental and incident

claims handling through retail and partner

channels.

Vehicle fuel types

Cars

LCVs

Diesel Petrol EV and hybrid

UK and Ireland Spain

Total group sites of 185 include those where rental and repair centres are in a shared location.

Total fleet

131,600

Total rental locations

120

Total repair centres

162

Total colleagues

7,8 0 0

Rental fleet

45,400

Rental locations

Repair centres

115

Colleagues

6,400

Replacement

vehicle fleet

14,300

Rental fleet

71,900

Rental locations

Repair centres

Colleagues

1,400

Canary Islands

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Fleet risk

management

Fuel

cards

Micro-mobility Solar and

battery storage

Fault/Non-fault

repair

Damage

assessment

Repair

solutions

TP claims

management

Credit

repair

First notiﬁcation

of loss (FNOL)

RTA

recovery

Statutory

recovery

Data &

telematics

Vehicle provision

Refrigerated vehicles

Accident management Service & maintenance Fleet incident management

Legal servicesReplacement vehiclesSpecialist vehicle recovery Vehicle repair

Specialist traffic management

Vehicle sales

LCV ﬂeet management

EV infrastructure

We often have multiple touch points

with a customer through the lifecycle

of their vehicle, managed through our

integrated mobility platform.

See more online

www.ZIGUP.com/about-us/

SUPPORTING OUR CUSTOMERS

Delivering excellent support

for our customers’ lifecycle.

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INTEGRATED MOBILITYINTEGRATED MOBILITY

Leveraging value

chain expertise.

We leverage deep relationships and industry

know-how across the vehicle lifecycle.

Operating at scale across the vehicle lifecycle, we bring deep knowledge of

sourcing, in-life service and technical requirements, through to the disposal of a

broad range of LCVs and other vehicles.

We maintain close relationships with vehicle

manufacturers and other suppliers throughout

the automotive value chain.

Working with industry leaders, we provide

expertise across all technical and commercial

aspects of our industry.

Decades of experience through industry and

economic cycles are coupled with in-house

technical know-how covering all major vehicle

platforms.

These insights and understanding across the

value chain also ensure we are up to speed

with developing automotive technologies.

Case studies: our integrated mobility in action.

Service and repair

know-how

Our Glasgow workshop manager

on our service expertise.

Third party repair

network

How we manage our third party

repair network of over 540

bodyshops.

Spanish e-auction

vehicle sales site

Looking at the benefits and features

of our new e-auction website.

Managing fleet

supply

Using our longstanding industry

expertise to source vehicles

at scale.

Working with paint

supply partners

Delivering efficiencies through

working in partnership with our

new paint supplier.

See Page 13

See further details of our case studies at: www.ZIGUP.com/spotlight

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KING’S AWARD

Excellence in Promoting Opportunity.

ZIGUP has been honoured with a King’s Award for Enterprise.

ZIGUP is one of 197 organisations nationally

to be recognised this year with a prestigious

King’s Award and one of only ten awarded in

this category. It recognises businesses that

have developed successful programmes

that support people from disadvantaged

backgrounds in improving their job

skills and opportunities. These include

initiatives across work experience, training,

apprenticeships, mentoring and careers

advice.

This award recognises our efforts in

promoting opportunity and reinforces the

investments we are making in building skills

for the future and the impact this is having

on early careers, the communities in which

we work and our reputation for being a

responsible employer.

The King’s Awards for Enterprise, previously

known as The Queen’s Awards for Enterprise,

were renamed in 2023 to reflect His Majesty

The King’s desire to continue the legacy of

HM Queen Elizabeth II by recognising

outstanding UK businesses.

The Awards programme, now in its 59th

year, is the most prestigious business award

programme in the country, with successful

businesses able to use the esteemed King’s

Awards emblem for the next five years.

About the award

We were recognised for our efforts

including:

Apprentice and mentors

Comprehensive initiative with 45 diverse

training courses; each apprentice working with

a mentor to support their learning and personal

development.

Training

Helping every member of our team grow, with

courses covering both technical and soft skills

across every level of our organisation.

Early careers

Meeting young people in school settings,

sponsoring college events, providing training

in schools, running CV clinics and mock

interviews.

Working with Treolars School

Welcoming students into ZIGUP through

placement opportunities designed to be

accessible, flexible, and empowering.

Supporting social mobility

Encouraging applications from diverse

backgrounds where taking the first steps onto

a career ladder can need greater support.

Discover more at

www.ZIGUP.com/the-kings-

award-for-enterprise/

ZIGUP operates in an industry which offers

great potential for people to join with minimal

qualifications, learn significant technical skills

and embrace new automotive technologies.

Breaking down socio-economic barriers to

employment supports growth and helps close

the skills gap in the automotive sector.

With over 400 apprentices across the ZIGUP

Group, the award is a huge recognition for

the team behind it all who have developed

an award-winning apprentice and mentor

programme and are broadening our diversity

and inclusion efforts. We continually seek to

best support our people in forging successful

and rewarding careers while helping keep our

customers mobile.

Team leaders and students of Treolars School Apprenticeship graduation ceremony held in May 2025

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CHAIRMAN’S STATEMENT

A year of

material progress.

Across our businesses, we

have positioned ourselves

to capitalise on future growth

opportunities and see

outstanding opportunities to

better support our customers

with ever more joined up

solutions.

Avril Palmer-Baunack

Chairman

Overview

This has been a year of material progress across

the business in delivering on our vision of being the

leading provider of integrated mobility solutions

delivering customer service excellence.

The focus on simplifying our customer experience

has been reflected in industry leading Trustpilot and

NPS scores, strong customer retention and new

business growth across our rental business, together

with contract extensions and new wins within the

Claims & Services business. How we support and

are perceived by our customers and partners really

matters and is key to our market leading reputation.

King’s Award for Enterprise

The Board shared the delight felt across the

business of the news we were to be awarded

the prestigious King’s Award for Enterprise, in

the category of promoting social mobility. This is

meaningful recognition for the efforts we have made

to attract a diverse talent pool and supporting them

in developing rewarding careers.

The result of this is our average age of bodyshop

technicians has fallen from 54 years to 41 years since

2023, reflecting the efforts and priority we have placed

on our apprentice programmes across the Group.

We are ensuring we have the right skills for what is a

rapidly advancing and technology-led industry. It sets

us up very well for future growth, where expertise in

technology and analytics within the vehicle lifecycle

and claims processes become ever more critical.

Financial performance

The financial performance this year reflects the hard

work of our colleagues across the business, and the

strength of our diverse business model. With both

rental businesses benefitting from improved vehicle

supply, we were able to refresh more of the fleet and

also deliver vehicle on hire (VOH) growth, particularly

in Spain, with more set to come in both geographies.

Our Claims & Services business also delivered

strongly this year on its operational metrics,

welcomed six new insurance partners and extended

contracts with three of our most significant partners.

At the same time, operating margins were impacted

by industry-wide reduction in hire duration and lower

accident frequencies.

The cyber incident in May 2024 was a stark reminder

of this growing threat, and the Board was fully

engaged, monitoring the truly immense efforts the

executive and technology teams made to ensure

customers and business operations were protected

and business interruption minimised. The Board

has applied appropriate scrutiny to our processes

and supported enhanced resilience to a threat which

appears ever more prevalent.

While impacted by these headwinds, the Claims

& Services business remains robust and has the

support of its longstanding customers who value the

benefits of our unique platform and working with the

leading provider in the industry.

Across our businesses, we have positioned

ourselves to capitalise on future growth opportunities

and see outstanding opportunities to better support

our customers with ever more joined up solutions.

Refreshed strategic framework

Our businesses operate in markets undergoing

significant structural change, and benefit from

secular trends such as greater outsourcing,

connectivity and a growing focus on sustainability

and low-carbon energy transition. It is an exciting

time for the automotive and mobility sectors.

The strategic pillars of Enable, Deliver and Grow

introduced at the start of this financial year have

resonated well across the business. My Board

colleagues and I experienced this first hand in Spain

when we visited the Seville branch operations,

seeing the ambition and energy demonstrated by

both management team and workshop operators

through working for the clear market leader in a

growing market.

Our new pillars provide a framework which works

very well and encourages strategic alignment as the

business embraces opportunities both externally

and internally.

ZIGUP plc | Annual Report and Accounts 2025

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A new brand

to reflect

the Group

of today

We launched the ZIGUP brand

in May 2024 after receiving 99%

support at a shareholder meeting. It is

intended to give a sense of modernity

and positivity, and works digitally

alongside a new symbol which is part

of our visual identity. The operating

brands remain intact but with a visible

connection back to the Group name.

CFO appointment

In October 2024 we announced Philip Vincent’s

decision to step down from the Board following

six years of service. I would like to thank Philip for

his valued contribution to the Group and he leaves

with our very best wishes. After a rigorous selection

process supported by a leading executive search

firm, we are looking forward to welcoming Rachel

Coulson to the Board as the Group’s new CFO

in August. I was very pleased at the strength of

interest in this role and Rachel was an outstanding

candidate. She brings significant experience

from major finance roles in FTSE 100 businesses

with multinational operations and has a strong

background in technology transformation. I would

also like to thank to our UK&I Finance Director,

Richard Clay, who has very ably stepped in as

Interim CFO after Philip left in March.

Capital allocation

Our disciplined and conservative capital allocation

approach to leverage remains an important priority

for the Board. It is an essential element of the capital

structure, and financial firepower brings substantial

purchasing capacity and flexibility. The refinancing

actions this year extended our average maturities

and demonstrated the strong support we enjoy from

our lenders, attracted to our significant asset base

and a prudent leverage target profile lower than all

major industry peers.

The Board sees significant opportunities for the

business and remains highly optimistic for the ability

to deliver continued underlying growth, for which the

Group has a strong track record.

Reflecting this optimism, the Board has proposed

a final dividend of 17.6p, which together with the

interim dividend of 8.8p, represents a 2% increase

over the prior year. Shareholder returns are

important constituents within our capital allocation

framework and we will also continue to keep share

buyback options under review.

Sustainability

Together with our social impact responsibilities,

we have an important role assisting customers in

reducing carbon emissions from transportation.

With 10,400 EV chargers installed and over 80%

increase in UK EV rentals this year, we are a

significant enabler of the energy transition.

We have continued to make significant progress in

reducing our own environmental impact including

achieving emissions targets; over 95% of our

company cars are EV or hybrid, and substantially all

of our UK waste is diverted from landfill. In addition,

we have expanded our circular economy initiatives,

increasing the recovery and reuse of green vehicle

parts in the UK and Spain.

We are also working on our double materiality

assessment which will help improve both the Board

focus and reporting on the issues of greatest impact

to the business and the communities we serve. I

am looking forward to the insights this brings in the

coming year.

On behalf of the Board, I would like to express

our thanks to all of ZIGUP’s colleagues who have

worked tirelessly on behalf of the business and our

customers over the past year. Colleague engagement

continues at a high level and the refreshed people

strategy and focus on talent development are key

elements in building a sustainable future.

Board and governance

We benefit from the diverse skillset and experience

of our Non-Executive Directors, including depth

across automotive, technology and people. Our

discussions are wide-ranging and we provide

constructive challenge and support to the executive

team in equal measure.

With Rachel’s appointment, we add further breadth

of expertise from public markets and technology

transformation. I will continue to explore further

opportunities to enhance the breadth and skills of

the Board, but am pleased to note the Board will

have equality of gender and that females hold two of

the top three positions.

We ensure we properly understand the perspectives

of our key stakeholders through both direct Board

engagement and the Company’s investor relations

programme. This has been recognised this year by

the IR Society awards for both investor relations

engagement and as best in class for our corporate

website for the second year running.

Looking forward

We see good opportunities in FY2026, with robust

demand for our mobility solutions across our

markets. Our differentiated position and clear

strategic framework will enable the business to

drive sustainable growth in underlying revenues,

profitability and cashflow and deliver attractive

shareholder returns.

Avril Palmer-Baunack

Chairman

9 July 2025

Awarded silver at the

Transform awards for

‘Best visual identity

in the transport and

logistics sector’

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CHAIRMAN’S STATEMENT continued

OUR MARKETS

ZIGUP operates across a number

of disparate but connected markets.

Overview

LCV

In the past, fleet customers have chosen to

own their vehicles directly. Increasingly, they

are adopting multi-year lease contracts or

rented products for portions of their fleet. This

offers greater flexibility in managing fleet size,

lower capital expenditure, improved flexibility

of hire duration and better service support.

Many businesses in the UK and Europe offer

such services, from single-location to large

multinational operators, where LCV supply is

part of a broad range of vehicle types. While

larger operators can offer customers a range

of additional fleet services and efficiencies,

as well as superior vehicle choice and access

to the latest analytics, ZIGUP have the

additional advantage of being able to provide

nationwide coverage and high levels of in-

sourced service support.

Accident management and repair

There are a number of large competitors

within the businesses of accident and

claims management, replacement hire

and bodyshop repair. Principally, they offer

specialist services in a particular vertical, with

very few offering multiple solutions. Where

they do, it is typically as part of a consortium,

rather than being fully integrated.

As an integrated solutions provider, ZIGUP

offers clear benefits to customers; the breadth

and quality of services offered through its

claims and services platform; the ability to

fully connect into insurance partner systems;

and efficiencies from scaling automated

processes and self-serve portals for

policyholders.

The UK bodyshop market is highly

competitive, with a diverse range of

participants ranging from single-garage

service centres and bodyshops, to large

independent national chains and in-house

operations within large insurance companies.

There is a trend to outsource requirements

to networks of independent repair centres

or regional or nationwide bodyshop group

operators, such as ZIGUP.

Market opportunity

Our customer base of over 17,000 rental

customers and over 200 claims and services

partners is growing, supported by both

acquisitions and underlying market growth,

driven by outsourcing. Clients are attracted to

the services they can access from ZIGUP’s

integrated platform, the simplicity this brings

to complex processes, and our specialist

technical expertise.

Our market leading NPS and Trustpilot

scores reflect the focus we have on excellent

customer service as a key differentiator.

Vehicle supply

Between 2020 and 2023, COVID-19 and

global conflicts combined to create tight

supply conditions for new vehicles. An

easing of these constraints started in 2023

and a resulting normalisation both of supply

chains for new vehicles and parts, together

with the stabilising of residual values for

used vehicles. ZIGUP has relationships with

over 40 OEM automotive brands and is one

of the largest single purchasers of LCVs in

the UK and Europe. Our strong supply-side

network means that we typically have early

access to new vehicle supply at scale and

attractive rates, and are an early adopter

of new technologies. This enables us to

refresh and expand our fleet of over 130,000

vehicles.

EV and new technologies

The growing market for non-ICE vehicles,

principally battery powered electric vehicles,

was also impacted during COVID-19. For

the emerging e-LCV segment, there has

been the additional challenge of limited

options being available, particularly at larger

payloads. As next-generation technology

offers greater range and flexibility potential

for fleet users, e-LCV adoption is expected

to grow significantly in the coming years, as

they come to market.

We are working to develop relationships with

current and new OEMs who are embracing

new technology. This will

help us to support the energy transition

for LCV fleets and align with expected

future regulatory changes, such

as the phasing out of sales of

new ICE cars and LCVs.

This market environment provides a

broad range of growth opportunities:

• Underlying market growth driven by

continued increase in rental penetration in

our geographies

• Organic growth from customers attracted

to our unique business model

• Capital-light growth from a growing range

of ancillary services

• Inorganic growth in adjacent or

complementary markets

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Spain: LCVs

The total number of LCVs is estimated at nearly

4.2 million, and the LCV rental segment totals

c. 233,000 or 5.5%, which is below other mature

markets. Regarding LCVs rental segment, around

62% belongs to car-derived vans, a significantly

higher proportion than in UK and Ireland. The

average age of vehicles in Spain is estimated

at 15 years, which represents a growth lever for

rental solutions.

LCV rental has seen significant growth over the

past five years as ownership and leasing remain

traditional routes for most corporates. GDP

remains above the EU average, helping demand

in infrastructure-related sectors, which form a

significant portion of our customer base.

There are several large market participants

operating across the LCV rental segments;

principally leasing companies focused on the

minimum term rental product that typically have

limited physical operations or service capability.

Within the flexible rental segment, where a strong

branch network is necessary to support a higher

level of customer engagement and shorter hire

durations, there are very few national or regional

players. Northgate Spain has the largest fleet and

branch network.

In the UK, there are estimated to be 40 million vehicles

on UK roads and around 2.3 million road traffic accidents

annually, resulting in two million insurance-related vehicle

repairs beingundertaken.

Each claim results in different and complex legal

processes but will typically involve incident recovery,

replacement vehicle loan and bodyshop or mobile repair.

Our existing insurance partners are estimated to represent

up to 20 million policyholders, and typically contract

with providers to secure their hire and repair capacity

needs, or as referral partners. We also support large

leasing companies in the UK’s FN50 and with incident

management from the first notification of losscall.

UK and Ireland: LCVs

Total LCVs on the road in the UK and Ireland

are estimated at 5.2 million, and the outsourced

segment makes up a modest but growing

percentage. The decision for short term rental over

long term leasing is determined by several factors,

including: financing exposures, greater flexibility in

managing fleet size from shorter leasing durations

and the advantage of full service and maintenance

support offered by rentalsolutions.

Within the UK, ZIGUP is estimated to be the

second-largest rental company by number of

LCVs and the largest specialising in B2B flexible

and term rental. Around half of our vehicles are on

hire with industries which support the backbone

of the UK economy, from local government and

healthcare to engineering and utilities; a further

third support retail and consumer services.

Customers are increasingly attracted by our range

of ancillary services. These include bespoke

fitout, telematics, fleet management and support

services, consulting and end-to-end support for

transition to electric vehicles, including charging

infrastructure installation.

Current market dynamics:

• Strong GDP growth, supporting market growth

from corporate expansion and startups

• Growth in both minimum term and flexible

product penetration as the rental market

matures

• Very few operators with a presence in all

of the major cities, no other nationwide

service-focused operator

• Limited take-up of EVs as national charging

infrastructure is limited,especially outside

core urban areas

Current market dynamics:

• Strong new business opportunities, as large

fleets look to replace older vehicles kept on

fleet due to new vehicle supply shortages

between 2020 and 2023

• Increase in pricing for both new vehicles and

young used vehicles means that leasing or

rental is a more attractive fleet strategic option

• Increasing interest in e-LCVs as businesses

start to plan their net zero transition, though

regulatory uncertainty and product limitations

are restricting demand

Total LCVs in UK and Ireland

5.2m

Total LCVs in Spain

4.2m

Total vehicles on UK roads

40m

Insurance-related vehicle repairs

being undertaken

Market information based on management estimates

Spotlight: Leveraging value

chain expertise

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Page 8

Our third party repair

network

FMG has a network of 540 independent bodyshops

across the UK alongside our own FMG RS network.

These provide the coverage and capacity needed to

deliver around 200,000 vehicle repairs a year.

Hear from our Director of Network as to how we

ensure quality and consistency, ensuring we are in

constant communication with the network, working

in partnership to support their needs and deliver a

high quality repair every time.

Current UK market environment:

• Softer insurance cycle, a number of

regulatory reviews (Motor Insurance

Taskforce, Consumer Duty)

• Consolidation both in insurance market

and also around bodyshop groups

plus some smaller claims and services

providers exiting market

• A number of new specialist insurer

entrants operating a fully outsourced

model

• Decline in claims frequency helping an

easing of capacity in bodyshops, but

technician supply shortage remains

• Greater requirement for digital

processing, increase in ADAS and other

technologies in vehicles requiring greater

investment in bodyshop technology

Accident management, claims and repair

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OUR MARKETS continued

CHIEF EXECUTIVE’S REVIEW

The Group has delivered a strong operational

performance, reflecting a year of significant effort

across the businesses, growing market share

and material improvements in customer service.

The financial performance reflects the benefits

of our differentiated business model, delivering

group underlying performance ahead of market

expectations.

The structural growth drivers we identified at the

time of the merger as long lasting, of the growth

of outsourcing and preference for usership over

ownership, remain robust. They are increasingly

allied to a greater appreciation of the benefits of an

experienced partner offering significant technology-

enabled value-added services.

At the same time, we believe the headwinds which

have impacted the Group’s performance over the

past couple of years are receding, with vehicle

residual values and replacement hire lengths having

substantially normalised and have been stable since

the first half.

We have made good strategic progress within the

business, initiated at the start of the year with our UK

and Ireland organisational changes, the introduction

of an Executive Committee focused on group

strategy, and the new ZIGUP brand successfully

launched. These have supported tangible outcomes

and operational progress including a simplified

customer journey supporting greater cross-selling.

Our successful refinancing efforts through the year

have extended our average maturity out into the

2030s and gives increased headroom and flexibility

for future growth.

Strong market positioning in a

highly receptive environment for our

differentiated solutions

The markets in which we operate are resilient

and we are very well positioned as a top-three

participant in each with market shares of c.20%.

This enables us to leverage the scale and strengths

of our business model and nationwide presence in

each of Spain, UK and Ireland.

In Spain, the market grew at 5% reflecting a

combination of strong macro-economic conditions

and the historically lower rental penetration than

other European markets. Our positioning as the

leading national provider of LCV rentals enabled us

to grow significantly ahead of the rental market with

a differentiated product offering and growing branch

network addressing both large corporate fleets and

smaller high-growth businesses.

In the UK, our business is supported by structural

growth. LCV miles travelled have risen 10% over the

past five years and now account for around 20% of

total road miles travelled. This year we have seen

the strongest new business pipeline for five years

alongside robust demand from existing customers,

over half of which we have supported for over a

decade. Our specialist vehicle businesses again

achieved record growth, with VOH up 19%.

The Claims & Services business operates across

a number of verticals supporting the UK insurance

market, which this year entered a softer cycle

alongside consolidation activity amongst some

of the larger players. Insurance partners are

increasingly looking for technology-led solutions,

including self-service portals and streamlined

customer journeys reducing claims handling time.

Our differentiated offering and industry leading

customer feedback scores helped ensure we

successfully confirmed contracts for all of the

insurance partners who were going through a

renewal cycle, including DLG, QBE and Tesco

Insurance, and we added six more partners to the

platform.

A clear focus

in FY2025.

The Group has delivered

a strong operational

performance, reflecting a

year of significant progress

across the business, growing

market share and benefiting

from material improvements

in customer service scores.

Martin Ward

Chief Executive Officer

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A number of larger scale programmes are also well

underway, including a new rental platform in the

UK&I which is moving into trial phase and a unified

communications project which will deliver significant

new functionality to our call centres. The rollout of

ADAS testing in the workshops brings repair time

We have continued to enhance the product offering

including specialised solutions ranging from a new

refrigerated vehicle and a workforce protection

solution for road tunnel use, where we were the only

UK provider able to deliver such bespoke solutions.

We have launched an asset-tracking product for

customer equipment which integrates into our

telematics and fleet management solutions, and

enhanced the functionality and insights available

on our customer portals.

We opened a further six branches and depots

across our geographies in the year, responding

to high levels of demand and growing fleet sizes.

We see further opportunities across the Group to

increase capacity and productivity by getting closer

to our customers and increase our responsiveness.

Spain added a vehicle delivery centre and a further

service centre to better manage branch capacity in

both Madrid and Barcelona.

Our technology programmes seek to enhance the

customer experience and to deliver efficiencies

and the ability to scale further. In Spain, the

combination of a new CRM system and the launch

of the enhanced e-auction disposal site bring

much greater functionality and insight to support

customer engagement, as the business expands

its customer base.

In the UK and Ireland, there has been significant

adoption by policyholders of our new self-service

portals for direct hire and repair solutions, which

is being rolled out to more partners. Further RPA

processes have targeted high-volume manual

activities, allowing colleagues to focus on

greater responsiveness to those cases needing

intervention. Four more insurance partners joined

our claims protocol in order to benefit from the

operational efficiency of our dedicated portal and

automated processing.

Vehicle supply has normalised, with

headwinds receding

Vehicle supply has essentially normalised in both

our core markets, allowing for greater visibility

and certainty of supply. We have the expertise to

successfully manage what is a significant fleet

recycling programme, where we have a growth

capex focus in Spain and we are progressing well

through the replacement programme in the UK.

In the UK, LCV residual values reduced over

summer 2024, down from their historic highs in

2022, and have been stable since October 2024.

This is a trend we have forecast and highlighted

a number of times, together with its impact on

disposal profits.

Replacement hire durations across the claims

industry also reduced early in the first half of the

financial year, stabilising in the Autumn. This

reflected lower volumes and improving capacity

within repair networks and improving parts supply

chains, but impacted our hire margin. We believe

both of these headwinds have now largely passed,

while the structural growth drivers remain constant

and attractive.

Clear operational progress within the year

enhancing the customer experience

Our business model is centred on delivering a

customer experience which differentiates us

from our peers and through this develops long

term trusted relationships with our partners and

customers. Over the past year we have placed great

emphasis internally on simplifying the customer

journey, resulting in improved engagement scores

and customer retention.

Our focus on customer service is reflected in the

strength of our NPS scores across the business,

with a consolidated score of 64 and Trustpilot

scores close to double those of some industry

peers. Excellence in customer service is central to

our proposition and a key differentiator. We utilise

feedback to improve our performance at the branch

level, and report monthly KPIs to our partners.

efficiencies, while new plastic welding solutions

maximises reuse and lowers repair costs. A new

secure control centre for our National Highways

support team was recently launched, enhancing our

capabilities and capacity to support agencies

in their management of the UK road network.

Spotlight: Integrated

customer service offering

Discover more

Page 19

Leveraging

customer service

feedback

Across ZIGUP we hugely value customer

feedback and look to understand how we

are performing throughout the customer

journey. We use both Trustpilot and NPS

surveys to help identify where things

are working well and where we need to

improve. The ability to obtain direct and

immediate feedback has been a cornerstone

of our Customer First programme, and also

a key part of our KPI reporting to partners

who trust us to work directly with their policy

holders, customers and drivers.

Hear from our Customer Services Director as

to how surveys have helped deliver improved

customer experiences, including simplifying

call centre scripts and self-service portals.

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CHIEF EXECUTIVE’S REVIEW continued

Spotlight: Embedded risk

and financing know-how

Discover more

Page 51

Managing vehicle

purchasing

With monthly purchases often in excess

of 2,000 vehicles, our Spanish team

have longstanding relationships with

manufacturers and expertise through the

economic cycle in purchasing at scale. 

Hear from our Director of Fleet discuss how

managing fleet acquisitions flexibly and

monitoring after-sales are key to delivering

the lowest cost of ownership.

Supporting sustainability

Within our operations we have made meaningful

progress on our internal targets to reduce

emissions that we can control, to date principally

through company car fleet migration and

renewable electricity contracts. Our current focus

is on minimising additional delivery journeys and

introducing more EVs into our branch support fleet.

We will look to refresh our near term emissions

targets within FY2026, together with completing

our double materiality assessment.

Programmes within the operations for repair and

reuse have been supported by investments in

plastic welding in the UK and in expanding the green

parts usage in Spain, reducing the overall cost

of repair.

For customers, our award-winning Drive to Zero

programme has continued to gain traction with

customers looking to integrate EVs within their

commercial fleets, with e-LCVs on hire up over 80%.

Actions in the year included preparing for the launch

of an EV consultancy service, supporting fleet

managers with data-driven analytics and targeted

driver surveys to support migration plans. This

runs alongside our online portal offering suitability

analysis, EV open days and a broad range of EV

charging solutions. We were recognised in the

year for our EV leadership with awards including

‘Sustainability Mobility Solution’ (Spain) and

‘Best Eco Initiative’ (UK).

Disciplined approach to investment

opportunities across the Group

Strong market conditions and the range of

opportunities open to the business require us to

be highly disciplined in our investment decisions.

Our strategic pillars of Enable, Deliver and Grow

were introduced at the start of the year and have

helped the businesses frame their priorities and

align across the Group. We see scope for attractive

returns from investments in our fleet; and when

investing in our facilities. These deliver greater

scale and efficiencies, such as the payback for

plastic welding being under 12 months in a number

of branches.

Our disciplined investment approach also applies to

our approach to specialist markets. We believe that

the EV charging installation market is going through

a period of consolidation, with the likely outcome

being a handful of successful providers able to

operate nationally. Our recent partnerships with

Hive, Scottish Power and British Gas have given

us the confidence to invest in our service offering,

including our nationwide installer network. At the

same time, the personal injury market appears

increasingly less attractive and as a result we

have made the decision to reduce our operational

exposure and activities.

CHIEF EXECUTIVE’S REVIEW continued

Notable awards won in the year

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Strong financial capacity and sustainable

shareholder returns

Our refinancing actions this year have brought

further capacity to the Group and were undertaken

on an investment grade basis with improved

commercial terms. In three transactions between

October 2024 and April 2025 we extended our

debt maturities out to 2034 and increased liquidity

by £285m, providing further flexibility, with total

available debt facilities at year end of £1.1bn.

Our balance sheet and business model is attractive

to a broad range of lenders, offering exposure to a

diverse customer base and an asset-backed profile

supported by £1.5bn of vehicle fleet compared

to net debt of £837m. This is combined with a

conservative and long term value-oriented approach

to capital allocation, appropriate for the industry in

which we operate and where leverage is a natural

part of the business model.

Leverage remained comfortably within our 1-2x

target range, finishing the year at 1.8x, reflecting

substantial investment in the fleet, in our branch

network and in supporting returns to shareholders.

Our strong balance sheet provides the business

with the ability to be both long term in our organic

investment and agile in our approach to M&A and

other investment opportunities.

The Board also views share buybacks as a useful

element within our capital allocation framework,

alongside a progressive dividend, and regularly

reviews the relative merits of share repurchases

against our other investment priorities throughout

the year.

Given our continued confidence in the prospects

for the business, and the opportunities open to us in

attractive market conditions, subject to shareholder

approval, the Board has proposed a final dividend

of 17.6p per share (2024: 17.5p), to be paid on

30 September 2025 to shareholders on the register

as at close of business on 29 August 2025, bringing

the total dividend to 26.4p (2024: 25.8p), a 2.3%

increase on the prior year.

Our people

This year we embarked on a three-year people

strategy, seeking to reinforce our group culture

and build the framework to develop the talent pool

required for long term sustainable growth, including

a deeper and more diverse leadership pipeline.

Our goal is to ensure an attractive workplace where

colleagues feel engaged and valued.

Key elements include enhancing our technical

skills capability, succession planning and offering

progression and support to deliver a high-

performance culture. Once again, one third of

roles filled in the year were filled internally, with the

majority achieved through promotion.

We have energised our DE&I activity, including

targeted recruitment strategies to reach more

diverse talent pools and defined development

pathways. We have also developed greater support

for mental health within the workplace, in addition

to an expanded wellbeing provision. Outcomes

from these efforts include a strong response to the

engagement survey, with participation over 80% in

each region and overall satisfaction in line with the

prior year at 75%.

The recognition through the King’s Award for

Enterprise for 2025 as one of only 10 awarded in the

category for Excellence in Promoting Opportunity

is a source of immense group-wide and personal

pride. It reinforces the value of the investments we

have made in building the skills for the future and the

impact this is having on early careers for individuals

from diverse backgrounds. We have over 400 early

careers apprentices enrolled across the Group,

supported by experienced mentors, contributing

to a 13-year reduction in our average bodyshop

technician age over the past three years.

Martin Ward

Chief Executive Officer

9 July 2025

Spotlight: Embedded risk

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Our refinancing

actions

Over the past year we have undertaken

a series of three refinancing actions

which together brings further capacity to

the Group on commercially favourable

terms. It extended our average maturity

out to beyond 2030 and with expanded

facilities of £1.1bn, provides greater

flexibility for investment.

Hear from our Group Treasurer on our

financing strategy and how the strength

of our balance sheet and growth over the

past five years in terms of size, scale and

diversification has helped the way we are

viewed from a credit perspective.

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CHIEF EXECUTIVE’S REVIEW continued

OUR STRATEGY

Delivering sustainable growth

for all our stakeholders.

Our strategic pillars

Joined up, sustainable

mobility solutions.

Develop products, services and operational

capabilities which embrace technologies to enable

increasingly connected smart mobility within our

customer proposition.

A differentiated and responsible

customer experience.

Across our broad service offering, trusted to provide

customer service that exceeds expectations and

delivers industry leading responsiveness and

operational efficiency.

Broadening customers and markets,

and an expanded product offering.

Exploring opportunities to responsibly grow the

business breadth, size and capabilities, including

into both complementary and new products

and geographies.

Pillar one:

Enable.

Pillar two:

Deliver.

Pillar three:

Grow.

Through this:

We ensure our people and facilities are equipped with

the right tools and skillsets to work in an increasingly

complex and connected mobility environment.

We develop imaginative mobility products which use the

power of digital and connected technologies to provide

greater efficiencies and insights for customers.

Investment in our infrastructure to ensure we are well

placed to benefit from advances in technology and the

automotive energy transition.

Ensuring we:

Have customer service excellence at the heart of our

integrated product and services offering.

Maintain a reputation for expert and reliable delivery of

support to ensure customer mobility.

Seek continuous improvement across our network

of modern and increasingly energy efficient branch

operations and vehicle fleets.

Achieved through:

Expanding relationships with our existing customers,

built on trust, partnership and shared benefits of scale

and benefits of the integrated mobility platform.

Extending our customer base and our operational

footprint across our current regions through

differentiated products and services.

Being agile in exploring opportunities in

complementary and new products and

geographies.

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INTEGRATED MOBILITY

Integrated customer

service offering.

We enable customers to best manage their

changing mobility needs.

Our mobility platform allows us to provide the most responsive and tailored service

to customers, fleet drivers and policyholders.

Our focus on integrated customer service,

combined with nationwide coverage and

tailored and responsive solutions, is a key

differentiator.

We seek to provide meaningful insights and

exceptional customer service from a single

vehicle to whole fleets.

These are increasingly technology-enabled

solutions which allow customers to manage

their mobility needs through the most

convenient andefficient routes which

minimise operationalfriction.

Case studies: our integrated mobility in action

Expanding customer

service channels

Broadening our service solutions for

claims and repair customers.

Out-of-hours claims

support

Working with our insurance

partners to enhance out-of-hours

support to policyholders.

Customer First

programme

Our focus on enhancing customer

service experience.

Leveraging customer

service feedback

How we use NPS surveys to

improve the customer claims

journey.

Simplifying customer

engagement

The success of the

‘One Road’ programme on

account simplification.

See further details of our case studies at: www.ZIGUP.com/spotlight

See Page 15

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HOW WE CREATE VALUE

Proven strategic

framework with strong

value proposition.

We seek to take advantage of the structural trends prevalent in our markets, delivering sustainable

value and positive impact for all our stakeholders.

Structural trends

From changing consumer expectations

and technology to resource efficiency and

energy transition.

Our business model

How we generate revenues,

our key resources and core

competencies.

Stakeholder impact

The contribution we make to

stakeholders including customers,

our people, investors and communities.

Page 21 Page 24 Page 26

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Structural

trends

Our business

model

Stakeholder

impact

Impacts on our markets.

Consumer experience Technology and skills

Resource efficiency Energy transition

Competencies key

Systematic claims and repair Future automotive skills development Management and execution Supporting energy transition

Nationwide customer service

Integrated mobility platform

Shifting consumption

and behaviour

Changing customer

service expectations

Transformative technology

and increased outsourcing

Employment

and skills gap

Greater awareness and concern over the

environmental impact of consumption and

logistics.

Increasing personalisation of services and data,

adapting to changing needs and preferences.

Seeking external expertise for non-core

services, building strategic partnerships with

fewer partners.

Technology advances have led to skills gaps

in automotive industries and in sustainable

mobility.

Relevant core competencies

Natural resource

management and circularity

Sustainable

mobility

Lower carbon

vehicles

Climate change

infrastructure transition

Increasing focus on minimising landfill, with

reuse or repair for non-degradable elements.

Delivering cleaner, safer, more inclusive mobility

allied to affordability and accessibility.

New technology solutions offering potential

alternatives to ICE vehicles even at higher payloads.

Need for public infrastructure and investment to

support affordable lower carbon mobility.

Relevant core competencies

Discover more at:

www.ZIGUP.com/about-us/how-we-create-

value/structural-trends/

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INTEGRATED MOBILITYINTEGRATED MOBILITY

Deep technical and

industry expertise.

Trusted by customers to resolve their mobility

issues, drawing on our decades of experience.

We are recognised for our longstanding technical expertise and industry

experience, operating one of the largest UK and Spanish rental fleets and the

UK’s largest integrated claims management platform.

Technical expertise across the vehicle lifecycle

is complemented by deep understanding of the

maintenance and repair requirements to keep

a corporate or leased fleet mobile.

Our expertise in claims management is trusted

by participants across the insurance market.

Our award-winning apprentice programme

reflects the importance we place on training

and mentoring the next generation of

automotive technicians.

We are an active participant in many industry

forums to help promote best practice.

Case studies: our integrated mobility in action

Delivering technical

training

Ensuring technical excellence

through training.

Apprentice skills

competition

Helping apprentices hone their

practical skills through an internal

competition.

See further details of our case studies at: www.ZIGUP.com/spotlight

Supporting industry

policy development

Our engagement with BVRLA on

the Zero Emission Van Plan and

ZEV mandate.

Introducing plastic

welding to FMG RS

Rolling out plastic welding

technology through our

bodyshops.

FNOL: supporting

accident reporting

The skills needed by our call

centre teams to manage the first

notification of loss.

See Page 33 See Page 34

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Leveraging analytics

and data.

We are embedding new technologies to

enable greater analytical understanding and

efficiencies for sustainable mobility.

From fleet choices to preventative maintenance, data analytics is helping

support better decision making. Ensuring data quality is also the bedrock

of full transparency and successful claims.

Our business model enables a joined up

view on vehicle management, allowing us to

provide customers with the highest level of

transparency and enhanced expert analysis

of their fleet and vehicle maintenance or repair

needs.

We help our customers monitor their mobility

footprint and identify ways to be more

efficient, reducing both cost and emissions.

With longstanding experience across the

vehicle lifecycle we are best placed to provide

strategic advice on long term fleet choices.

Case studies: our integrated mobility in action

The power of

telematics

Discussing our new Spanish

telematics and analytics

programme.

INTEGRATED MOBILITY

New LCV

fleet portals

The introduction of enhanced fleet

reporting, enabling greater insight

for fleet customers.

Self-service claims

management

Launching a new online channel

for reporting and booking repair

services.

Claims efficiency

through RPA

The benefits of our programme to

automate processes within claims

management.

See further details of our case studies at: www.ZIGUP.com/spotlight

Benefits of ADAS

capability

Reviewing our programme of

rolling out ADAS testing across

our bodyshops.

See Page 44

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Structural

trends

Our business

model

Stakeholder

impact

We capitalise on our key strengths.

We generate revenues by providing vehicles and other mobility services through an integrated and differentiated service across the vehicle lifecycle.

They are supported by core competencies set out on Page 25

Breadth and flexibility

With national networks across the UK, Ireland and Spain, we provide

a significant capability for customers requiring national coverage and

experience to manage the demands of a large fleet or policyholder base.

End-to-end service offering

Our integrated platform enables us to provide a seamless

suite of mobility services to B2B customers across the whole

lifecycle, ensuring that we maximise customer revenues.

Operational scale

Customers benefit from our responsiveness and ability to provide

a seamless suite of services at scale, helping keep them mobile.

Trusted expertise

Our expertise in EVs and charging infrastructure supports

businesses embarking on their net zero journeys.

Integrated mobility

platform

Vehicle lifecycle

management and execution

Systematic claims

and repair

Nationwide

customer service

Future automotive

skills development

Supporting

energy transition

Strategic report

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Corporate governanceFinancial statementsOther information

Structural

trends

Our business

model

Stakeholder

impact

Our core competencies and resources.

Our scale and longstanding expertise across vehicle rental, incident and claims management and repair provides significant value to our customers.

Integrated mobility

platform

Systematic claims

and repair

Future automotive skills

development

The development and operation of an integrated platform

deliveringaseamlesssuite ofmobility services to B2B partners

and their customers and policyholdersacross the vehicle

lifecycle.Simplifying their procurement and operational processes

and achieving greater cost efficiencies.

Longstanding expertise and development of an industry leading,

highly structured and fully documented claims and repair processes,

delivering cost and audit transparency for all parties involved in

a claim and repair.

Remaining at the forefront of advancing automotive technology

through industry leading training and two IMI-accredited technical

training centres. A vocational recruitment and training team,

supporting our unparalleled commitment to developing and

mentoring the next generation of vehicle technicians.

20m

Policyholders supported

600

Total repair network

182,000

Training hours in FY2025

Vehicles under fleet management

205,000

Vehicles repaired in FY2025

442

Apprentices

All statistics are as at 30 April 2024 unless otherwise stated

Vehicle lifecycle

management and execution

Supporting

energy transition

Nationwide

customer service

Deep understanding of the market dynamics and expertise in the

management of purchasing, holding and disposal of large-scale

LCV and car fleets through market cycles in the UK, Ireland and

Spain, achieving lower hire costs for both rental and replacement

vehicle fleets and customers.

Enabling LCV fleet transitions towards low-carbon mobilitywith

industry leading advisory and EV vehicle capabilities through to

turnkey charging installation and management services.

Customer-focused branch and quality assured repair networks

and delivery teams trusted to be the direct point of contact and

primary engagement for customers of our outsourcing partners.

Fast turnaround times, supported by customer service centres open

24/7.

131,600

Vehicles

7,70 0

EVs and hybrid vehicles

1,200

Customer service centre colleagues

36,300

Vehicles purchased in FY2025

10,400

Charging points installed in FY2025

24/7

Customer service

1 This is the first year that training hours capture all apprenticeship training totalling 87,000 hours in FY2025.

2 Our total apprentice number comprises 442 early careers apprentices and 82 advanced apprentices. This number relates to the early careers apprentices only.

Strategic report

How we create value

Strategic report

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Other information Corporate governanceFinancial statementsOther information

See more on our website:

www.ZIGUP.com/about-us/how-we-create-value/stakeholder-impact/

Customers

and consumers

Partners

and suppliers

Government

and regulators

Investors Our people Community

Customers and consumers

are central to our business;

from sole traders, large multi-

national fleet owners and their

drivers, or policyholders of our

insurance partners.

We strive to provide the highest

levels of customer service

and a flexible range of mobility

solutions to keep our customers

and consumers mobile and

focused on what is important

to them.

We enjoy industry leading NPS

and Trustpilot scores, and use

feedback to improve customer

experience.

We are committed to promoting

investor confidence and

understanding, to enable both

equity investors and lenders

make informed decisions.

We regularly discuss our

strategy and business

objectives at conferences,

group meetings and face-to-

face meetings, and have active

engagement with our five

coverage research analysts.

Our website and investor

engagement have been

recognised as best in class

through industry awards and

nominations.

We seek to build mutually

beneficial relationships with all

our partners and key supply chain

partners, enabling us to focus on

every step in the full supply chain

and to operate efficiently. We have

responsible business and supplier

policies and commit to working in

a transparent and consistent way.

We engage on a regular basis,

including regular meetings

to review performance and

improvement plans, and

collaborate where there are

issues to improve delivery and

customer service.

With over 7,800 people

across three countries and

185 locations, our colleagues

are central to our business

performance and our ability to

provide customer service.

We are focused on attracting

and retaining talent in

competitive markets and

ensuring colleagues fulfil their

potential.

We also engage in formal

communications through The

Voice Network and the Have

Your Say survey.

We look to engage with

governments and regulators

to maintain a constructive

dialogue and ensure we

understand an ever-changing

landscape for mobility.

Policies relating to the EV

transition are a key focus,

together with operational

safety compliance aspects and

personal data handling.

We were a core contributor to

successful industry efforts to

achieve changes to the UK ZEV

mandate.

We engage with the local

communities in each major

location we have a presence,

including local schools,

business groups and

community organisations.

We aim to positively impact our

communities by encouraging

our colleagues to volunteer

locally, both individually and as

part of team activities.

Our engagement in this area

includes the loan of vehicles,

volunteering and fundraising

activities.

Understanding value chain impacts and stakeholder expectations is critical to our long term success.

Delivering value and positive impact.

Structural

trends

Our business

model

Stakeholder

impact

Corporate governanceFinancial statementsOther information

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Supporting public

sector mobility.

We help keep the UK road network safe and our

public sector clients mobile.

ZIGUP provides a broad range of services to public sector organisations, ranging

from local authority and social housing fleets, road maintenance safety and

supporting the emergency blue-light and road network services.

Across our businesses we partner with

a broad range of public sector clients

supporting their mobilityneeds.

These include supplying a combination of

LCV and specialist workforce protection

vehicles for infrastructureprojects.

We are also uniquely able to deliver joined-up

solutions such as digitally integrating into traffic

systems for emergency services and National

Highways.

These range from statutory recovery

requirements and local authority social mandates,

through to helping enable the energy transition for

public sector clients and contractors.

Case studies: our integrated mobility in action

Supporting essential

housing services

Helping a large housing association

customer with their fleet needs.

Partnering with blue

light agencies

Delivering specialist support

for police forces including RTA

evidence protection.

Providing road

workforce protection

Blakedale’s support for road

maintenance at London’s new

road tunnel.

Keeping the UK road

network moving

The support we provide National

Highways on the UK motorway

network.

Delivering council

EV infrastructure

Upgrading North Tyneside council’s

EV charging infrastructure.

See further details of our case studies at: www.ZIGUP.com/spotlight

INTEGRATED MOBILITY

See Page 78

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Overview

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SUSTAINABILITY OVERVIEW

Delivering value and positive impact.

ZIGUP’s purpose is to keep people moving, smarter. As a leading provider of responsible and integrated mobility

solutions, we consistently strive to deliver positive environmental, social and economic outcomes to our stakeholders.

Being a sustainable and responsible organisation is essential for

building trust with stakeholders and for fostering a resilient and

prosperous business. We keep people moving by offering a diverse,

well-maintained fleet of lower-emission vehicles.

In the aftermath of incidents, we support our customers by quickly

getting them mobile again and back on track.

We support public sector organisations, social housing providers,

road network contractors, and emergency services in delivering

the essential services vital for daily life and economic activities.

We embrace new technologies and develop more innovative working

methods, enabling our customers to outsource, improving their

efficiency and returns. As a large employer, we create significant

economic value, investing in the economy’s productive capacity.

Environment

Reducing environmental impact

Using our expertise to promote sustainable mobility,

extend vehicle lifespan, optimise efficiency, and

mitigate environmental risks.

Discover more

Page 36

Governance

Growing our business responsibly

Creating sustainable value for our stakeholders,

operating with integrity, transparency and responsible

governance.

Discover more

Page 30

Social

Supporting our people and communities

Providing positive social impact by nurturing talent from diverse

backgrounds, investing in automotive skill development, and

supporting local communities.

Discover more

Page 32

Our approach and accompanying ESG

commitments align with our purpose

framework and the UN Sustainable

Development Goals, which strive to create a

more just, prosperous, and sustainable future

for all.

Our leadership team fosters a culture that

values sustainability, and it empowers our

people to reduce environmental impact,

positively influence our surrounding

communities, and demonstrate industry

leadership.

Our key sustainability framework

This section forms part of a comprehensive

sustainability reporting framework outlining

our approach to governing, measuring, and

reporting sustainability to our stakeholders:

• Sustainability governance

• Engagement and materiality

• Sustainability strategy

• Climate action

• Data and disclosures

Discover more at

www.ZIGUP.com/sustainability

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Our progress Read more

A board evaluation was conducted, concluding that it is highly effective and exhibits

key strengths.

Page

The Board set a 10% ethnic diversity target by FY2027 for the Executive

Committee and direct reports, with succession plans developed and agreed.

Pages

92 to 95

The Customer First programme, which aims to enhance the customer experience,

has led to a 10% increase in our customer experience rating, now standing at 4.6.

Pages

14 to 17

Completed the initial phase of work on a double materiality assessment (DMA),

which will inform our ESG approach and reporting disclosures.

Pages

30 to 31

A 6% decrease in FY2025 of voluntary attrition demonstrates the increasing strength

of our colleague offering.

Page

There has been a 15% increase in total UK apprenticeship numbers from our award-

winning programme, and in Spain, internship placements have increased by over 50%.

Pages

Awarded the King’s Award for Enterprise for Promoting Social Mobility by

creating opportunities for individuals from diverse backgrounds to advance in the

automotive industry.

Page

Participation in our people engagement survey remained strong in both UK and

Ireland, and Spain, with satisfaction rates reaching 75% and 78%, respectively.

Page

Increased awareness of benefits led to 75% of UK colleagues enrolling in the

Benefits HUB, with a 4% rise in uptake. In Spain, 57% of colleagues registered, and

40% made purchases on the wellness platform.

Page

We have reduced our carbon emissions by 23% since our baseline year FY2022,

achieving our FY2027 target two years ahead of schedule.

Page

99% of the electricity we use at our facilities came from renewable sources, and the 17

solar arrays installed throughout our Spanish branches generated 687 MWh of electricity.

Page

In the UK, 99% of waste was diverted from landfill, and 94% was achieved in Spain

Page

There was a 26% increase in the purchase of green vehicle parts in the UK from

FY2024. Our Spanish operations recovered £3m worth of car parts from vehicles,

representing a 65% increase since FY2023.

Page

80% increase in EV rentals in the year, with 10,400 EV chargers installed to support

the energy transition.

Page

95% of our company cars are either EV or hybrid due to our forward thinking company

car policy.

Page

A climate change transition plan will be published

with revised GHG targets.

We have piloted a carbon literacy training module,

ready for deployment in FY2026.

An FMG RS environmental impact reduction working

group, reporting into the Sustainability Committee,

will be convened.

SUSTAINABILITY PROGRESS

Supporting

our people and

communities

Reducing

environmental

impact

Growing our

business responsibly

Future actions

The proposed new CFO appointment will increase the

representation of women on the Board to 50%.

Enhance Customer First training and relaunch our

service promise to clarify expectations.

Finalise the DMA identifying material ESG risks,

impacts, and opportunities.

Progress key: Completed On track More work to do

Discover our sustainability commitments across the three pillars on our website www.zigup.com/sustainability/sustainability-strategy/

Continue to enhance our benefits and support

colleagues’ financial wellbeing.

Expand the early careers pipeline by introducing

additional technical disciplines.

Deploy a group-wide talent management framework

to establish success profiles for critical roles.

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SUSTAINABILITY PROGRESS continued

Working hard to meet our ESG commitments.

We have commenced work on a double

materiality assessment as part of our

efforts to prepare for CSRD reporting

requirements.

Our continued efforts to improve our

service by fostering a customer-centric

culture have resulted in the Group’s

customer experience rating increasing

to 4.6 out of 5 and a NPS score of 64.

Our Spanish team won the Dirigentes

Award for excellence in customer

experience.

The Board was evaluated this year and

found to operate effectively, showing

strengths in oversight and accountability.

Growing our business

responsibly

Commitments

Ensure effective Board oversight

of ESG

Reinforce sustainable value

creation within our strategy

Foster ethical and responsible

behaviour across ZIGUP

Foster a customer-centric

continuous improvement culture

Maintain accountability by

reporting on our ESG impacts

Our approach

We have developed a robust framework for ESG

practices to address increasing customer demands

and navigate regulatory challenges in the EU and

the UK. The commitment to our sustainability

approach instils confidence in our ability to adapt

and thrive in the future.

Our governance framework and systematic

approach to ESG foster accountability, and

transparency. Our policies and management

systems effectively manage sustainability risks

while also taking advantage of opportunities.

Leadership

The Board oversees ESG matters, with the CEO

holding executive accountability. The CFO, as

Chairman of the Sustainability Committee, serves

as a liaison between this committee and the

Executive Committee, which reports to the Board.

Other key roles in managing ESG issues include the

Group Head of ESG, the Head of Group Safety and

Environment in the UK, and the ESG Manager

in Spain.

Double materiality assessment

We are midway through a 12-month process

to conduct a double materiality assessment.

The outputs of the assessment will inform

our ESG approach and provide clarity on

the expected disclosures required under

the CSRD reporting framework.

A crucial part of the assessment involved

identifying significant strategic ESG aspects,

the most relevant of which are detailed on

the following page . The relevance of each

aspect in relation to our value stream is

illustrated in the table on page 31.

In FY2026, we will identify and quantify

the impacts, risks, and opportunities

associated with the strategic aspects on

page 31. A crucial part of this process will be

engaging with our stakeholders throughout

the entire value stream. This approach will

foster a range of perspectives, allowing

us to gain a more comprehensive

understanding of our impacts, risks,

and opportunities.

The Sustainability Committee met on four

occasions in the year. Its goal is to assess the

significant issues affecting our ability to generate

economic, environmental, and social value.

The Sustainability Committee evaluates the steps

to address significant risks and opportunities while

recommending alternative programmes to improve

social and environmental performance. This year’s

key outcomes of the Committee included the

following:

• Review of the GHG baseline and methodologies

• Evaluation of the people strategy

• Double materiality assessment process

• ESG communication plan approval

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Initial phase double materiality assessment.

Upstream Operations & infrastructure Downstream

Aspects

Suppliers

OEMs

Claim processing

Vehicle hire and

servicing

Vehicle recovery

and repairs

EV charging

installation

Customers

Consumers and

end users

CSRD topic

ZIGUP operates a fleet of over 130,000 vehicles and manages around 1 million vehicles in total. To

meet regulatory requirements and customer needs, we are addressing the industry-wide challenges of

transitioning to low-carbon mobility in the UK and Europe to reduce environmental impact.

Environment

E1 Climate change mitigation

E2 Pollution

The maintenance and repair of complex vehicles require significant energy and resources. Therefore,

the automotive repair industry must seize opportunities to support the circular economy, promoting

sustainability and minimising the impact of waste.

Environment

E1 Energy

E5 Circular economy

Managing safety risks and upholding people’s rights to adequate physical health and mental

wellbeing is of paramount importance to ZIGUP, our suppliers and customers.

Social

S1 Own workforce

S2 Workers in the value chain

S4 Consumers and end users

The automotive industry faces a shortage of skilled labour. To address this risk, ZIGUP and other

industry stakeholders in the value chain must recruit diverse talent, invest in training and reskilling,

and attract more young people to the field.

Social

S1 Own workforce

S2 Workers in the value chain

Retaining people is crucial for an organisation’s success and sustainability. Effective colleague

engagement, appropriate rewards and recognition and increased flexibility can have a positive impact

and lower the likelihood of colleagues leaving the Group.

Social

S1 Own workforce

ZIGUP, directly and on behalf of insurance companies, collects and stores personal information;

establishing effective risk management processes that prioritise data protection is essential for

maintaining privacy, security, and trust in today’s digital landscape.

S4 Social

S1 Own workforce

S4 Consumers and end users

Providing clear, accurate, and easily understood information to consumers and end users, including

vulnerable groups, positively impacts their ability to make informed and confident decisions.

Social

S4 Consumers and end users

Building mutually beneficial supply chain relationships and fostering trust requires alignment on

expectations, adherence to timely payment practices, and compliance with ethical standards.

Governance

G1 Business Conduct

Level of relevance to our value stream: High Medium Low N/A

The identified strategic ESG aspects which will provide a framework for assessing impacts, risks and opportunities.

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SUSTAINABILITY PROGRESS continued

Investing in our people.

10%

increase in early careers apprentices

compared to FY2024

115%

increase in advanced apprentices

compared to FY2024

92%

of our technicians are trained on EVs

across both Northgate and FMG RS.

The Employee Engagement Forum was

reformed as The Voice Network to increase

reach and impact across the organisation.

Supporting our people

and communities

Commitments

Work towards the goal of no harm

or injuries

Foster a mutually supportive

workplace

Recruit and nurture talent from

diverse communities

Generate positive social impact in

the community

Invest in the development of an

early careers programme

Invest in vehicle repair training

and technology

Overview

We recognise that our industry reputation and

our continued success is achieved through

the hard work and dedication of our people.

Central to this is their growth in knowledge,

prosperity, health and wellbeing.

Our three-year people strategy is targeted

at empowering our colleagues to be their

best. The strategy is designed to enhance

the colleague experience, strengthen our

culture, and build the capabilities needed for

long term success. We seek to remain at the

forefront of advancing automotive technology

through industry leading technical training,

development, and apprenticeship schemes.

As a large employer of 7,800 people, we are

conscious we can create significant economic

value for society, by investing in skills and

training to enhance the productive capacity of

the economy. We are committed to providing

a secure and safe working environment and

service for all our people and customers and

to giving back to our communities.

Developing our people

Our goal is to create an outstanding colleague

experience by improving engagement, retention,

and inclusivity. Targeted outcomes include reducing

voluntary attrition, maintaining high levels of

colleague engagement and reducing sickness

absence. We also aim to strengthen internal

mobility, increase participation in SAYE and active

take-up of the colleague benefits we offer.

This year we have looked to leverage technology

and embrace automation as core enablers of

operational excellence within our HR shared

services team, removing friction in our systems and

processes and better supporting our colleagues.

Our immediate priorities have been to resolve

service requests quickly, increasing self-service

adoption, automating processes, and using

data and analytics to support smarter decisions.

Recruiting and developing talent

Our focus is on developing talent and building the

capabilities needed for long term success. Key

priorities include increasing the number of ‘ready

now’ successors, ensuring robust succession

plans are in place, offering progression routes that

allow all our people to realise their potential and

embedding a high-performance culture.

We have worked hard to ensure we recruit and

nurture talent from diverse communities, and

to ensure a balanced technical and behavioural

training mix. We are also reducing the average age

of our technician population through the success

of the early careers programme, which will help

to deliver longer term sustainable growth, now

at 41 years compared to 46 years last year and

54 years in FY2023. Additionally, we are focused

on enhancing diversity, with targets for recorded

diversity data, and increasing ethnic minority and

female representation in leadership to be achieved

by FY2027.

6ppt

Reduction in voluntary attrition since FY2024

33%

of roles filled internally, demonstrating

our aim to encourage career progression

SUSTAINABILITY PROGRESS continued

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Management development and

succession planning

Management development and succession

planning our new talent management strategy

aims to establish a more robust and diverse

leadership pipeline. Our goal is to promote from

within whenever possible, equipping our people

with the knowledge and confidence to advance

their careers. One third of all roles were again

filled internally over the past year, many through

promotion.

We have a clear definition of potential and

performance, aligning leadership objectives with

DE&I, customer experience, and ESG priorities.

Following a successful talent review with the

Nominations Committee, we are implementing a

structured approach to identifying and developing

talent across the business.

We prioritise leadership development focusing

on empathy, ethical decision making, and cultural

competence. Our digital upskilling programs

in data literacy, cyber security, and ethical

AI prepare teams to thrive in a fast changing

environment.

To support the scalability and rigour of this

approach, we have invested in a new automated

talent management application.

Training

Over the past four years, we have invested

significantly in a group-wide learning and

development programme to empower our

colleagues to learn, innovate, and provide

exceptional customer service.

182,000

training hours delivered

in FY2025

Early careers

We continually invest in developing and promoting

an early careers programme that attracts young

people to our industry and provides them with an

inspiring and rewarding career. We believe that high-

quality and rewarding apprenticeships and trainee

experiences will reduce the number of internal

vacancies and secure a talent pipeline to support

our ambitious business growth plans.

Across the Group’s business entities, we have

expanded our apprenticeship provision to cover

a diverse range of standards, including Paint,

Panel, MET, Light Vehicle, Commercial Electrical,

Customer Service, Business Administration, HR

and Payroll — helping ensure we support both

technical and professional career development.

We recruited 94 early career apprentices this year

in the UK and Ireland, taking our total programme

participants to 225. Alongside this we grew internal

enrolment on advanced apprenticeships by 115%,

supporting 82 colleagues to progress and upskill

within the business.

To enhance the apprentice experience, we launched

a new Technical Skills Competition, aligned with

the IMI World Skills framework. This ran alongside

our first Apprentice of the Year Awards and two

graduation events, celebrating 35 newly qualified

apprentices.

Our mentor development programme also stepped

up this year, with 78 mentors trained through 14 CMI

recognised sessions, together with 36 team leaders

at FMG RS trained to better support incoming

apprentices. Mentor check-in calls were introduced

to provide an added layer of support.

Spotlight: Deep technical

and industry expertise

Discover more

Page 22

Apprentice skills

competition

Our award-winning early careers programme helps

to develop the technical skills needed to deliver

the high quality and consistency required to work

in our bodyshops and service and maintenance

workshops. In 2025 we launched an internal

Technical Skills Competition to allow apprentices

to showcase their capabilities and test their skills,

as well as get valuable feedback from internal and

external judges.

Hear from our Talent Facilitator who ran the

competition and who himself was a World Skills

silver medalist, on the purpose of the competition

and how it supports our efforts to attract and

nurture our next generation of technical experts

In Spain we have significantly increase apprenticeship

and training efforts. Internship placements have

increased by over 50%, with 217 participants, mainly

in branch roles, with a 96% rise in workshop and

bodyshop positions; including the introduction of first-

year internships to help build early engagement.

Externally, our Early Careers team reached over

4,200 students through careers fairs, school

engagement events and digital panels, such as

the Thrive Apprenticeship Live, streamed to 26

schools. This has strengthened our community

outreach and is helping position ZIGUP as a

purposeful employer brand.

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SUSTAINABILITY PROGRESS continued

Technical skills and capability

There are increasing skills gaps in the EV

mobility ecosystem, particularly in repair and

maintenance. The need to remain at the forefront of

advancing automotive technology has shaped our

organisational training programmes, with vocational

training and instruction programmes becoming

increasingly essential to service and repair complex

vehicles.

Our Technical Training Academies have played a

pivotal role in upskilling both internal and external

teams. Over the past year, we have delivered

substantial face-to-face and e-learning training,

with a strong emphasis on EV technologies and

foundational technical skills.

The Academy’s recognition as a finalist for the

IMI Contribution to the Work award highlights its

growing industry impact. With a 54% increase in

Northgate UK training days and expanded facilities,

we believe we are well positioned for continued

growth and capability building in the year ahead.

Within our bodyshop repair business, our focus has

been on meeting the rising demand for advanced

technical skills, particularly in EV technologies

and sustainable repair solutions. Investments in

ADAS calibration and plastic repair are ensuring our

workforce meets the latest standards and customer

needs.

Health and safety

To foster a proactive safety culture, we carried

out targeted management training and engaged

leadership more directly in health and safety

matters. Our AFR remained in line with the prior

year at 1.7 (FY2024: 1.7).

SUSTAINABILITY PROGRESS continued

Wellbeing, reward and recognition

We deeply value our colleagues’ mental, social,

and financial wellbeing. Our commitment is

fostering a workplace where they feel engaged, truly

valued, and cared for. We are actively promoting

our Employee Assistance Programme in the UK

and introduced the Savia platform in Spain, each

offering 24/7 access to health services, an online

GP, counselling, and support services.

Recognising the growing impact of mental health

issues in the community and in the workplace, we

have been developing a mental health first aider

working group with ‘train the trainer’ sessions

underway.

ZIGUP has also taken deliberate steps to improve

awareness and understanding of the benefits

available, ensuring colleagues not only know about

them but also feel confident accessing and making

the most of them. This year 75% of colleagues

enrolled in the Benefits HUB with a 4% increase in

benefit uptake.

In the prior year we introduced Wagestream, a

platform to improve workers’ financial wellbeing by

giving them access to fair financial services based

on flexible pay. This platform lets people track their

earnings in real-time to understand how much

they will get paid, helping them plan and budget

better. 33% of colleagues have now enrolled in

Wagestream, with a significant number also setting

up savings pots.

In Spain, our Northgate Savings Club provides

colleagues with a wellness platform offering

discounts, personalised offers, and exclusive

promotions with top brands. Uptake has been

strong, with 57% of colleagues registered and

40% making purchases.

Spotlight: Deep technical

and industry expertise

Discover more

Page 22

Delivering

technical training

With the increasingly complex nature of vehicles,

ranging from greater connectivity both within

the car and into the service workshop, there is

a continuous need to ensure that our workshop

teams are kept up to date with the latest

technology and procedures. With EVs also being

a growing proportion of the repairs we do and the

vehicles on fleet, we ensure that our technical

colleagues have the tools and the training to

manage the challenges of a new drivetrain with

significant battery storage and consequent risks.

Hear about our technical training programme and

how over 3,000 colleagues have had EV training

as part of a continuous programme of education

supported by the industry standards body, IMI.

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Colleague engagement and inclusion

Colleague engagement

The opinions of our people count so we are always

looking to engage with them to create a more

positive working environment and employment

experience. The colleague engagement survey saw

increased participation in both the UK and Ireland,

and Spain, each at over 80% and satisfaction at

75% and 78% respectively.

In the UK, over 80% of colleagues feel valued by

their manager and inclusivity is strong, with 82% of

colleagues feeling they can bring their true selves

to work. In Spain 83% intend to stay with ZIGUP for

the next two years, and 88% believe in the Group’s

future success.

During the year, we reformed the Employee

Engagement Forum as The Voice Network: a group-

wide, connected system of local forums, anchored

in each business unit. These local forums feed into

a central network, creating a two-way channel that

empowers colleagues to shape and change issues

at both local and group levels.

Overall colleague satisfaction at

75%

in line with FY2024

Diverse and inclusive culture

DE&I is a core pillar of our people strategy, and

we have increased our group-wide DE&I activity

by evolving our strategic framework and building

a sustainable and inclusiveculture.

We have introduced targeted recruitment

strategies to reach more diverse and

marginalised talent pools, removing barriers

and widening access to opportunity. We are

also building a development pathway to support

greater gender balance in senior roles and

functions, creating a clearer route for progression

and long term change.

This year, we have worked on establishing a

network of colleague-led focus groups that will

shape and influence our culture from within,

focused on topics often less well understood

within the workplace. Planned for launch in

FY2026, each one is designed to create safe

spaces for conversation and support, helping to

build momentum across the business.

Charity and community

We support our colleagues in creating a positive social impact in their communities through volunteering

and partnerships with local charities, and have been developing a framework to encourage all colleagues

toparticipate.

We are proud to be board members of Darlington Cares, a local initiative dedicated to improving the

community in which we are headquartered. We also participate in the Darlington Employers Environment

Partnership, which champions the local business community in achieving a just transition to net zero and

reducing environmental impact.

Our long term commitment to investing in and supporting the local community in the North East was

recognised by Darlington council, who awarded us the ‘Bringing Success to Darlington - Stronger

Community Award’.

We continued our support for the Northgate Forests initiative in Spain. More than 40 enthusiastic colleagues

and customers gathered to plant 1,000 trees, reaffirming our commitment to sustainability and biodiversity

enhancement. Launched in 2022, this initiative has planted a total of 4,000 trees, and this year added

activities in León and Vigo.

Workforce composition

2025

Group workforce Male Female Total

UK and Ireland 4,277 2,151 6,428

Spain 940 457 1,397

Total 5,217 2,608 7,825

Senior management

Directors 4 3 7

Senior managers 7 4 11

2024

Group workforce Male Female Total

UK and Ireland 4,309 2,250 6,559

Spain 906 441 1,347

Total 5,215 2,691 7,906

Senior management

Directors 5 3 8

Senior managers 4 6 10

SUSTAINABILITY PROGRESS continued

Information as at 30 April 2025.

Senior managers comprise members of the Executive Committee and the Group Management Boards.

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Climate change transition

progress and plan

Commitments

10% absolute reduction in Scope

1 and 2 emissions by 2027

Embed circular economy principles

in our operations

Environment impact reductions

achieved across our sites

Work with key suppliers to set

sustainability targets

Enabling a just transition towards

low-carbon mobility

Reducing

environmental impact

80%

increase in EV vehicle rentals as

we help more customers adopt low-

emission vehicles for their fleets.

99%

of the electricity used at our sites is

from renewable sources, up from 64%

in FY2024.

17 solar arrays installed throughout

our Spanish branches generated 687

MWh of renewable energy.

92% of our sites have fitted low energy

LED lights.

FY2023

Set a target to achieve a 10%

absolute reduction in Scope

1 and 2 emissions by 2027.

Reported value stream Scope 3

emissions for the first time.

FY2025

Reduced our Scope 1 and 2 carbon

emissions by 23% since our baseline

year FY2022. Piloted carbon

literacy training and increased

green energy procurement to nearly

100%. Developed a climate change

transition plan.

FY2024

The proportion of renewable

electricity we procure and

generate increased to 64% in

FY2024, accompanied by a

rise in turnover, which resulted

in a 31% reduction in emission

intensity from FY2022.

FY2026

Set to launch a transition pathway

plan with short, medium and long

term Scope 1, 2 and 3 targets

plotting our route to net zero.

Transformational change

We are driving transformational change across

the Group to reduce our environmental impact

and contribute to the transition towards a low-

carbon economy. We are also building the skills,

services, and infrastructure necessary to provide

low-emission solutions to our customers.

Impact reduction

We are continuously improving our management

systems to reduce environmental impact, minimise

water consumption, and enhance energy efficiency.

The re-evaluation of our FY2022 baseline year has

produced a c.20% reduction on our previously

reported baseline Scope 1 and 2 carbon emissions.

Despite this, we have still exceeded our target of a

10% reduction in Scope 1 and 2 carbon emissions

by FY2027, achieving 23% reduction two years

ahead of the targeted date.

Circular economy

We continue to embed circular economy

principles in our procurement strategy and

operations to minimise waste generation. We

produced 6,134 tonnes of waste in the UK and

Spain, with 99% of this waste diverted from

landfill in the UK and 94% in Spain.

£3.3m

worth of car parts recovered and reused

from vehicles by our Spanish operations

+111%

Increase in the procurement spend

on green parts in the UK over the last

three years

Environmental sustainability.

Low-carbon mobility

We are taking a measured approach to the

transition towards low-carbon mobility, ensuring

that we continue to meet our customers’

operational needs. With our end-to-end support,

in-house expertise, and capabilities, we provide a

broad array of support services to our customers,

many of whom have set ambitious net zero

targets and are looking for expert support to make

meaningful progress.

As a market leader in vehicle fleet management,

we recognise our role in guiding policymakers

and the industry, toward efficient mobility

solutions. Achieving this will involve collaboration

on regulation, technical innovation, infrastructure,

and fleet management.

SUSTAINABILITY PROGRESS continued

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INTEGRATED MOBILITY

Enabling the energy

transition.

We are an enabler of the energy transition for

UK businesses and their corporate fleets, and

we are experts in supporting repairs for new,

complex electric vehicles.

Our longstanding industry expertise provides us with the understanding and broad

perspectives on the challenges faced in making this transition.

We provide end-to-end expert advice and

consulting support to help fleets with their

first steps on the move to EVs; together with

support through rental solutions, charging

infrastructure and servicing.

By operating across the vehicle lifecycle at

scale, we have unparalleled visibility of how

best to address the challenges of moving

away from ICE vehicles for all types of

commercial fleets, within the increasingly

technology-led repair environment.

Case studies: our integrated mobility in action

EV charging:

residential

Our capabilities in providing

residential EV charging

infrastructure.

EV transition

consultancy

How our new EV consulting service

supports UK fleet transition.

Supporting e-LCV

fleet rollouts

The support we provided to a

large commercial fleet in their

e-LCV transition.

EV charging:

commercial

Our capabilities in providing

workplace EV charging

infrastructure.

Introducing micro-

mobility solutions

Delivering an e-cargo bike to the

Peabody housing team.

See further details of our case studies at: www.ZIGUP.com/spotlight

See Page 67

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KEY PERFORMANCE INDICATORS

We use our KPIs to assess and monitor the performance of the Group and to measure progress against

how we execute our strategy.

Risk key

1. The world we live in

2. Our markets and customers

3. Fleet availability

4. Our people

5. Regulatory environment

6. Technology and digitalisation

7. Recovery of contract assets

8. Access to capital

Our core financial KPIs

Our core financial KPIs measure progress of our strategic priorities

in delivering profitability, revenue and returns.

Remuneration

Our financial metrics form the majority of the elements within Executive Director and leadership team performance compensation: 75% of annual bonus is based on PBT

targets and 25% from non-financial objectives, including both operational and environmental elements whose outcomes are seen within our non-financial KPIs; Long term

incentives granted prior to FY2024 are focused equally on PBT and EPS targets with those granted FY2024 onwards weighted 75% on EPS targets and 25% on TSR.

Growth

Revenue (excluding vehicle sales)

£1,555.0m

+2.3%

2025 £1,555.0m

2024 £1,520.6m

2023 £1,336.9m

How we calculate it

Underlying revenue includes hire of vehicles and claims and

services revenue but does not include sale of vehicles at end

of rental life.

Why it matters

Underlying revenue measures levels of the Group’s activity

across internal organic growth and acquisitions and excludes

the distorting effect of revenues from vehicle disposals which

can vary depending on timing of fleet replacement.

How we performed

Underlying revenue growth was driven by the rental

businesses, with increased VOH in Spain, and careful pricing

actions in the UK&I. Claims and services revenue remained in

line with prior year.

Risks

1, 2, 3, 4, 6, 7, 8

Profit

Underlying profit before tax

£166.9m

-7.6%

2025 £166.9m

2024 £180.7m

2023 £165.9m

How we calculate it

Underlying PBT is stated excluding exceptional items and

other recurring amounts including amortisation of acquired

intangibles and certain adjustments to depreciation.

Why it matters

Underlying PBT is our key measure of profitability and

performance and identifies the success in delivering

business growth, efficiencies and operating margins.

How we performed

Underlying PBT decreased in the year due to a reduction

in disposal profits as residual values normalised. Lower

claims and services profits were offset by strong rental profit

performance.

Risks

1, 2, 3, 7

Returns

Underlying earnings per share

58.4p

-4.9%

2024 61.4p

2023 55.6p

2025 58.4p

How we calculate it

Underlying EPS is calculated as underlying profit after tax,

divided by the weighted average number of ordinary shares

excluding shares held in treasury and employee trusts.

Why it matters

Underlying EPS is a key measure of value creation

and helps the Board consider how to allocate capital

including returns to shareholders.

How we performed

The reduction in underlying EPS was mainly due to lower profit

after tax partially offset by the positive impact of annualising

the share buy back programme carried out in the prior year.

Risks

1, 2, 3, 7

Capital allocation

ROCE

12.6%

-1.9ppt

2024 14.5%

2023 14.1%

2025 12.6%

How we calculate it

ROCE is calculated as underlying operating profit divided by

average capital employed.

Why it matters

In a capital intensive business ROCE measures how efficiently

the Group allocates capital; it also provides a comparable

metric across the Group’s divisions.

How we performed

The decrease in ROCE is mainly driven by reductions in

underlying EBIT coupled with increases in capital employed in

the rental businesses as the fleet grows. The Group remains

focused on maintaining strong cost control and a disciplined

capital allocation approach.

Risks

1, 2, 3, 7

Read more in the Remuneration report

Pages 102 to 121

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KEY PERFORMANCE INDICATORS continued

Non-financial KPIs

Our non-financial KPIs consider both operational performance and how we create sustainable

value:

Risk key

1. The world we live in

2. Our markets and customers

3. Fleet availability

4. Our people

5. Regulatory environment

6. Technology and digitalisation

7. Recovery of contract assets

8. Access to capital

Strategy

Our strategic priorities are centred around operational efficiency, business growth and expansion into new areas and technologies; we have quantifiable metrics against these, both in terms of financial performance and

returns, and non-financial KPIs which underpin different aspects of our strategic progress – these form part of regular Executive and Board review.

1 The customer experience rating is a weighted average scoring of a number of different satisfaction scores such as Trustpilot and Google reviews and has a maximum scoring of 5

2 This is the first year that we have reported a consolidated NPS score and therefore no comparative is stated. The NPS score represents a weighted average across the Group

Operational

Fleet size

(’000)

131.6

+2.7%

Utilisation

91%

0ppt

How we calculate it

The growth in our fleet across both rental and accident

management segments, while rental utilisation looks at the

average percentage of the Group’s rental fleets on hire in

the year.

Why it matters

Fleet growth is a key indicator of achieving growth, while rental

utilisation reflects operational and asset efficiency.

How we performed

The Group fleet size has grown in the year due to strong VOH

demand in Spain being partially offset by a reduction in UK&I

as VOH reduced in H2. The Claims & Services fleet size was

managed down in line with claims volumes. Maintaining

utilisation above 90% is a key operational target, with 91%

close to the optimal level.

Risks

1, 2, 3

Customer

experience rating

4.6

+10%

NPS

How we calculate it

We review a range of customer feedback channels, including

Trustpilot and other surveys, to provide an aggregated picture

of how customers perceive our service provision.

Why it matters

High levels of customer service are crucial to ensuring

customer and contract retention, and feedback helps us

identify areas where we can improve.

How we performed

Our aim to enhance the customer experience in the year has

led to a 10% increase in Trustpilot scores, moving from 4.2 to

4.6. In the year, NPS has previously been used in individual

business areas and now has sufficient coverage to be able to

report a consolidated outcome. 64 is considered excellent for

our industry.

Risks

2, 3, 4, 6

People

Colleague

engagement

75%

0ppt

Voluntary

attrition

18%

-6ppt

How we calculate it

How our people perceive the support, recognition, and rewards

they receive for their efforts, and in turn, the impact this has on

their desire to remain with ZIGUP and build a rewarding career.

Why it matters

If we engage well with our people and they feel valued, they are

more likely to remain with us, which has wide-ranging benefits

for skills, retention and customer service.

How we performed

Our key people engagement metric remained consistent with

FY2024. A 6% decrease in attrition demonstrates the strength

of our colleague offering.

Risks

4, 5

Environment

Hire fleet emissions

(gCO

/km)

257

-1.9%

Intensity

ratio

-7%

How we calculate it

The emission intensity of our operations relative to revenue

(excluding vehicle sales) and the average carbon emissions

per km of our rental fleet.

Why it matters

Year on year increases in the provision of more fuel-efficient

and low-emission vehicles will enhance the environmental

sustainability of our operations and reduce our carbon

footprint.

How we performed

Usage of more fuel-efficient vehicles and an increasing

proportion of non-ICE vehicles has reduced our hire fleet

emission intensity for the third year running. The intensity ratio

has also decreased for the third year running.

Risks

1, 2, 3

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FINANCIAL REVIEW

Group revenue and EBIT

Year ended 30 April

2025

£m

2024

£m

Change

£m

Change

Revenue – vehicle hire 682.9 649.3 33.6 5.2%

Revenue – vehicle sales 257.6 312.5 (54.9) (17.6%)

Revenue – claims and services 872.2 871.4 0.8 0.1%

Total revenue 1,812.6 1,833.1 (20.5) (1.1%)

Rental profit 119.7 109.7 10.0 9.1%

Disposal profit 52.5 61.9 (9.4) (15.2%)

Claims and services profit 38.1 51.4 (13.3) (25.8%)

Corporate costs (8.5) (10.6) 2.1 (19.5%)

Underlying operating profit 201.8 212.4 (10.6) (5.0%)

Income from associates 0.2 1.3 (1.1) (86.9%)

Underlying EBIT 202.0 213.7 (11.7) (5.5%)

Underlying EBIT margin

13.0% 14.1% (1.1ppt)

Statutory EBIT 136.5 195.1 (58.6) (30.0%)

1 Calculated as underlying EBIT divided by revenue (excluding vehicle sales)

Revenue

Total revenue of £1,812.6m was 1.1% lower than prior year while revenue excluding vehicle sales of

£1,555.0m (2024: £1,520.6m), was 2.3% higher than the prior year.

Hire revenues increased 5.2% due to VOH growth in Spain, coupled with careful pricing actions in the UK&I.

Claims and services revenue growth of 0.1%, reflecting growth in fleet management services and repair

services, partially offset by a reduction in credit hire volumes and credit hire duration.

Vehicle sales revenue decreased by 17.6% with 2,300 fewer vehicles sold in the year coupled with an

expected reduction in residual values.

EBIT

Statutory EBIT decreased by 30.0%, while underlying EBIT of £202.0m reduced by 5.5% compared to the

prior year; reflecting a decrease in disposal profits and lower claims and services profits. Statutory EBIT

included a £26.5m charge for adjustments to depreciation rates (2024: £nil), amortisation of acquired

intangible assets of £18.3m (2024: £18.6m) and other exceptional items of £20.6m (2024: £nil).

Rental profit increased £10.0m to £119.7m (2024: £109.7m) with a £1.9m increase in UK&I and a £8.0m

increase in Spain.

Disposal profits for the year of £52.5m were 15.2% lower than the prior year due to a reduction in sales

volume, with 34,500 vehicles sold (2024: 36,800), coupled with residual values starting to normalise in the

UK and Spain following a period of values being higher than normal with market disruption to vehicle supply.

Claims and services profit decreased £13.3m to £38.1m (2024: £51.4m) reflecting decreases in credit hire

volumes and hire duration as well as a £4.2m impact of the previously announced cyber incident during the

first quarter of the year.

Sustainable value creation,

from the platform of a

refreshed strategic framework.

The Group delivered above

market expectations with

particularly strong results in

our rental businesses. Our

refinancing actions during the

year and our robust balance

sheet positions us well to

capitalise on future growth

opportunities.

Richard Clay

Interim Chief Financial Officer

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FINANCIAL REVIEW continued

UK&I Rental

Year ended 30 April

Underlying financial results

2025

£m

2024

£m

Change

Revenue – vehicle hire

392.1 384.4 2.0%

Revenue – vehicle sales 180.5 226.9 (20.5%)

Total revenue 572.6 611.4 (6.4%)

Rental profit 61.7 59.8 3.2%

Rental margin % 15 .7% 15.5% 0.2ppt

Disposal profit 28.7 34.0 (15.6%)

Underlying EBIT 90.4 93.8 (3.6%)

EBIT margin %

23 . 1% 24.4% (1.3ppt)

ROCE % 12.5% 15.1% (2.6ppt)

KPIs (‘000) (‘000) %

Average VOH 43.9 45.1 (2.6%)

Closing VOH 43.1 43.8 (1.6%)

Average utilisation % 91% 91% –

2 Including intersegment revenue of £9.3m (2024: £9.2m)

3 Calculated as underlying EBIT divided by revenue (excluding vehicle sales)

Highlights

Rental revenue rose 2.0% compared to the prior year, with underlying demand strong across all key rental

product areas. Revenue growth was achieved through carefully managed pricing actions, together with a

focus on maximising availability, with fleet utilisation consistent at 91%. Rental profits increased 3.2% to

£61.7m (2024: £59.8m) demonstrating strength in the underlying business. Disposal profits of £28.7m were

15.6% lower, reflecting both lower PPUs and reduced volumes, after the higher defleets of the prior year.

Average VOH increased throughout H1 with a reduction in H2 reflecting seasonal off hires and a reprofiling of

the fleet away from lower margin business. A receptive used vehicle market enabled the defleeting of certain

older vehicle cohorts, helping reduce fleet age by 5.5 months over the year to 28.5 months. LCV residual

values remained stable throughout the second half having normalised through the summer of 2024.

The One Road strategic programme simplifying sales and account management has been embedded across

the UK&I operations, supporting better account engagement and maximising cross-hire opportunities. Over

250 new vehicle rentals came from cross-referrals between the specialist and core product teams. With new

business enquiries at five-year highs as rental penetration in our markets continues to accelerate, growth has

come through a combination of market share gains and greater outsourcing by large fleets. New business

VOH grew 44% while existing customer VOH churn fell to a three-year low.

Blakedale’s and FridgeXpress’ fleets grew by over 20% and the Northgate car proposition expanded its

fleet over three times. An increasing number have seen additional services ranging from vehicle fit-outs and

telematics (11% of vehicles) requested as part of the rental order. Overall, ancillary revenues grew 8.6% as

customers recognised the benefit of our range of value-added services, both differentiating our offering and

delivering profitable growth.

An asset-tracking product was launched and the first micro-mobility vehicle delivered to a longstanding

public sector client. EVs on hire grew over 80% to nearly 1,800 while our ChargedEV business added Hive,

Ayvens and Holmans to its partnerships, each focused on retail installations which grew 8%, alongside

signing British Gas and Scottish Power in H1. Initiatives within the service workshops saw a significant

reduction in technician attrition, with a resulting improvement in workshop capacity and turnaround times.

Rental margin at 15.7% remains in line with our long term target and reflects the focus on efficiency both

within the branches and between the UK and Ireland teams. The Customer First programme and increasing

digitalisation has also allowed for greater customer self-service and analysis, including real-time and branch-

level feedback, helping to deliver improving Trustpilot scores.

Rental business

Vehicle hire revenue was £392.1m (2024: £384.4m), an increase of 2.0%. A 4.7% increase in average

revenue per vehicle reflected fleet mix and rate increases, partially offset by a 2.6% reduction in average

VOH. Rental profits were £61.7m compared to £59.8m in the prior year.

Average VOH of 43,900 was 1,200 lower than the prior year, with average utilisation at 91% in line with prior

year.

Our minimum term proposition accounted for 44% of average VOH (2024: 42%). The average term of

these contracts is approximately three years, providing both improved visibility of future rental revenue and

earnings, as well as lower transactional costs.

Rental margin has increased to 15.7% compared to 15.5% in the prior year. Margin was maintained through

operating and cost efficiencies and increasing hire rates to offset cost inflation.

Management of fleet and vehicle sales

The closing rental fleet was 45,400 compared to 46,600 at 30 April 2024. During the year, 13,800 vehicles

were purchased (2024: 10,900) and 15,300 vehicles were defleeted (2024: 15,900). The leased fleet

increased by 200 vehicles (2024: 500 increase).

The average age of the fleet (excluding leased vehicles) was 28.5 months at the end of the year, a 5.5 month

decrease from 30 April 2024 as we recycle the older cohorts of the fleet upon supply availability improving, to

support the customer experience and reduce time in the workshop.

A total of 20,600 vehicles were sold during the year which was 7% lower than the prior year (2024: 22,200),

taking account of 4,600 cars and other non-fleet vehicles (2024: 7,100), including those which had been

defleeted from the Claims & Services fleet and sold via Van Monster.

Disposal profits of £28.7m (2024: £34.0m) decreased 15.6% compared to prior year due to a decrease in

volumes, combined with a reduction in the PPU (£1,400 compared to £1,500 in the prior year). This reflected

a reduction in residual values, which had been temporarily higher due to market supply restrictions which

started to ease in FY2024.

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FINANCIAL REVIEW continued

Spain Rental

Year ended 30 April

Underlying financial results

2025

£m

2024

£m

Change

Revenue – vehicle hire 300.1 274.0 9.5%

Revenue – vehicle sales 75.6 84.5 (10.5%)

Total revenue 375.7 358.5 4.8%

Rental profit 58.0 50.0 16.2%

Rental margin % 19.3% 18.2% 1.1ppt

Disposal profit 23.7 27.8 (14.7%)

Underlying EBIT 81.8 77. 8 5.1%

EBIT margin %

27. 3% 28.4% (1.1ppt)

ROCE % 12.3% 14.2% (1.9ppt)

KPIs (‘000) (‘000) %

Average VOH 61.0 55.7 9.4%

Closing VOH 63.9 5 7.6 11.0%

Average utilisation % 91% 91% –

4 Calculated as underlying EBIT divided by total revenue (excluding vehicle sales)

Highlights

Rental revenue growth of 9.5% (up 12.3% in constant currency) reflected average VOH up 9.4%, together

with pricing increases which helped to mitigate cost inflation, delivering rental profit growth of 16.2% to

£58.0m (2024: £50.0m). Disposal profits were lower at £23.7m (2024: £27. 8m) reflecting a 4.6% reduction in

volume sold; residual values continue to normalise with PPUs still ahead of the long term historical average.

Vehicle disposals are now managed through an upgraded e-auction IT platform which went live in H2,

providing greater functionality and ability to manage disposals at scale.

The market environment was very positive throughout the year, supported by the resilient Spanish economy,

with strong interest in both flexible and minimum term rental solutions. Growth was achieved across a broad

range of end-market sectors and customer profiles; strength in minimum term hire reflected greater longer

term confidence and forward planning by customers, looking to secure vehicles supported by the significant

service solution that Northgate offers. This service infrastructure is a key differentiation for the business, with

a market leading branch network and value-added services offering hard to replicate at scale.

New vehicle supply was robust and allowed for growth capex from early in the year, enabling VOH growth in

both our core rental offerings, and also a 50% increase in the online-only B2C business line, offering cars on

extended hire duration. Average age of our fleet at the end of the year was 27.4 months, 2.7 months lower

than previous year. Ancillary services such as the enhanced telematics offering continued to grow strongly,

up 23% on the prior year.

Rental margin at 19.3% was 1.1ppt higher than the prior year, reflecting both operational leverage, careful

pricing actions and a number of cost improvement and efficiency programmes, offsetting increasing

depreciation through fleet growth. These programmes included further work on the digitalisation of

administration processes and enhancing green parts reuse to maximise the benefits of internally salvaging

high-value parts.

There was high utilisation of the repair workshops throughout the year for both internal and corporate

customers which benefitted from additional capacity from recent branch and depot openings. New Barcelona

and Cadiz branches were opened at the start of the year, together with the Algeciras branch launched later in

the year. In April we also launched a delivery hub in Madrid, to speed up the handover of new vehicles across

all four branches in the area. This model will be replicated in other cities as part of a programme of optimising

capacity and branch efficiencies.

Rental business

Hire revenue increased 9.5% to £300.1m (2024: £274.0m), driven by the increase in average VOH and

managed increases in pricing. Average VOH increased 9.4% and closing VOH increased 11.0% to 63,900.

Our minimum term proposition accounted for 38% (2024: 37%) of average VOH. The average term of these

contracts is approximately three years, providing visibility of future rental revenue and earnings.

Rental profit increased by 16.2% in the year to £58.0m (2024: £50.0m) due to careful cost control offsetting

higher depreciation charges and workshop costs due to higher available fleet. This resulted in a rental margin

of 19.3%, 1.1ppt higher than the prior year.

Management of fleet and vehicle sales

The closing rental fleet was 71,900 compared to 65,100 vehicles at 30 April 2024. During the year 20,500

vehicles were purchased (2024: 17,600) and 13,700 vehicles were defleeted (2024:13,900).

The average age of the fleet at the end of the year was 27.4 months, 2.7 months lower than at the same time

last year, due to replacement of older vehicles with improved market supply.

A total of 13,800 (2024: 14,500) vehicles were sold during the year, 4.6% lower than the prior year, due to

lower defleeting activity in order to satisfy VOH growth.

Disposal profits of £23.7m (2024: £27. 8m) decreased 14.7% due to the decrease in number of vehicles sold

coupled with a decrease in LCV PPUs to £1,700 (2024: £1,900).

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FINANCIAL REVIEW continued

Claims & Services

Year ended 30 April

Underlying financial results

2025

£m

2024

£m

Change

Revenue – claims and services

882.4 882.3 –

Revenue – vehicle sales

50.6 7 7. 9 (35.0%)

Total revenue 933.0 960.3 (2.8%)

Gross profit 160.2 171.0 (6.3%)

Gross margin %

18.2% 19.4% (1.2ppt)

Operating profit 38.1 51.4 (25.8%)

Income from associates 0.2 1.3 (86.9%)

Underlying EBIT 38.3 52.7 (27. 3%)

EBIT margin %

4.3% 6.0% (1.7ppt)

ROCE % 1 7. 6% 17.6% –

5 Including intersegment revenue of £10.2m (2024: £10.9m)

6 Including intersegment revenue of £49.1m (2024: £76.9m)

7 Gross profit margin calculated as underlying gross profit divided by total revenue (excluding vehicle sales). EBIT margin

calculated as underlying EBIT divided by total revenue (excluding vehicle sales)

Highlights

Claims and services revenue was in line with the prior year, while vehicle sales were 35% lower, reflecting

the significant defleeting which had taken place in the prior year. A number of major customers extended or

renewed contracts within the year as part of their renewal cycles and six new partners joined the platform or

were preparing to go-live in the year.

Reflecting the broader market with drops in claims frequency, Auxillis experienced a quieter summer up to

September. Replacement hire days normalised in the first half and then remained steady for the remainder of

the year. Repair capacity and parts supply constraints improved as a result, allowing for shorter overall repair

cycle durations. Four additional counterparties went into protocol, reflecting the confidence in the benefits

this offers.

Across the businesses, investments in technology and processes helped to deliver operational efficiencies

and an improved customer experience, such as self-service hire portals, increased use of API technology

with insurer partners and third party handling agents as well as the introduction of 55 additional RPA

processes focused on high-volume manual processes. Repair technologies such as ADAS testing and

plastic welding were rolled out to all bodyshops, reducing both insurer repair costs and waste and emission

profiles, as well as delivering strong returns and efficiencies.

FMG RS opened its 67th facility, in Dundee, filling in a geographical gap in Scotland and has plans for further

bodyshop capacity growth in the coming year as this business delivered strong profitable growth. These

efforts resulted in Trustpilot and NPS scores being amongst the highest in the industry, a key metric for

existing and potential insurer partners.

The result of our apprentice scheme scaling up its vehicle technician cohort has been a significant reduction

in bodyshop vacancies and improved productivity. The King’s Award was a reflection of the quality of our early

careers programmes and its success in addressing industry-wide gaps in the automotive technical skills

talent pool.

The combination of the quieter summer for our higher margin credit hire operations, with hire durations also

reducing, and the impact of the cyber incident, were the drivers of the reduction in EBIT margin for this year

to 4.3%; we believe the cyber incident is one-off in nature and the reduction in hire length has now materially

normalised.

Revenue and profit

Revenue for the year (excluding vehicle sales) remained in line with prior year at £882.4m (2024: £882.3m)

due to increased volumes in repair services and fleet management services, offset by a reduction in credit

hire volumes and hire duration in comparison to the prior year.

Gross margin of 18.2% declined 1.2ppt (2024: 19.4%). EBIT decreased 27.3% to £38.3m reflecting

decreases in credit hire volumes and hire duration as well as an estimated £4.2m trading impact of the cyber

incident. This has then been partially offset by growth in the FMG RS business due to increases in repair

volumes, technician efficiencies and higher paint margins, as well as increases in external repair volumes

and average repair costs.

Management of fleet

The total fleet size was 14,300 vehicles at the end of the year, down from 16,500 in prior year with the lower

fleet reflecting reduced credit hire lengths and volumes.

The average fleet age (including leased vehicles) was 14.7 months (2024: 16.0 months), reflecting the lower

fleet holding period than in the rental businesses due to the different composition of the fleet and usage of

those vehicles.

The core fleet is funded through a combination of fully owned and leased vehicles, with cross-hires being

used for short term needs or during seasonal peak periods.

Cyber incident and NewLaw strategy

The cyber incident in May 2024 reflected the increasing level of sophistication and frequency of attempts

globally to gain access to corporate infrastructure. As discussed in our interim report, we responded very

swiftly and our ability to restore the majority of our businesses as fully operational within a week owes much

to the protection and recovery processes we already had in place and the immense efforts of all of our

operational teams. Other than the implications in respect of data protection, which were successfully and

comprehensively mitigated, there was no breach of relevant law or regulation.

The impact on trading was estimated to be £4.2m with no ongoing consequences and the costs associated

with managing this incident of £2.8m (2024: £nil) have been recognised as exceptional items.

We made a decision later in the year to exit the UK personal injury market accessed through NewLaw which

no longer offers attractive returns. Non-cash costs of £12.8m reflecting a lower recoverability of assets have

been recognised as exceptional items.

ZIGUP plc | Annual Report and Accounts 2025

Corporate governanceFinancial statementsOther information

Corporate

Governance

Financial

Statements

Other information

Strategic report

Overview

Corporate governanceFinancial statementsOther information

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FINANCIAL REVIEW continued

EBIT

£202.0m

-5.5%

EBITDA

£464.5m

+4.1%

Profit before tax

£166.9m

-7.6%

Earnings per share

58.4p

-4.9%

Underlying financial highlights

Year ended 30 April

2025

£m

2024

£m

Change

£m

Change

Underlying EBIT 202.0 213.7 (11.7) (5.5%)

Net finance costs (35.1) (33.0) (2.1) 6.2%

Underlying profit before taxation 166.9 180.7 (13.8) (7.6%)

Statutory profit before taxation 101.5 162.1 (60.6) (37.4%)

Underlying effective tax rate 21.5% 23.0% – (1.5ppt)

Underlying EPS 58.4p 61.4p (3.0p) (4.9%)

Statutory EPS 35.6p 55.2p (19.6p) (35.5%)

Profit before taxation

Underlying PBT was 7.6 % lower than prior year, reflecting the lower EBIT in UK&I Rental and Claims &

Services. Statutory PBT was 37.4% lower than the prior year, including £20.6m (2024: £nil) exceptional

administrative expenses, amortisation of acquired intangibles of £18.3m (2024: £18.6m) and a £26.5m cost

(2024: £nil) relating to adjustments to depreciation rates on certain fleet.

Exceptional items

Exceptional costs of £20.6m have been recognised in the year comprising of £12.8m following the decision

to exit the personal injury market through NewLaw, £4.0m impairment to goodwill, £1.0m restructuring costs

and £2.8m relating to the cyber incident in May 2024. Further details of exceptional items can be found in

Note 28 of the financial statements.

Amortisation of acquired intangibles and depreciation rate changes

Amortisation of acquired intangibles and adjustments to underlying depreciation charges are not exceptional

items as they are recurring. However, these items are excluded from underlying results in order to provide a

better comparison of performance of the Group. The total amortisation of acquired intangibles in the year was

£18.3m (2024: £18.6m).

Depreciation rate adjustments of £26.5m (2024: £nil) on vehicles purchased before FY2021 have been

excluded from underlying results.

When a vehicle is acquired, it is recognised as a fixed asset at its cost net of any discount or rebate received.

The cost is then depreciated evenly over its rental life, matching its pattern of usage down to the expected

future residual value at the point at which the vehicle is expected to be sold, net of directly attributable

selling costs.

Accounting standards require a review of residual values during a vehicle’s useful economic life at least

annually, with changes to depreciation rates being required if the expectation of future values changes

significantly.

Group PBT and EPS

Spotlight: Leveraging

analytics and data

Discover more

Page 23

The power of

telematics

Vehicles are increasingly connected and able

to provide significant amounts of data which

provide valuable insights to support fleet

efficiencies, load tracking and preventative

maintenance. Through such insights, fleet

managers can help extend the life of a vehicle

both in terms of gaps between services

and minimizing unscheduled maintenance

requirements, as well as overall useful

economic life.

Hear from our Spanish team on their next-

generation telematics offering which is being

installed across the fleet and the benefits it

brings to customers and our internal fleet team.

ZIGUP plc | Annual Report and Accounts 2025

Corporate governanceFinancial statementsOther information

Strategic report

FINANCIAL REVIEW continued

Matching of future market values of vehicles to net book value on the estimated disposal date requires

significant judgement for the following reasons:

• Used vehicle prices are subject to short term volatility which makes it challenging to estimate future

residual values;

• The exact disposal age is not known at the point at which rates are set and therefore the book value at

disposal date is not certain; and

• Mileage and condition are the key factors in influencing the market value of a vehicle. These can vary

significantly through a vehicle’s life depending upon how the vehicle is used.

Due to the above uncertainties, a difference normally arises between the net book value of a vehicle and its

actual market value at the date of disposal. Where these differences are within an acceptable range they are

adjusted against the depreciation charge in the income statement. Where these differences are outside of the

acceptable range, changes must be made to depreciation rate estimates to better reflect market conditions

and the usage of vehicles.

Residual values increased significantly in the period from 2020 to 2023 due to the disruption of new vehicle

supply supporting used vehicle values, and have started to normalise since then. As a result of the increase

in used vehicle values and vehicles being held on the fleet longer than expected in order to mitigate shorter

supply constraints, there were a number of vehicles on our fleet where the depreciated book value was below

or very close to the expected residual value at disposal. In line with the requirements of accounting standards

and as previously disclosed, a decision was made to reduce depreciation rates from 1 May 2022 on certain

vehicles remaining on the fleet which were purchased before FY2021.

The phasing of the adjustment will change if these vehicles are held for a longer or shorter period than

anticipated. The depreciation rate change is expected to impact the statutory income statement over the

remaining holding period of those vehicles as follows:

£m FY2023 FY2024 FY2025 FY2026 FY2027 Total

Reduced depreciation 55.1 38.3 11.0 5.3 0.2 109.9

Reduced disposal profits (8.5) (38.3) (37.5) (20.6) (5.0) (109.9)

Updated expected impact on statutory EBIT 46.6 – (26.5) (15.3) (4.8) –

Previously expected impact on statutory EBIT 46.6 – (24.8) (18.2) (3.6) –

No further depreciation rate changes have been made on the existing fleet. The updated phasing of the

adjustment reflects our latest fleet plans with respect to this older fleet cohort.

The impact of the changing depreciation rates on this component of the fleet will re-phase statutory EBIT

over a five-year period as outlined in the table above, but will have no impact on underlying results, no overall

impact on statutory profit over the life of the fleet and no impact on cash.

Depreciation rates on vehicles purchased in FY2026 will be set based on management’s best estimates of

future residual values when those vehicles are sold, with holding periods ranging from 12 to 60 months.

Interest

Net underlying finance charges increased to £35.1m (2024: £33.0m) due to higher average debt compared

to the prior year. Interest rates are significantly sheltered with 69% of borrowings held as fixed rate debt at

30 April 2025.

Taxation

The Group’s underlying tax charge was £35.8m (2024: £41.6m) and the underlying effective tax rate was

21.5% (2024: 23.0%) which included some one-off adjustments to the tax charge due to the timing and

composition of fleet replacements. The statutory effective tax rate was 21.3% (2024: 22.9%).

Earnings per share

Underlying EPS of 58.4p was 3.0p lower than prior year, reflecting decreased profits in the year partially offset

by a 0.7p impact of the share buyback programme. Statutory EPS of 35.6p was 19.6p lower, reflecting the

movement in underlying EPS, exceptional items and depreciation rates adjustments which are not included

within the underlying results.

Share buyback programme

During the year the Group completed its previously announced £30m share buyback programme, purchasing

1,271,112 shares for a total consideration of £5.3m (2024: 7,104,291 shares were purchased for a total

consideration of £24.9m).

Group balance sheet

Net assets at 30 April 2025 were £1,063.2m (2024: £1,043.4m), equivalent to net assets per share of 473p

(2024: 465p). Net tangible assets at 30 April 2025 were £856.9m (2024: £816.4m), equivalent to a net

tangible asset value of 381p per share (2024: 364p per share).

The calculations above are based on the number of shares in issue at 30 April 2025 of 246,091,423 (2024:

246,091,423) less treasury and own shares of 21,353,976 (2024: 21,748,799).

Gearing at 30 April 2025 was 97.6% (2024: 90.9%) and ROCE was 12.6% (2024: 14.5%).

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FINANCIAL REVIEW continued

Group cash generation

Year ended 30 April

2025

£m

2024

£m

Change

£m

Underlying EBIT 202.0 213.7 (11.7)

Underlying depreciation and amortisation 262.5 232.6 29.9

Underlying EBITDA 464.5 446.3 18.2

Net replacement capex

(388.3) (280.2) (108.1)

Lease principal payments

(59.5) (65.0) 5.5

Steady state cash generation 16.7 101.1 (84.4)

Working capital and non-cash items 49.0 (5.6) 54.6

Exceptional cash costs (3.8) – (3.8)

Growth capex

(65.1) (1.7) (63.4)

Taxation (18.3) (33.4) 15.1

Net operating cash (21.5) 60.4 (81.9)

Distributions from associates 0.5 2.0 (1.5)

Interest and other financing cash flows (37. 1) (28.0) (9.1)

Acquisition of business – (4.1) 4.1

Free cash flow (58.1) 30.3 (88.4)

Dividends paid (59.0) (56.2) (2.8)

Payments to acquire treasury shares (5.3) (24.9) 19.6

Add back: Lease principal payments

59.5 65.0 (5.5)

Net cash (consumed) generated (62.9) 14.2 ( 7 7.1)

8 Net replacement capex is total capex less growth capex. Growth capex represents the cash consumed in order to grow the fleet

or the cash that is generated if the fleet size is reduced in periods of contraction

9 Lease principal payments are included so that steady state cash generation includes all maintenance capex irrespective of

funding method

10 Lease principal payments are added back to reflect the movement on net debt

Steady state cash generation

Steady state cash generation reduced to £16.7m compared to prior year (2024: £101.1m), with strong

underlying EBITDA offset by an increase in net replacement capex as improvements in vehicle supply

enabled replacement of the fleet, reducing average fleet age.

Net capital expenditure

Net capital expenditure increased by £171.5m at £453.4m due to a £108.1m increase in net replacement

capex and a £63.4m increase in growth capex.

Net replacement capex was £388.3m, which was £108.1m higher than in the prior year resulting in a

reduction in fleet age. Net replacement capex was £7 7. 4m higher in UK&I, £40.0m higher in Claims &

Services and £9.3m lower in Spain.

Growth capex of £65.1m (2024: £1.7m) included £101.2m to grow the fleet size in Spain, partially offset by a

£36.1m inflow in UK&I and Claims & Services where the fleets reduced in size as utilisation was maintained.

Lease principal payments of £59.5m (2024: £65.0m) decreased by £5.5m as legacy hire purchase contracts

from acquisitions were run off.

Free cash flow

Free cash flow decreased by £88.4m to an outflow of £58.1m (2024: £30.3m inflow).

Free cash flow is stated after taking account of investments that have been made in the year which will return

future cash flow at a sustainable rate of return ahead of our cost of capital. This includes investment in net

replacement capex of £388.3m, capex lease payments of £59.5m and growth capex of £65.1m.

Net cash (consumption) generation

Net cash consumed of £62.9m (2024: £14.2m generated) includes £59.0m of dividends paid (2024: £56.2m)

and £5.3m (2024: £24.9m) for treasury shares purchased. Leverage has increased to 1.8x (2024: 1.5x) due

to growth and replacement of the fleet.

Net debt

Net debt reconciles as follows:

As at 30 April

2025

£m

2024

£m

Opening net debt 742.2 694.4

Net cash consumed (generated) 62.9 (14.2)

Other non-cash items 31.2 75.1

Exchange differences 0.4 (13.1)

Closing net debt 836.7 742.2

Closing net debt increased by £94.5m in the year driven by net cash consumed, non-cash items and exchange

differences. Other non-cash items consist of £33.0m of new leases acquired less £1.8m of other items.

ZIGUP plc | Annual Report and Accounts 2025

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FINANCIAL REVIEW continued

Borrowing facilities

As at 30 April 2025 the Group had headroom on facilities of £412m (2024: £244m), with £706m drawn

(net of available cash balances) against total facilities of £1,118m:

Facility

£m

Drawn

£m

Headroom

£m Maturity

Borrowing

cost

UK bank facilities 523 164 359 Apr 30 4.4%

Loan notes 481 481 – Nov 27-Oct 34 2.4%

Asset financing facility 100 50 50 Apr 29 5.9%

Other loans 14 11 3 Nov 25 3.1%

1,118 706 412 3.1%

The other loans drawn consist of £10m of local borrowings in Spain which were renewed for a further year in

November 2024 and £0.5m of preference shares.

During the financial year ending 30 April 2025, the Group completed a debt refinancing programme over

three transactions resulting in the Group’s facility maturities being extended out to 2034 and increasing

liquidity by £285m. In October 2024, the Group raised €190m (£160m) of additional loan notes at an average

borrowing cost of 4.4% with maturities of 7 and 10 years. In December 2024, the Group arranged a £100m

asset financing facility provided on a one-year rolling commitment, with drawn debt repaid over 40 months. In

April 2025, the Group completed a refinancing of UK bank facilities. The facility size was increased by £25m,

pricing terms were improved, together with extending the tenor out five years to April 2030 with options to

extend for a further two years (subject to approval).

The above drawn amounts reconcile to net debt as follows:

Drawn

£m

Borrowing facilities 706

Unamortised finance fees (7)

Leases 138

Net debt 837

The overall cost of borrowings at 30 April 2025 is 3.1% (2024: 3.5%).

The margin charged on bank debt is dependent upon the Group’s net debt to EBITDA ratio, ranging from a

minimum of 1.45% to a maximum of 3.00%. The net debt to EBITDA ratio at 30 April 2025 corresponded to a

margin of 1.95% (2024: 1.95%).

Maturity of facilities

The split of net debt by currency was as follows:

As at 30 April

2025

£m

2024

£m

Euro 649.9 522.2

Sterling 194.1 224.9

Borrowings and lease obligations before unamortised arrangement fees 844.0 747.1

Unamortised finance fees (7. 3) (4.9)

Net debt 836.7 742.2

There are three financial covenants under the Group’s facilities as follows:

As at 30 April Threshold 2025 Headroom 2024

Interest cover 3x 7. 1x £112m (EBIT) 8.3x

Loan to value 70% 43% £448m (Net debt) 41%

Debt leverage 3x 1.8x £167m (EBITDA) 1.5x

The covenant calculations have been prepared in accordance with the requirements of the facilities to which

they relate.

1,200

1,000

800

600

400

200

£0

FY2025

£m

FY2026 FY2027 FY2028 FY2029 FY2030 FY2031 FY2032 FY2033 FY2034

Loan notes UK bank facilities Asset funding Other facilities

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Dividend and capital allocation

Subject to approval, the final dividend proposed of 17.6p per share (2024: 17.5p) will be paid on 30

September 2025 to shareholders on the register as at close of business on 29 August 2025.

Including the interim dividend paid of 8.8p (2024: 8.3p), the total dividend relating to the year would be 26.4p

(2024: 25.8p). The dividend is covered 2.2x by underlying earnings.

The Group’s objective is to employ a disciplined approach to investment, returns and capital efficiency to

deliver sustainable compounding growth. Capital will be allocated within the business in accordance with the

framework outlined below:

• Funding organic growth

• Sustainable and growing dividend

• Inorganic growth

• Returning excess cash to shareholders

The Group plans to maintain a balance sheet within a target leverage range of 1.0x to 2.0x net debt to

EBITDA, and during periods of significant growth net debt would be expected to be towards the higher end

of this range. This is consistent with the Group’s objective of maintaining a balance sheet that is efficient in

terms of providing long term returns to shareholders and safeguards the Group’s financial position through

economic cycles.

Trea sur y

The function of the Group’s treasury operations is to mitigate financial risk, to ensure sufficient liquidity is

available to meet foreseeable requirements, to secure finance at minimum cost and to invest cash assets

securely and profitably. Treasury operations manage the Group’s funding, liquidity and exposure to interest

rate risks within a framework of policies and guidelines authorised by the Board of Directors.

The Group uses derivative financial instruments for risk management purposes only and it is policy not to

engage in speculative activity and to avoid using more complex financial instruments.

Credit risk

The policy followed in managing credit risk permits only minimal exposures with banks and other institutions

meeting required standards as assessed normally by reference to major credit agencies. Group credit

exposure for material deposits is limited to banks which maintain an A rating. Individual aggregate credit

exposures are also limited accordingly.

Liquidity and funding

The Group has sufficient funding facilities to meet its normal funding requirements in the medium term as

outlined in the borrowing facilities section above. Covenants attached to those facilities as outlined above are

not restrictive to the Group’s operations.

Capital management

The Group’s objective is to maintain a balance sheet structure that is efficient in terms of providing long term

returns to shareholders and safeguards the Group’s financial position through economic cycles.

Operating subsidiaries are financed by a combination of retained earnings and borrowings.

The Group can choose to adjust its capital structure by varying the amount of dividends paid to shareholders,

by issuing new shares or by adjusting the level of capital expenditure.

Interest rate management

The Group’s bank facilities, other loan agreements and lease obligations incorporate variable interest rates.

The Group seeks to ensure that the exposure to future changes in interest rates is managed to an acceptable

level by having in place an appropriate balance of fixed rate and floating rate financial instruments at any

time. The proportion of gross borrowings (including leases arising under HP obligations) held in fixed rates

was 69% at 30 April 2025 (2024: 65%).

Foreign exchange risk

The Group’s reporting currency is Sterling and 77% of its revenue was generated in Sterling during the year

(2024: 80%). The Group’s principal currency translation exposure is to the Euro, as the results of operations,

assets and liabilities of its Spanish and Irish businesses are translated into Sterling to produce the Group’s

consolidated financial statements.

The average and year end exchange rates used to translate the Group’s overseas operations were as follows:

2025

£:€

2024

£:€

Average 1.19 1.16

Year end 1.17 1.17

Going concern

Having considered the Group’s current trading, cash flow generation and debt maturity including severe but

plausible stress testing scenarios (as detailed further in the notes to the financial statements) the Directors

have concluded that it is appropriate to prepare the Group financial statements on a going concern basis.

Richard Clay

Interim Chief Financial Officer

9 July 2025

FINANCIAL REVIEW continued

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GAAP RECONCILIATION

Consolidated income statement reconciliation

Year ended 30 April

Footnotes

(below)

Statutory

2025

£m

Adjustments

2025

£m

Underlying

2025

£m

Statutory

2024

£m

Adjustments

2024

£m

Underlying

2024

£m

Revenue (a) 1,812.6 (2 57.6) 1,555.0 1,833.1 (312.5) 1,520.6

Cost of sales (b) (1,414.7) 284.1 (1,130.6) (1,400.2) 312.5 (1,0 8 7.7 )

Gross profit 397. 9 26.5 424.4 432.9 – 432.9

Administrative expenses (c) (261.5) 38.9 (222.6) (239.1) 18.6 (220.5)

Operating profit 136.4 65.4 201.8 193.8 18.6 212.4

Income from associates 0.2 – 0.2 1.3 – 1.3

EBIT 136.5 65.4 202.0 195.1 18.6 213.7

Finance income 1.5 – 1.5 0.6 – 0.6

Finance costs (36.6) – (36.6) (33.6) – (33.6)

Profit before taxation 101.5 65.4 166.9 162.1 18.6 180.7

Taxation (d) (21.6) (14.2) (35.8) (37.1) (4.5) (41.6)

Profit for the year 79.8 51.2 131.1 125.0 14.1 139.1

Shares for EPS calculation 224.3m 224.3m 226.3m 226.3m

Basic EPS 35.6p 58.4p 55.2p 61.4p

Adjustments comprise: Footnotes

Adjustments

2025

£m

Adjustments

2024

£m

Revenue: sale of vehicles (a) (257.6) (312.5)

Cost of sales: revenue sale of vehicles net down (a) 257.6 312.5

Depreciation adjustment (Note 28) 26.5 –

Cost of sales (b) 284.1 312.5

Gross profit (a)+(b) 26.5 –

Exceptional items (Note 28) 20.6 –

Amortisation of acquired intangible assets (Note 6) 18.3 18.6

Administrative expenses (c) 38.9 18.6

Adjustments to EBIT 65.4 18.6

Adjustments to profit before taxation 65.4 18.6

Tax on exceptional items (Note 28) (3.1) –

Tax on depreciation adjustment and amortisation of acquired intangibles (11.1) (4.5)

Tax adjustments (d) (14.2) (4.5)

Adjustments to profit for the year 51.2 14.1

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GAAP RECONCILIATION continued

Cash flow reconciliation

Year ended 30 April

2025

£m

2024

£m

Underlying EBIT 202.0 213.7

Add back:

Depreciation of property, plant and equipment 287.5 231.3

Depreciation adjustment not included in underlying EBIT (26.5) –

Loss on disposal of assets – (0.1)

Intangible amortisation included in underlying operating profit (Note 13) 1.5 1.4

Underlying EBITDA 464.5 446.3

Net replacement capex (388.3) (280.2)

Lease principal payments (59.5) (65.0)

Steady state cash generation 16.7 101.1

Exceptional items (cash expenses) (3.8) –

Working capital and non-cash items 49.0 (5.6)

Growth capex (65.1) (1.7)

Taxation (18.3) (33.4)

Net operating cash (21.5) 60.4

Distributions from associates 0.5 2.0

Interest and other financing costs (37. 1) (28.0)

Acquisition of business net of cash acquired – (4.1)

Free cash flow (58.1) 30.3

Dividends paid (59.0) (56.2)

Purchase of treasury shares (5.3) (24.9)

Add back: Lease principal payments 59.5 65.0

Net cash (consumed) generated (62.9) 14.2

Reconciliation to cash flow statement:

Net increase (decrease) in cash and cash equivalents 2.6 (17.7 )

Add back:

Receipt of bank loans and other borrowings (212.7) (33.1)

Repayments of bank loans and other borrowings 87.7 –

Principal element of lease payments 59.5 65.0

Net cash (consumed) generated (62.9) 14.2

Cash flow reconciliation

Year ended 30 April

2025

£m

2024

£m

Reconciliation of capital expenditure

Purchases of vehicles for hire 672.7 553.6

Proceeds from disposals of vehicles for hire (232.5) (288.0)

Proceeds from disposal of other property, plant and equipment (1.0) (1.4)

Purchases of other property, plant and equipment 11.1 15.7

Purchases of intangible assets 3.1 2.0

Net capital expenditure 453.4 281.9

Net replacement capex 388.3 280.2

Growth capex 65.1 1.7

Net capital expenditure 453.4 281.9

UK&I

Rental

2025

£000

Spain

Rental

2025

£000

Group

sub-total

2025

£000

Underlying operating profit

90,383 81,780 172,163

Excludes:

Vehicle disposal profits (28,723) (23,735) (52,458)

Rental profit 61,660 58,045 119,705

Divided by: Revenue: hire of vehicles

392,083 300,098 692,181

Rental margin 15.7% 19.3% 17.3%

UK&I

Rental

2024

£000

Spain

Rental

2024

£000

Group

sub-total

2024

£000

Underlying operating profit

93,788 7 7,7 8 9 171,577

Excludes:

Vehicle disposal profits (34,017) (2 7, 8 34) (61,851)

Rental profit 59,771 49,955 109,726

Divided by: Revenue: hire of vehicles

384,448 274,016 658,464

Rental margin 15.5% 18.2% 16.9%

1 See Note 5 of the financial statements for reconciliation of segment underlying operating profit to consolidated underlying

operating profit

2 Revenue: hire of vehicles including intersegment revenue (see Note 5 of the financial statements)

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INTEGRATED MOBILITY

Embedded risk and

financing know-how.

Our longstanding expertise through industry

cycles and focus on diversification helps us

manage our financial and other risk exposures.

As one of the largest buyers and sellers of LCVs in UK and Spain, we have

unrivalled visibility and experience in the financial management of vehicle assets,

throughout their lifecycle.

We mitigate concentration risk across our

businesses through broad diversification of

vehicle profiles and rental counterparts, and

targeting the most attractive end markets.

This is complemented by expert claims

management, maximising recovery rates.

Managing risks and financing both at

a divisional and group level, we target

meaningful returns on capital invested in

vehicle assets, enhanced by value-added

mobility and repair services and solutions.

This supports a financing profile which is very

attractive to a broad range of lending partners.

Case studies: our integrated mobility in action

See further details of our case studies at: www.ZIGUP.com/spotlight

Managing vehicle

purchasing

Working with OEMs to manage

Spain’s large scale fleet purchasing.

Diversifying rental

counterparty risk

How our rental credit team view risk

management and diversification.

Our refinancing

actions

Review of our financing strategy

and FY2025 actions.

Customer benefits

of claims protocol

The benefits to insurance partners

of claims protocol.

See Page 16

Balance sheet asset

strength

Looking at our balance sheet,

leverage and asset profile.

See Page 17

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IDENTIFYING AND MANAGING RISK

Managing risks to support

our strategy and stakeholders.

Our risk management strategy supports our ability to respond

to the changing needs of our stakeholders and the dynamics of

the markets we operate in. The purpose of our risk management

strategy is to identify risks which could affect us achieving our

strategic objectives and mitigate these to an acceptable level.

Risk focus

The risks facing the Group continue to be wide ranging, with both external and internal factors

providing uncertainty and requiring careful management across the year.

At the start of the year, the Group experience a cyder incident to which the Group promptly

responded, isolating the Group’s exposure and enacting the Group’s business continuity plans,

limiting the impact of the incident. Immediately following the incident, the Group strengthened

its defences, but these threats are continuously reported in the media and management remain

aware of the continuing risk. Following recent political changes across the world the macro

environment remains uncertain, particularly following the increase in global tariffs. In this early

stage, it is difficult to fully appraise the impact of these tariffs on the markets in which we operate

and how they will impact costs in our supply chain and demand for our products and services,

but this will continue to be closely monitored as it evolves. Vehicle supply conditions have

improved throughout the year, allowing the fleet to be refreshed and vehicle sales values and

credit hire lengths have continued to moderate, following post COVID-19 tailwinds.

The Group Risk Committee meets formally on a quarterly basis, with the risk management

process embedded across the Group and the Board overseeing its work. This enables risks to

be identified from a top down and bottom up perspective, with appropriate management of these

risks throughout the Group. A description of principal Board decisions made during the year is

included within the Section 172 statement on pages 76 to 78.

Identifying and managing risks

The Board and Executive Directors recognise the importance of identifying and actively

monitoring the impact of strategic, operational and financial risks.

The Board has overall responsibility for risk management with a focus on determining the nature

and extent of exposure to the principal and emerging risks the business is willing to take in

achieving its strategic objectives. This includes reviewing the risk appetite in each area of risk.

The risk appetite is assessed in the context of our business model and the external environment

in which we operate.

The Board and Executive Directors oversee the continual process for identifying, evaluating

and managing the significant risks the Group faces. The Board is also responsible for ensuring

the appropriate risk management process is in place and that it accords with risk management

guidance including a three lines of defence approach. The Board has performed a robust

assessment of the principal and emerging risks facing the Group during the year.

The Executive-led Group Risk Committee is facilitated by the Group Head of Internal Audit

and includes senior management from across the Group. It is responsible for facilitating the

identification of risks, including emerging risks, and overseeing management of those principal

risks throughout the Group in order to achieve our performance goals within the context of

risk appetite.

On behalf of the Board, the Audit Committee takes responsibility for overseeing the

effectiveness of internal control systems which are embedded into our risk management

systems. The Group Risk Committee continues to review and evaluate the robustness of the

risk management systems on behalf of the Board. The Board is also preparing for the incoming

disclosure Provision 29 of the revised Corporate Governance Code .

Ultimate responsibility for oversight of risk management rests with the Board. The Executive

Directors assess top down risk exposures against the context of the Group’s strategy, and the

effective day-to-day management of risk is embedded within our operational business units

and forms an integral part of how we work. This bottom up approach allows potential risks to be

identified at an early stage and escalated as appropriate, with mitigations put in place to manage

such risks. Each business unit maintains a comprehensive risk register. Changes to the register

are reviewed quarterly by the Group Risk Committee, with significant and emerging risks

escalated to the Board.

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IDENTIFYING AND MANAGING RISK continued

Risk management framework.

There is a formal

governance structure

underpinning our approach

to risk management.

The Group ensures that there are

robust processes in place in order to

achieve effective risk management.

This involves the identification,

evaluation, control and continuous

monitoring of risk posed to the

business. These processes ensure

that we have appropriate measures to

manage our exposure to risk in order to

operate within the Group’s risk appetite.

The Board

• Overall responsibility for risk management

• Reviews and approves risk appetite

• Monitors the activity of the Group Risk Committee and agrees the risk

programme

• Reviews principal and emerging risks with the Executive Directors

Audit Committee

• Supports the Board in monitoring risk exposure and ensuring that internal

controls embedded in the business are relevant and proportionate to risk

appetite and exposure

• Reviews internal controls

• Sets the objectives of and monitors the work of Group Internal Audit

Group Internal Audit

• Monitors risk management processes with the

Group Risk Committee including evaluation of

risk exposures and emerging risks

• Supports the Audit Committee in assessing the

adequacy of internal controls

• Designs and implements a testing programme

of internal controls

• Provides recommendations to internal

stakeholders in order to ensure adequate

controls are in place and risks are sufficiently

mitigated in accordance with the risk appetite

Group Risk Committee

• Oversees and facilitate the process of

identifying, recording and monitoring risks on a

bottom up basis throughout the business units

and functions in a consistent manner

• Ensures that risk owners are allocated to all risks

• Aggregates risk information and maps against

principal risks ensuring escalation to Executive

Directors and the Board

• Ensure that top down and emerging risks are

captured and recorded in the risk register

Support functions

• Provide guidance to Group Risk Committee, regional management teams

and risk owners

• Identify and assess risks in support functions

• Allocate risk owners to all support function risks

Executive Directors

• Define risk appetite

• Set group strategy in context of risk appetite

and risk tolerance

• Identify and review principal risks

• Identify and monitor emerging risks

• Design and implement the risk management

framework

Management teams

• Identify and assess risks in business operations

• Allocate risk owners to all risks

• Monitor risks and report to Group Risk Committee

• Ensure effective operation of internal controls

Top down

Oversight, identification, assessment and mitigation of risk at a group level

Bottom up

Identification, assessment and mitigation of risk at business unit and functional level

First line of defence Second line of defence Third line of defence

Governance

Risk ownership

Risk management

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IDENTIFYING AND MANAGING RISK continued

Risk appetite.

The Board is responsible for overseeing the risk appetite of the

Group. Directors set the risk appetite of the Group based on the

level of risk that the Group is willing to take in order

to deliver against strategic, operational and financial objectives.

The risk appetite processes ensure that risks are consistently managed across the Group

with decisions being made regarding the right level of risk, and that the appropriate resources

and controls are put in place at each level of risk. This also ensures that risks are escalated

appropriately and proportionately in line with overall appetite.

Risk appetite

Risk

tolerance Explanation

Averse Very low

Activities undertaken will only be those considered to carry very low or virtually no

residual risk.

Minimal Low

Activities will only be undertaken where they have a low degree of residual risk.

Preference for very safe business delivery with the potential for benefit or higher

return not a key driver.

Cautious Medium

Activities undertaken may carry a high degree of inherent risk that is deemed

controllable to a large extent so that the residual risk is medium.

Willing to tolerate a degree of risk in selecting which activities to undertake to

achieve key deliverables or initiatives, where we have identified scope to achieve

significant benefit or realise an opportunity.

Open High

Activities themselves may potentially carry, or contribute to, a high degree of

residual risk.

Willing to consider wider range of options and choose one most likely to result in

successful delivery while providing an acceptable level of benefit. Seek to achieve

a balance between a high likelihood of successful delivery and a high degree of

benefit and value for money.

Positive Very high

Willing to be innovative and to consider opportunities offering higher business

rewards despite elevated levels of inherent risk even if those activities carry a very

high residual risk.

Risk appetite impact category Averse Minimal Cautious Open Positive

Financial

Operational disruption

Legal and regulatory

Health and safety

Environment

Reputation

Strategic

StrategicOperational

Operational

Underlying

1. Set acceptable risk level

Potential impacts are assessed against a

combination of likelihood and risk impact with

the tolerance being categorised from risk-averse

to risk-positive.

An example of an area of risk-averse tolerance

would be our approach towards seeking to comply

with all relevant laws and regulations.

An example of where the Group has an open

or positive tolerance to risk would be in seeking

strategic growth opportunities, including

acquisitions, which may require accepting

a higher level of risk in order to achieve returns

against our strategic objectives.

2. Compare risk assessment

Risk appetite will vary across different types of risk,

and therefore appetite is further analysed between

underlying, operational and strategic risks where

tolerance for accepting risk will vary.

3. Determine action

Principal risks including inherent and mitigated risk

are measured against the risk appetite framework to

ensure that they are within tolerance of overall risk

appetite. If principal risks are outside or towards the

top end of risk appetite tolerance, measures will be

taken including taking further mitigating actions or

increasing oversight or controls. If risks are below

the risk appetite tolerance level then action should

be taken to consider being more open towards risk

in order to facilitate achievement of our strategic

objectives including higher returns or growth.

4. Describe potential impacts

Risk appetite is assessed for potential impacts

across different impact categories:

• Financial risk

• Operational disruption

• Legal and regulatory compliance

• Health and safety

• Environment

• Reputational risks: considered separately across

each identified stakeholder group

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IDENTIFYING AND MANAGING RISK

continued

Identifying and managing risks.

The Board maintains a focus on effective risk management, which flows all the way through the organisation. The risk appetite is set at

different tolerances depending on the impact categories. The culture of the organisation is consistent with risk appetite and ensures all

activities, from day-to-day operations to high-level strategic decisions, are performed in line with this approach.

The assessment of principal risks are based on the perceived impact on the Group’s ability to achieve its strategic objectives and the likelihood of their occurrence, taking into account controls that have been put

in place to mitigate any impact.

Recognising that all business activity involves

elements of risk, the Group maintains a policy

of continuously identifying and reviewing risks

that represent a threat to the business, or that

may cause future financial results to differ

materially from expected results. Our approach

is not intended to eliminate risk entirely, but to

manage our risk exposures across the business,

whilst at the same time making the most of our

opportunities.

The Directors have carried out a robust

assessment of the principal and emerging risks

facing the Group, including those that would

threaten its business model, future performance,

solvency or liquidity materially. For each risk we

state what it means for us and what we are doing

to manage it. The change in risk is assessed

using the aggregation of bottom up risks which

have been mapped against principal risks and

also the top down view, as well as emerging risks.

The risk level change represents the assessed

risk exposure as at 30 April 2025 compared to the

same point in the previous year.

The Board is dedicated to ensuring the Group

operates in a responsible and sustainable

manner. Guided by the Sustainability Committee,

the Group previously launched a range of

sustainability commitments supported by our

ESG strategy and framework and approach to

data collection and reporting. The Group is in

the process of preparing a double materiality

assessment in readiness of CSRD regulations

(further details of which can be found on pages

30 and 31) which closely aligns to the Group risk

the short and medium term.

While we view climate change as a significant

risk for the business, we believe that it is

not individually a principal risk, but is more

appropriately addressed within our underlying

risk categories for short to medium term

impacts; and then separately through our

TCFD risk assessment and development of our

double materiality assessment for longer term

implications, as set out on pages 64 to 73. This

better reflects the risks and opportunities which

will arise over the longer term.

The risks specified are not intended to represent an

exhaustive list of all potential risks and uncertainties.

The risk factors outlined should be considered in

conjunction with the Group’s system for managing

risk, described on pages 52 to 54 and in the

Corporate Governance report on pages 88 to 91.

In addition to principal risks, the Board considers

emerging risks which may impact the Group. The

Group considers an emerging risk to be one that

does not currently have a material impact on the

business but has the potential to impact future

strategy or operations. The Group’s approach to

managing emerging risk exposure is to:

• identify potential emerging risks; using horizon

scanning techniques, published external

research and investor peers or competitor

review;

• assess these risks taking into account our

industry sector and market position, and our

strategy, to determine relevance;

• consider the potential impact of each risk on

each risk appetite impact category, taking into

account the likelihood of the risk occurring and

the speed with which it may manifest; and

• regularly monitor these risks and develop

actions to address them where appropriate.

The Board considers climate-related matters,

including the recommendations from the TCFD

as emerging risks. Our assessment around

this area continues to develop,as set out on

pages 30 to 31, as we progress our double

materiality assessment and continually monitor

developments in this area. As those risks

become significant in likelihood and impact

within the same time horizon of the principal

risk assessment, they will be integrated into the

recording of principal risks and the overall risk

management framework of the Group.

Principal risks Emerging risks

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PRINCIPAL RISKS AND UNCERTAINTIES

Our principal

risks.

The Group’s risk register records over 700 individual

risks which are aggregated into 25 key risks and

allocated against the six risk appetite categories (see

page 54). They are then mapped to the eight individual

principal risks (categorised into strategic, financial

and operational risks, although most risks have an

impact across all three categories).

Risk

The world we live in

Our markets and customers

Fleet availability

Our people

Regulatory environment

Technology and digitalisation

Recovery of contract assets

Access to capital

Key

Inherent risk

Residual risk (unchanged from prior year)

Residual risk (risk scoring increased from prior year)

Residual risk (risk scoring reduced from prior year)

Impact

Very high

Likelihood

Very highVery low

Very low

Risk appetite Averse Minimal Cautious Open Positive

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PRINCIPAL RISKS AND UNCERTAINTIES continued

Risk trend.

Type

of risk Risk

Appetite

tolerance Mitigated risk

Risk

trend

Change explanation

Strategic

risks

The world we live in Cautious

to open

• Worldwide political change is creating policy change and in some cases uncertainty in the macro-environment

• The impact of increases to trading tariffs on global supply chains remains to be seen

• Demand for our rental services remains high

• Volumes and hire lengths have reduced in Claims & Services consistent with the market, but the underlying market remains strong

• Inflationary pressures have eased compared to recent years and continue to be managed against the cost base through operational

efficiencies and targeted pricing actions

Our markets

and customers

Minimal

to open

• No major customer losses and the customer base continues to be diversified across sectors with no reliance on individual

customers of size

• The opportunities and services created through our integrated mobilities platform improves the attractiveness of our offering and

the retention of customers, reinforced by our new group purpose statement

• We continue to build a platform and relationships that will facilitate the transition away from ICE vehicles for the Group and its customers

Operational

risks

Fleet availability

Minimal

to open

• Supply restrictions have started to ease, allowing the fleet to be refreshed and operational performance and customer service to be

maintained

• Residual values have reduced in line with expectations but remain above pre-COVID-19 levels

Our people

Averse

to open

• Continually strong colleague engagement scoring reflects the measures taken to improve communication, training and

development of our people

• Continual review and widening of benefits including a further free shares issuance, and initiatives such as buying and selling of annual leave

• Routes to employment markets continue to be supported by in-house recruitment and the vacancy filler platform used across the Group

Regulatory

environment

Averse

• No material changes to laws and regulations

• No material changes to contractual obligations

• Horizon scanning and planning for future changes to laws and regulations

Technology

and digitalisation

Minimal

to open

• The complexity, frequency and threat of cyber attacks remains high. The Group experienced a cyber incident in the year. This

demonstrated the Group’s ability to react quickly and minimise potential impact, which defenses being further strengthened

Financial

risks

Recovery of

contract assets

Cautious

to open

• The number of partners under protocol arrangements has increased, with the overall risk remaining consistent with the prior year

Access to capital Cautious

to open

• Debt markets remain liquid and supportive of investment grade credit profiles

• A comprehensive debt financing programme has taken place in the year to increase flexibility and extend maturities ensuring that

debt facility amounts and maturities remain adequate for funding strategic objectives

Mitigated risk

within appetite tolerance

outside of appetite tolerance

Risk trend

Evaluation is defined as management’s

assessment of whether the risk factor has:

INCREASED DECREASED NOT CHANGED

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PRINCIPAL RISKS AND UNCERTAINTIES continued

Strategic risks.

The world we live in

Risk trend

The successful delivery of our strategy is influenced by the world we live in, and we need to adapt to a

changing global environment. Changes in both economic and environmental conditions in the countries

that the Group operates in or is linked to, through our supply chain, could affect how we deliver our

services or change the cost base of the business.

Influencing factors

• Changes in economic conditions including economic

growth forecasts, exchange rates, interest rates and

inflationary pressures

• Influences of global conflicts on global supply chains

• Increases to global tariffs could increase the costs in

the supply chain and affect our customers’ businesses

• The impact that environmental conditions such as

extreme weather could have on our operations, as well

as our impact on the environments in which we operate

Controls and mitigating activities

• The Group’s business model and balance sheet

strength provides resilience to economic downturns,

with the flexibility of our offer being attractive in times of

uncertainty

• In the event of a downturn, the Group can manage its

fleet flexibly, generating cash and reducing debt by

reducing vehicle purchases or accelerating disposals

• The cost base related to management of insurance

claims and services is flexible and can be scaled back

in response to a downturn in revenue

• Pricing structures remain under review in the context

of cost inflation with minimum return thresholds

protecting margins

• Credit risk of new and existing customers is continually

assessed and the Group has a diversified customer

base without overreliance on an individual or group of

customers across any sector

• The Group maintains close relationships with

key suppliers to ensure continuity of supply and

diversifies the supplier base in periods when supply

becomes restricted

• Foreign exchange exposure is minimised through

sourcing supplies in the same currency as the revenue

is generated. Translation risk is managed through

holding a proportion of borrowings in Euro in order to

hedge against the investment in Euro net assets

• Management continue to assess the impact of global

tariffs on the operations of the Group

Stakeholder impact

Link to strategy

Our markets and customers

Risk trend

We operate in markets undergoing significant transformations both through changing business models

and customer expectations for smarter and increasingly sustainable mobility. If the Group does not

respond to behavioural, structural, legal, or technological changes in our markets there is a risk that

demand for our services will reduce. Changes to the insurance market or loss of a key insurance referral

partner could adversely impact the Group’s revenues.

Influencing factors

• Structural changes to the rental and insurance

and legal services markets such as consolidation,

digitalisation or vertical integration could impact on

the viability of the business model if we are not agile

enough to respond to those trends

• Changes to regulations for operation of ICE vehicles

and widening of low-emission zones will change the

way in which mobility services will need to be delivered

• Price competition for an equivalent service, could

impact our ability to attract and retain customers at

appropriate rates of return

• Increases in insurance referral rates or cost increases

which cannot be passed on through claims could

impact viability of returns

• Loss of a major customer or insurance referral

partner could diminish returns if the cost base is

not managed appropriately

Controls and mitigating activities

• Our strong reputation for trusted and expert advice

and customer service improves retention of existing

customers and attractiveness to new customers by

differentiating our offer from other market participants

• Continued evolution of the fleet towards non-ICE

vehicles with development of supplier relationships and

investments in supporting infrastructure

• Continual benchmarking of pricing and service offer

compared to competitors and other market participants.

Pricing controls over target levels of returns and

discount authorities protect margins

• Minimising the concentration of business customers

and maintaining long term relationships with insurance

partners, with a large proportion of revenue coming from

contracts with customers, that are greater than one year

in length

Stakeholder impact

Link to strategy

Key to stakeholder impact:

Customers and Consumers Partners and Suppliers Government and Regulators Investors Colleagues Community

Risk trend

Evaluation is defined as management’s

assessment of whether the risk factor has:

INCREASED DECREASED NOT CHANGED

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PRINCIPAL RISKS AND UNCERTAINTIES continued

Fleet availability

Risk trend

Failure to secure sufficient access to fleet at appropriate pricing would impact on our ability to meet

operational and customer service delivery, overall returns and our ability to grow organically.

An increase in fleet holding costs either through higher new vehicle pricing or lower residual values, if not

recovered through pricing increases or operational efficiencies, would adversely affect returns.

Influencing factors

• Global supply improved in the previous year and

continued to do so in FY2025

• Higher new vehicle purchase price as the proportion of

the fleet made up of non-ICE vehicles grows

• Residual values continue to be affected by the vehicle

supply interruption and are influenced by other economic

conditions

• The impact of increases to global tariffs on the

automotive industry remains uncertain

Controls and mitigating activities

• Flexibility over asset management means that in the

short term the Group can mitigate the shortage of supply

of new vehicles by ageing out the fleet

• The business model supports high levels of utilisation

and vehicles returned from customers are redeployed

within the fleet

• The Group maintains close relationships with key

suppliers to ensure continuity of supply and has

diversified the supplier base in order to broaden access

to new vehicles

• The Group minimises vehicle holding costs by flexibly

managing the fleet so that vehicles can be defleeted at

the optimal point in their lifecycle through our own sales

channels. We manage vehicle sales through our own

retail sales network and online sales channels

Stakeholder impact

Link to strategy

Our people

Risk trend

We rely on the expertise and experience of our people in order to stay at the forefront of changes to our

markets and to maintain and deliver high levels of customer service. Failure to attract, retain, develop and

motivate this talent would impact the Group’s ability to meet its strategic objectives.

We also understand our responsibility to keep our people safe through appropriate health and safety

risk management to maintain trust with our people and reputation across all stakeholders. The Group

continues to ensure that the health and safety procedures we have in place are robust to minimise this

threat as far as possible.

Influencing factors

• External pressures in the labour market creates issues

in attracting and retaining talent and therefore delivery of

the operating model and commercial proposition

• The diverse operations of the Group growing organically

and inorganically across a wide geographical area

increases the challenge of fostering a shared culture in

line with strategic objectives

• Not safeguarding colleague’s health and welfare and

failure to invest in our workforce will lead to high levels

of staff turnover, which will affect customer service,

operational efficiency and overall delivery of the

Group’s strategy

Controls and mitigating activities

• Engagement with the Group’s leadership teams

through The Voice Network forums and the annual Have

Your Say survey

• Internal communications establish values which are

aligned to the Group’s strategy, and we undertake

regular communication of the strategic progress by the

Group and how that best serves our people through

various platforms

• Ongoing benchmarking of reward and benefits against

the comparable employment market

• Regular performance reviews including personal

development and tailored training as well as a mentoring

programme

• Regular engagement with colleagues and access to

health and wellbeing initiatives

• Widening of rewards and benefits including share

ownership, financial wellbeing initiatives and holiday buy

and sell initiatives

• Group health and safety team develops policy and

processes to ensure safe working practices and

monitors compliance with those policies

• Continual development of the Group’s health

and safety initiatives to promote an ongoing safe

working environment

Stakeholder impact

Link to strategy

Operational risks.

Key to stakeholder impact:

Customers and Consumers Partners and Suppliers Government and Regulators Investors Colleagues Community

Risk trend

Evaluation is defined as management’s

assessment of whether the risk factor has:

INCREASED DECREASED NOT CHANGED

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Operational risks.

Regulatory environment

Risk trend

The Group must comply with all laws and regulations; certain activities within the Group are regulated,

therefore ongoing compliance with regulations is required to ensure continuity of business.

Legal cases relating to the provision of credit hire and insurance-related services have provided a

precedent framework which has remained stable for several years. Legal challenges or changes in

legislation could undermine this framework with consequences for the markets in which the Group

operates.

Influencing factors

• Changes to the legislation or regulatory environment in

any of the Group’s markets could impact revenue and

profitability, particularly within the credit hire, insurance

and legal services businesses

• Inadequate operation of systems to monitor and ensure

compliance with regulations could expose the Group

to fines and penalties, or operating licences could be

suspended and also adversely impact our reputation

across all stakeholder groups

Controls and mitigating activities

• In-house legal and compliance team continuously

monitoring regulatory and legal compliance

• Horizon scanning and monitoring of legal and regulatory

developments

• Policies and procedures and compliance monitoring

programmes

• Training in relation to relevant legislation, regulatory

responsibilities and the Group’s policies and procedures

• External advisors are retained where necessary

Stakeholder impact

Link to strategy

Technology and digitalisation

Risk trend

The Group relies on technology to ensure the safe continuity of business operations, and advances

in technology offer opportunities to leverage efficiencies in processes and enhanced service delivery,

with stakeholders continuing to seek deeper digital engagement. Failure of existing systems, lack of

development in new systems or poor integration of new systems, could result in a loss of commercial

agility and/or harm the efficiency and continuity of our operations.

The global threat of cyber attacks is increasing as attacks are becoming more frequent and sophisticated.

In May 2024, the Group was impacted by a cyber incident in part of its UK operation. The Group’s systems

were immediately isolated to contain and eliminate the threat. Most businesses experienced limited impact

and rapidly returned to normal operational capacity with the NewLaw business being affected for the

longest period. Defences were strengthened immediately following the incident but the risk continues to be

monitored, with cyber attacks on other organisations regularly reported in the media.

Influencing factors

• Inadequate IT systems can be at risk from failed processes,

systems or infrastructure and from error, fraud or cyber crime

• The Group’s business is dependent on the safe and

efficient processing of a large number of complex

transactions and stakeholder interactions. The effective

performance and availability of core systems is central to

the operation of the business

• Growth through inorganic acquisitions increases the

complexity and diversity of operations, IT systems

and infrastructure

• Cyber attacks are becoming increasingly frequent and

sophisticated. The Group remains vigilant to changes in

the cyber threat landscape and continues to review the

technology deployed to defend against these threats

Controls and mitigating activities

• Investments in key IT platforms and systems to ensure

continued operational performance and delivery

• Changes to key IT systems are considered as part of

wider group change programmes and are implemented

in phases where possible, with appropriate governance

structures put in place to oversee progress against

project objectives

• Ongoing monitoring of the continuity of IT systems with

access to support where required

• Back-up and recovery procedures for key systems

including disaster recovery plans

• The Board approved a new cyber security policy

• Increased training on cyber security made mandatory

to all staff

• Operation of information security and data protection

protocols to ensure that data is held securely, and

is adequately protected from cyber attacks or other

unauthorised access

Stakeholder impact

Link to strategy

Key to stakeholder impact:

Customers and Consumers Partners and Suppliers Government and Regulators Investors Colleagues Community

Risk trend

Evaluation is defined as management’s

assessment of whether the risk factor has:

INCREASED DECREASED NOT CHANGED

PRINCIPAL RISKS AND UNCERTAINTIES continued

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Financial risks.

Recovery of contract assets

Risk trend

Our credit hire and repair business involves the provision of goods and services on credit. The Group

receives payment for the goods and services it has provided after a claim has been pursued against the

party at fault (and the relevant third party insurer). This process can take a long period of time before claims

are agreed and settled.

Influencing factors

• Recovery of insurance claims requires the orderly

running of insurance markets with claims being settled on

commonly agreed terms

• Due to the relative strength of insurance companies, they

could influence the speed of settlement of claims in order

to secure better terms

• Settlement of claims is normally reached through mutual

agreement. Settlement through court arbitrations

can be lengthy and relies on efficient operation of the

court process

Controls and mitigating activities

• Services are only provided to customers after a full risk

assessment process to ensure that the claim will be

legally recoverable from a third party

• The Group manages collection risk by standardising

terms with third party insurers (protocol agreements)

where possible, which reduces collection risk under

shorter payment terms. The proportion of claims under

protocol terms has increased in the year to c.70%

• Other claims are managed through specialist teams

in order to settle claims or managed through a court

arbitration process

Stakeholder impact

Link to strategy

Access to capital

Risk trend

The Group needs access to sufficient capital to maintain and grow the fleet and fund working capital

requirements.

Investors increasingly require businesses to demonstrate that they act in a responsible and sustainable

manner prior to granting access to financing facilities.

Influencing factors

• Debt markets can be volatile in terms of liquidity

and pricing

• Failure to maintain or extend access to credit and fleet

finance facilities or non-compliance with debt covenants

could affect the Group’s ability to achieve its strategic

objectives or continue as a going concern

Controls and mitigating activities

• Debt facilities are diversified across a range of lenders

and close relationships are maintained with key funders

of the Group to ensure continuity of funding

• Debt facilities have been put in place to provide

adequate headroom and maturities in order to support

the strategy of the Group

• In the current year, the Group secured three further

tranches of funding, via private placement debt facilities,

asset-backed financing facility and the refinancing of

the Group’s revolving credit facility, which evidences

investors are confident in the Group’s operations

• The Group continually monitors cash flow forecasts to

ensure adequate headroom on facilities and ongoing

compliance with debt covenants

• The Group maintains leverage within stated policy and

the business model allows cash to be generated through

economic cycles

• The impact of access to capital on the Group’s viability is

considered in the viability statement on page 63

Stakeholder impact

Link to strategy

Key to stakeholder impact:

Customers and Consumers Partners and Suppliers Government and Regulators Investors Colleagues Community

Risk trend

Evaluation is defined as management’s

assessment of whether the risk factor has:

INCREASED DECREASED NOT CHANGED

PRINCIPAL RISKS AND UNCERTAINTIES continued

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Disclosure

statements.

63 Viability statement

64 TCFD and SECR report

74 Non-financial and sustainability information

statement

76 Section 172 statement

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VIABILITY STATEMENT

Viability statement.

Assessment of prospects

Our business model and strategy are central to

understanding the prospects of the Group, details of

which can be found on pages 18 and 24. In the prior

year, the Group launched a new brand and name, and

rolled out a refreshed strategic framework, to lead the

Group through its next phase of sustainable growth.

The Group successfully secured additional financing

as discussed in further detail later in this report,

supporting the Group’s operations and providing the

flexibility to realise the Group’s ambitions and deliver

its strategic objectives. The Group is well established

within the markets it operates in, details of which

can be found on pages 12 to 13, and continues to

capitalise on key structural trends. The Board made

a decision in the year to exit the personal injury

market in order to focus on the core operations of

the business. The Group continues to make strong

underlying profits, proving the Group’s resilience

and commitment to delivering sustainable value to

itsstakeholders.

In the prior year, the Board launched a refreshed

strategic framework, introducing Enable, Deliver,

Grow as the pillars of the Group’s strategy. During

the year, the Group has made progress against those

strategic objectives. The Board maintains a measured

approach to strategic risk whilst continuing to explore

growth opportunities intended to add long term value

to the Group, both organically and inorganically. The

Board continually assesses the changes in the risk

and emerging risks to the Group including climate-

related impacts, further details of which can be found

on pages 52 to 61. The Group pursues only those

activities which are acceptable in the context of the

risk appetite of the Group as a whole.

The assessment process and key

assumptions

The Group’s prospects are assessed through its

strategic planning process. This process includes an

annual review of the ongoing strategic plan, led by

the CEO, together with the involvement of business

functions in all territories.

The Board engages closely with the Group’s

management teams throughout this process and

challenges delivery of the strategic plan during

regular Board meetings. Part of the Board’s role

is to challenge the plan to ensure it is robust and

makes due consideration of the appropriate external

environment.

The Directors have assessed the viability of the Group

over a three-year period to 30 April 2028, considering

the Group’s current position and a robust assessment

of the potential impact of the principal risks outlined in

the Strategic report.

The three-year period was selected as this represents

the normal investment cycle of the Group. With the

exception of minimum term rental contracts, there

is no fixed period over rental revenue is contracted,

in line with the flexibility offered to customers. Within

the rental business, vehicles are normally held for

up to five years, with an average holding period of

three years. Within the Claims & Services business,

there is no fixed investment cycle. The viability of

the business is underpinned by its commercial

relationships with insurance partners. Commercial

terms are continuously reviewed with insurance

partners, with three years representing an average

review cycle of material terms. The three-year period

used for assessing viability is therefore aligned to how

capital is employed in the business, the maturity of key

commercial relationships and, therefore, how returns

on investment are reviewed.

The plan makes certain assumptions about the normal

level of capital recycling likely to occur, and therefore

considers whether additional financing will be required.

The first year of the financial forecast forms the

Group’s operating budget. Subsequent years are

forecast from this year, based on historical experience

and expected measures within the overall strategic

plan.

Based upon this assessment, the Directors have a

reasonable expectation that the Group will be able to

continue in operation and meet its liabilities as they fall

due over the period to 30 April 2028.

Assessment of viability

To assess the Group’s viability, the three-year strategic

plan was stress-tested against various scenarios and

other sensitivities.

Sensitivity analysis of our strategy

A detailed three-year strategic review was conducted

which considers the Group’s cash flows, dividend

cover assuming operation of stated policy, and

headroom against borrowing facilities and financial

covenants, under the Group’s existing facilities.

These metrics were subjected to sensitivity analysis

to assess the Group’s ability to deliver its strategic

objectives.

Financial position

In the year, the Group completed a comprehensive

debt refinancing programme, allowing for refinancing

on an investment grade basis and with improved

commercial terms. The financing programme

increased the Group’s revolving credit facility to

£500m with five-year maturities, an additional €190m

of private placement loan notes alongside the existing

€375m loan notes extending the maturity profile to

2034 and a further £100m vehicle funding facility on a

one-year rolling commitment further diversifying the

funding base of the Group. Headroom against the

Group’s existing banking facilities at 30 April 2025

was £412m as detailed on page 47. This compares

with headroom of £244m at 30 April 2024 and reflects

the additional financial capacity financial capacity

following refinancing, to support the delivery of our

objectives under our strategic pillars of Enable, Deliver,

Grow. The refinancing in the year demonstrates

the Group’s financial strength and is testament to

the relationship we have with our lenders and their

confidence in the sustainable manner in which we

operate and continue to deliver on our strategy.

Taking into account further planned financing

assumptions, the Group’s facilities will provide

sufficient headroom to fund the capital expenditure

and working capital requirements during the

plannedperiod.

The Directors have further considered the resilience

of the Group, considering its current position and

the principal risks facing the business. The plan was

stress-tested for severe but plausible scenarios

asfollows:

• No further growth in vehicles on hire with rental

customers

• A 1% reduction in pricing of rental hire rates

• A 2% increase above plan assumptions in the

purchase cost of vehicles and other operating

expenses not passed on to customers

• A £500 reduction to per vehicle assumptions in

the plan for the residual value of used vehicles

• A 7. 5 % reduction in insurance claims and

services revenue in aggregate, either through

lower demand or through ending the commercial

relationship with a group of key insurance

partners

• A prudent working capital view reflecting the

impact of a slow-down in collections of historic

insurance claims

The above scenarios took into account the

effectiveness of mitigating actions that would be

reasonably taken, such as reducing variable costs that

are directly related to revenue, but did not take into

account further management actions that would likely

be taken, such as a change to the indirect cost base

of the Group or a reduction in capital expenditure and

ageing out of the vehicle fleet, both of which would

generate cash and reduce debt.

Conclusions relating to viability and

going concern

After considering the above sensitivities and

reasonable mitigating actions, sufficient headroom

remained against available debt facilities and the

covenants attached to those facilities. The Directors

have a reasonable expectation that the Group will

continue to be able to meet its obligations as they

fall due and continue to be viable over the period

to 30 April 2028. The Directors also considered

it appropriate to prepare the financial statements

on the going concern basis, as explained in the

Basis of preparation paragraph in Note 2 of the

Financialstatements.

The Group completed a comprehensive debt refinancing programme in the

year, supporting the three strategic pillars: Enable, Deliver, Grow. The Group

continues to see sustainable growth opportunities in all markets.

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TCFD AND SECR REPORT

Climate change governance framework.

We aim to improve transparency and

encourage stakeholder discussions

about this important issue. This

section summarises our carbon

emissions and outlines our steps to

manage climate-related risks, and

take advantage of opportunities in

an unpredictable global emissions

environment.

This report was prepared in line with

the UK Climate-Related Financial

Disclosures Guidance and associated

annexes, specifically annexe 1. As

ZIGUP is not a financial or appropriate

sector-specific company, no additional

guidance was incorporated. Reasonable

assurance is obtained over Scope 1,

Scope 2, and 95% of Scope 3 emissions.

We confirm a position of consistency with

the 11 recommendations under the TCFD

framework.

Climate governance

Our sustainability strategy is integral

to our financial planning, which the

Board oversees. The CEO and CFO

provide regular updates at Board

meetings, detailing the progress made

on this strategy, including key activities,

implementation, and progress against

emissions reduction targets.

Board

Our Board of Directors proactively shape the Group’s ESG strategy and activities. They provide oversight of

climate-related issues and ensure that the best practices, emerging trends, and key issues related to ESG

strategy, governance, and risk management are considered and acted upon.

Executive Committee

Responsible for developing and implementing strategy, and monitoring strategic execution including that of

climate-related strategic objectives.

Key Executive-led committees

Sustainability Committee

Oversees our strategic development across

sustainability issues, including developing

a systematic and collaborative approach to

climate action with our stakeholders.

Group Risk Committee

Assists the Board in overseeing the risk

management framework, including identifying,

assessing, and reporting climate-related risks.

Group Management Boards

Key transition-related activities, risks and

opportunities are considered on Group

Management Boards.

Audit Committee

Monitors the integrity of climate-related

disclosures and data reporting through

internal and external assurance and ensures

compliance with external climate-related

reporting requirements.

Remuneration Committee

Responsible for determining and approving

the Remuneration Policy and recommending

its approval to the Board. Responsible for

incentivising performance against climate-related

targets, monitoring performance against targets,

and approving remuneration accordingly.

Nominations Committee

Responsible for keeping under review the

climate-related skills and experience of the

Board and its committees; the recruitment of

new Directors; ensuring orderly succession

plans for both the Board and the Group

Management Boards.

Report of the Audit Committee on

Pages 96 to 101

Report of the Remuneration Committee on

Pages 102 to 121

Report of the Nominations Committee on

Pages 92 to 95

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TCFD AND SECR REPORT continued

Implementing our climate strategy.

The domestic transport sector is the most significant contributor to GHG emissions in the UK and the second-largest in Europe. Reducing emissions in this sector is crucial for

achieving overall climate goals.

Vehicle manufacturers are pursuing a transition

to EVs. Some take a progressive approach,

while others are more pragmatic with their

transition strategies. They are factoring into

their decision making the impact of current

and future policy mechanisms to stimulate

customer demand for EVs.

The ZEV mandate became law in the UK

in January 2024. This mandate sets out

the percentage of new zero-emission cars

and vans that manufacturers must produce

annually up to 2030. In 2025, amendments to

the regulations confirmed the 2035 phase-out

date for ICE vehicles. The 2025 changes also

provided additional scope for manufacturers

to meet the rising yearly targets. These

changes aim to balance the push towards

zero emissions with practical considerations

for consumers and manufacturers.

LCV fleets and rental companies face

significant challenges in managing the

transition to e-LCVs. Improvements are

needed across the entire sector to align

vehicle fleets with the EV percentages

required by the ZEV mandate, including

holding cost, vehicle capabilities, and

charging infrastructure, along with appropriate

government support mechanisms.

In FY2026, we intend to publish a transition

plan to set out how to meet our long term

climate commitment to be net zero by 2050.

The plan will include details of the factors

impacting the pace of our transition to net

zero, including overall customer sentiment

on the suitability of alternative drivetrains for

their operational activities.

Drive to Zero

We are working with our customers to enable

a smooth transition towards lower-carbon

mobility. At present, we operate from 185

sites, including workshops, bodyshops, and

branches, along with offices and customer

service centres across the UK, Ireland, and

Spain. This diverse geographic spread means

we have flexibility and resiliency within our

operations and can share learnings between

our business segments and across locations.

With our end-to-end support, in-house

expertise, and capabilities, we provide many

support services to our customers. Many

have set ambitious net zero targets and seek

expert support to make meaningful progress.

We are also active within our supply chain,

collaborating with and supporting policy

initiatives to help accelerate the transition.

The impacts of transitioning our fleet

Shifting our fleet to EVs and manufacturers’

efforts to lower their operational and supply

chain emissions will reduce emissions across

the entire value chain.

As a market leader in vehicle fleet

management, we recognise our role in

guiding policymakers and the industry toward

efficient mobility solutions. Achieving this

will involve collaboration on regulations,

technical innovation, infrastructure, and fleet

management.

From the starting point of our FY2022

baseline, we are committed to using 100%

renewable electricity and an absolute Scope

1 and Scope 2 emission reduction target of

10% by 2027. Our long term commitment

is to be net zero by 2050. We expect that

to achieve this target, we must offset the

remaining emissions balance to achieve

carbon neutrality. The transition pathway plan

we intend to publish in FY2026 will include

updated short, medium and long term Scope

1, 2 and 3 targets and an indication of the

volume of emissions which may need to be

offset to become carbon neutral.

We expect our business to be positively

impacted by transitioning to a 1.5 degree

world.

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TCFD AND SECR REPORT continued

Climate risk management.

The outcome of climate change is uncertain and will depend on the movement of global

temperature and the specific regulatory responses.

The effects will be wide-ranging, including

the impacts of weather patterns (physical

risks) and the regulatory and societal effects

of transitioning to a low-carbon economy

(transition risks). Opportunities are expected

to arise as more customers seek advice

and products to support the transition towards

low-carbon mobility. A thorough annual risk

and opportunities assessment is undertaken

to review the potential impacts of climate

outcomes on our business. Our assessment

covered key timeframes (as defined in

Table 1), which link to our fleet renewal cycles,

key sector regulations and policies, and our net

zero commitment. We assigned timeframes to

each risk and opportunity based on expected

material impact and quantified the impact

where possible. ZIGUP has a finite capacity

for financial impacts, and recognises that this

capacity is best reserved in pursuit of strategic

and tactical objectives that create value. The

Group is therefore cautious of financial impacts

arising from risks and will accept only medium

residual risks with low probability, with a strong

preference to reduce risks to low and very low

residual levels.

We have embedded risk management

processes across the business and report

regularly to the Board. Climate transition

issues are considered fundamental to our

commercial success, and such risks and

opportunities are assessed both against

relevant financial planning horizons and

aligned with our customer strategy and

demand requirements. Climate-related risks

are discussed in Table 3 on page 69.

Our risk identification, assessment,

methodology and appetite is reviewed at

least on a quarterly basis. Where climate

risks extend outside the timeframe of our

ERM process, they are assessed using the

same methodology but are considered within

the longer term context of our sustainability

strategy and targets and under the scrutiny

of the Sustainability Committee, which is

chaired by the CFO.

As set out in Table 3, our mitigation and

resiliency measures appropriately manage the

risks identified within our scenario analysis.

Our risk management process captures

climate-related matters, and in turn, these form

part of our group risk register, which the Board

reviews. The Board is responsible for the

Group’s overall approach to risk management

and internal control, including ensuring the

design and implementation of appropriate risk

management and internal control systems.

This comprises assessing the effectiveness

of these systems, which includes regular

reviews to ensure that the Group is identifying,

considering and, as far as practicable,

mitigating the risks for the business.

Further details on material impacts and mitigation activities can be found in the risk table Page 69

Risk assessment

Risks Opportunities

Sample hazard exposure Severity Likelihood Impact contribution Scale

High (>15%) Critical Virtually certain Significant 5

High Likely High 4

Moderate (10-15%) Moderate-high More likely than not Moderate-high 3

Moderate About as likely as not Moderate 2

Low <10%) Low Unlikely Low 1

None Very unlikely None 0

Table 1. Risk assessment timeframes

Short

term

0-5 years

Time horizons

2022

Target baseline year

2027

Scope 1 and 2 target

2030

80% of cars and

70% of new vans are

required to be zero

emission in the UK

2035

All new vans sold

in the UK must be

zero-emission, while

all vehicles in the

EU have the same

deadline.

2050

Paris Agreement

and UK target

for net zero

ZIGUP net zero

target

Medium term

5-10 years

Long term

10+ years

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TCFD AND SECR REPORT continued

Through scenario analysis, we have improved our understanding of physical and

transition risks to our business across short, medium, and long term time horizons.

Climate outcome scenarios.

We have provided a comprehensive overview

of the potential impacts on the Group and

its stakeholders under different climate

scenarios. The potential climate outcomes

considered this year when reviewing climate

risks and opportunities range from an

orderly transition scenario that limits global

average surface warming of 1.5 degrees

Celsius, above pre-industrial temperatures.

to an adaptation scenario where emissions

continue the current pathway, which

leads to around 4°C warming. Qualitative

assessments for each of these climate

scenarios are outlined in table 2 on page 68.

Physical risk exposure was assessed under

two future states of the world using the latest

Inter-governmental Panel on Climate Change

(IPCC) scenarios specified in their sixth

assessment report. The IPCC Shared

Socio-economic Pathways are a natural

choice as these scenarios are widely

recognised, based on credible scientific

databases, and are used to inform our global

climate policy. As expected, the Group has

minimal exposure to most of these hazards

due to the operational profile of our business.

When scenario pathways diverge, we expect

physical risks to materialise around 2040.

Transition risks were explored by applying IEA

Global Energy and Climate model scenarios

and National Grid Future Energy Scenarios,

which align with the Group’s long term net zero

commitment. The IEA scenarios assessed

three states of global change. The IEA and

National Grid scenarios were selected due to

their sectoral-specific analysis and industry

dependencies. The National Grid scenarios

also apply specifically to the UK market,

providing tailored insights into the potential

future changes to our UK strategy and feeding

into our wider organisational strategy.

For more information see table on Page 68

Spotlight: Enabling the energy transition

Discover more

Page 37

EV transition consultancy

With the growing regulatory and commercial sustainability pressures to

transition away from ICE vehicles, many corporate fleets are starting to

review the potential for bringing e-LCVs and other EVs onto their fleets.

This is a complex environment across charging infrastructure, route

distances and in-route charging potential, as well as the choice of vehicle

and payload capabilities.

Hear from our Head of Product on the newly-launched EV consulting

service which gives customers a holistic view of their potential transition

actions and an ability to analyse in near-real time their fleet profile and

identify real-world opportunities for transition to EVs.

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Climate outcome scenarios.

1.5⁰C

Orderly transition

2.0⁰C

Disorderly transition

4.0+⁰C

Adaption

An orderly transition to a low-carbon economy

occurs over the long term as sufficient regulatory

action is taken to limit the rise in global temperature,

resulting in significant transition risks while

minimising physical risks.

A disorderly transition with delays to government

pledges and stringent policies being introduced

post-2030, causing maximum transition risk while

limiting physical risk to a relatively low level.

This is where the current CO

emissions level

will approximately double by 2050, and the global

economy will grow, fuelled by exploiting fossil fuels

and energy-intensive lifestyles.

Government

Governments and cities have introduced policies that

encourage the decarbonisation of road transport. By 2035,

all new light-duty vehicles sold, including vans, will be low-

emission vehicles. The number of car lanes will be reduced

in urban environments to give greater space to public

transport, pedestrians and cyclists.

Phasing out of ICE vehicles is delayed with limited political

will to strictly enforce the ZEV mandate. Inadequate

investment in public charging infrastructure to support

effective e-LCV operation.

Global policies and investment have shifted towards

adapting to a new climate and responding to global

geopolitical and environmental instability. Changing

global weather patterns causing severe chronic and

acute physical risks.

Suppliers

Some large OEMs will cease ICE production by 2035, with

growing availability of ICE LCVs. Increased competition

from China will have stimulated affordable EV ownership.

Accelerating innovation in battery technologies has reduced

the need for critical minerals, increasing supply chain

resilience, and security.

Significant increases in carbon prices will be implemented

from 2030 onwards to discourage the use of materials

produced by carbon-intensive nations. Limited innovation

in new battery production and technologies will increase

battery demand, further driving the demand for critical

minerals and steep increases in costs from 2030.

Global economic instability and geopolitical issues have

hindered the supply chain's desire to reduce emissions,

with limited investment in innovative low-carbon solutions.

Significant changes in weather patterns and events impact

global supply chains, resulting in sizeable price increases.

Operations

Low-emission LCVs optimised to meet varied operational

requirements are readily available. Continued investment

in training and infrastructure advances the electric vehicle

mobility ecosystem, and the breadth and depth of job

opportunities are growing alongsideit.

Despite continuing demand, the limited availability of

ICE LCVs results in longer replacement cycles, increased

maintenance costs, and lower resale values. A growing

EV skills gap undermines confidence in the industry’s ability

to service, maintain, and repair low-emission vehicles.

Operations in some parts of Spain are becoming unviable

due to excessive energy costs for cooling the facilities.

To avoid the hottest parts of the day, restricted operating

hours are introduced in the summer. Many facilities in the

south of England and Spain require costly water efficiency

measures to address high utility costs.

Customers

Europe has become the global leader in vehicle

electrification with a regulation-driven market supported

by positive customer demand trends. Customers' desire to

achieve their carbon reduction targets has reinforced their

demand for low-emission LCV fleets.

There is a lack of confidence in the suitability of low-

emission LCVs to meet operational requirements, which

is compounded by insufficient policy incentives to

decarbonise and issues regarding the suitability of charging

infrastructure for LCVs. Cities and surrounding metropolitan

areas have introduced draconian policies to ban all ICE

vehicles in urban environments.

Unfettered growth in mobility has increased the number

of vehicles on our roads, and emissions have markedly

increased, with many health problems due to poor air quality.

Extreme heat events have accelerated the degradation

of materials such as asphalt and concrete, impacting

transportation speed and causing servicedelays.

Table 2: Climate outcome scenario

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TCFD AND SECR REPORT continued

Table 3: Climate-related risks

Risk rating*

Timeframe

Scenario sensitivity Our responseShort Medium Long

Transition risks

Fit for purpose e-LCVs

There is a limited supply of fit-for-purpose low-emission LCVs

optimised to meet diverse operational requirements, affecting

our ability to transition customers’ vehicle fleets.

4 5 3 2

Orderly transition

We have longstanding relationships with established OEMs and are

working closely with new entrants in the market to source a range of

e-LCVs that can meet our customers' diverse operational requirements.

Disorderly transition

Adaptation

Vehicle charging

Rising energy prices and increased charging costs undermine

ownership savings on lower-carbon vehicles and slow down their

adoption.

3 4 3 2

Orderly transition

Our ChargedEV business is a supplier and installer of Electric Vehicle

Supply Equipment, installing over 10,400 chargers in 2025. We are taking

a measured approach to the transition towards low-carbon mobility,

ensuring that we continue to meet our customers’ operational needs.

Disorderly transition

Adaptation

Profitability – EV lifecycle

Higher purchase costs, reduced maintenance revenues due to

lower EV servicing costs, and residual value risk from declining

second-hand sale values impact EV lifecycle profitability.

4 5 4 2

Orderly transition

We understand market dynamics and have expertise in managing

large-scale vehicle fleet purchasing, holding, and disposal during market

cycles in the UK, Ireland and Spain.

Disorderly transition

Adaptation

Skills gaps

Increasing skills gaps in the EV mobility ecosystem, particularly in

repair and maintenance.

5 5 4 3

Orderly transition

We remain at the forefront of advancing automotive technology through

continued investment in industry leading training and 2 IMI-accredited

technical training centres.

Disorderly transition

Adaptation

Vehicle-related emission taxation and policies

The UK and EU Governments’ inconsistent approach to phasing

out ICE vehicles creates significant uncertainty.

4 5 4 3

Orderly transition

We work closely with trade bodies, such as the BVLRA in the UK,

the Society of the Irish Motor Industry, and FENEVAL in Spain. They

aim to guide governments on the most effective ways to accelerate

decarbonisation and transition towards low-carbon mobility.

Disorderly transition

Adaptation

Emission reduction action

There is an increasing expectation among larger customers, especially

in the insurance sector, for organisations to establish a clear pathway

to net zero, accompanied by appropriate GHG reduction actions.

4 4 3 2

Orderly transition

We are developing a net zero transition plan, which will be reported in

FY2026. Additionally, we are forming an environmental working group

focused on minimising the carbon emissions and environmental impact

of vehicle accident repairs.

Disorderly transition

Adaptation

Physical risks

Significant changes in weather patterns, with water stress impact

operations across the Group. Risk of damage or loss to our

vehicles and facilities through increasing flooding incidents, as

experienced in Spain in the current year.

2 1 2 3

Orderly transition

Business resilience plans are in place covering all operations in the

UK, Ireland, and Spain. They outline how we will continue to operate

during and after unexpected extreme weather disruptions, continuing

operations with minimal impact.

Disorderly transition

Adaptation

* The risk rating comes from a combined assessment of likelihood, severity and resilience

1 2 3 4 5

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TCFD AND SECR REPORT continued

Table 4: Climate-related opportunities

Impact

contribution

Timeframe

Scenario sensitivity Our responseShort Medium Long

Opportunities

Supporting the energy transition

Customers who have established ambitious transition plans may

be willing to pay a premium to convert their fleet faster, enhancing

market share and revenues.

4 3 3 5

Orderly transition

We help LCV fleets switch to low-carbon mobility with EVs, chargers,

and management services. Our flexible rental terms and bundled

services reduce capital expenditures and cut customers' ownership

costs.

Disorderly transition

Adaptation

Access to low-emission vehicles

Faster access to an extensive range of low-emission vehicles,

including cars, LCVs and micro-mobility options to meet diverse

operational requirements.

4 3 4 5

Orderly transition

We have longstanding relationships with established OEMs and are

working closely with new entrants in the market to source a range of

e-LCVs and micro-mobility options that can meet our customers' diverse

operational requirements.

Disorderly transition

Adaptation

Future automotive skills development

There is an increasing demand for training and skill enhancement

across the automotive industry to keep pace with advancing

vehicle technology.

3 4 3 2

Orderly transition

By remaining at the forefront of advancing automotive technology

through industry leading training programmes and facilities, we have the

capacity to commercialise our expertise and offer training outside of our

organisation.

Disorderly transition

Adaptation

Fleet management support

Fleet managers are tasked with achieving cost savings, increasing

efficiency, and reducing their fleets’ GHG emissions.

4 4 2 1

Orderly transition

We have enhanced our fleet vehicle management proposition by

developing new products and services, such as micro-mobility,

consultancy, telematics, efficiencies, and route planning, to support

customers’ climate transition plans.

Disorderly transition

Adaptation

Nationwide service network

New EV manufacturers require a widespread service network and

expertise to support the effective deployment of their vehicles.

3 4 3 3

Orderly transition

We have the UK’s largest quality-assured repair and service network,

supported by 24/7 customer service centres. New EV OEMs can use

this expertise and nationwide resources to strengthen their presence in

the UK and Europe. In addition, existing OEMs are looking for support

to augment their EV service capacity and capabilities.

Disorderly transition

Adaptation

Data collection, analysis, and planning

With the intensification of ESG reporting and climate disclosure

regulations, customers will require more support in reducing fleet-

related GHG emissions.

2 3 4 5

Orderly transition

We are advancing our Drive to Zero value proposition to help customers

decarbonise their vehicle fleets, by providing more effective GHG

emission evaluation and mitigation planning.

Disorderly transition

Adaptation

Energy efficiency

Save money, reduce GHG emissions and enhance our

sustainability credentials by investing in energy efficiency

measures and education programmes.

3 4 2 1

Orderly transition

We are committed to investing in LED lights, which significantly impact

energy usage and help us reduce operating costs. We are forming an

environmental working group focused on improving energy efficiency and

reducing the carbon emissions of vehicle accident repair operations.

Disorderly transition

Adaptation

1 2 3 4 5

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TCFD AND SECR REPORT continued

Climate metrics and targets.

Approach and methodology

We seek to enhance our disclosures through

improved year-on-year reporting. This includes

reviewing our data collection processes and

our calculation methodology. This section

incorporates emissions data presented using

the operational control approach, which is

required under the Companies (Directors’

Report) and Limited Liability Partnerships

(Energy and Carbon Report) Regulations

2018. We have included each facility under

operational control within the figures. The

Group has used the principles of the GHG

Protocol Corporate Accounting and Reporting

Standard (revised edition), ISO 14064-1.

We have predominantly used 2024 DESNZ

conversion factors to arrive at the information

supplied (supplemented by Our World in

Data 2023 and Sustainable Energy Authority

of Ireland 2023). An independent, UKAS-

accredited, third party assessor has verified

the GHG data.

Reporting and baseline year

Our carbon reporting and fiscal years are

aligned, so the information presented covers

the FY2025 year as we have defined FY2025

in the glossary. Following the introduction of

FMG RS emissions data in FY2021, FY2022

was considered a suitable year to establish

as our baseline year. Throughout FY2024

and FY2025 we have made continuous

improvements to methodologies across all

emission categories, and as a result we are

restating our FY2022 baseline, and several

categories for FY2024. This ensures our

approach is consistent across all years and

we can confidently compare values and

improvements over time.

Energy efficiency

More than 70% of our natural gas usage

relates to our repair services. In the UK, FMG

RS introduced a fast-curing paint to reduce

processing and drying times, hence reducing

energy usage. In FY2025 we have seen a

reduction in our overall UK gas consumption

of 2%. To further address gas consumption

within repair services, at an FMG RS site

we are conducting a monitoring pilot on gas

consumption by paint booths of different

ages. The results will guide a group-wide

programme to reduce gas usage.

To improve energy efficiency and enhance

visibility in the workplace, we have undertaken

a multi-year replacement programme,

transitioning from incandescent bulbs and

fluorescent tubes to LED lights, with 92% of

our sites now converted.

99%

of the electricity used at

our sites is from renewable

sources, up from 64% in

FY2024

Scope 3 Analysis

95% of our Scope 3 emissions are from categories 2, 11, and 13, related to vehicles within our

value chain. Categories 8, 10, and 14-15 are not relevant to ZIGUP. Other categories contribute

less than 1% each, except for category 1 at 2.8%. Overall, in FY2025, our Scope 3 emissions

decreased by 1% to 2,404,334 tCO

Category 2 – Capital goods refers to the emissions from the vehicles we purchase, which

we use Green NCAP’s Life Cycle Assessment to evaluate. EVs have higher production

emissions due to their batteries compared to ICE vehicles, so we expect category 2

emissions to rise as we transition to EVs. However, the lower in-use emissions from EVs

will offset this increase. In FY2025, category 2 emissions increased by 15% compared to

FY2024, primarily due to the types and number of vehicles purchased.

Category 11 – Use of sold product refers to the expected emissions from fleet vehicles

we dispose of and those sold on behalf of third parties. As we upgrade to more efficient

vehicles, we sell older, less efficient ones. Emissions for category 11 remained nearly

unchanged from FY2024. Medium to long term, we anticipate a decrease in emissions as

we transition to selling more EVs.

Category 13 – Downstream assets pertain to emissions from our vehicle fleet, which

customers drive. In FY2025, our emissions have decreased for the fourth consecutive year,

dropping from 837,484 tCO

e in FY2024 to 769,886 tCO

e, an 8% reduction. This trend

highlights our efforts and those of our customers to enhance fleet management, adopt fuel-

efficient vehicles, and increase the use of EV and hybrid models.

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TCFD AND SECR REPORT continued

1.1. GHG and energy

GHG emissions Unit

FY2025 FY2024

(restated)

FY2022

(restated

baseline)

Scope 1

Combustion of fuel and operation of facilities

UK tCO

e 12,670 13,561 12,870

Non-UK tCO

e 2,873 3,488 3,248

Scope 2

Electricity, heat, steam and cooling

UK Market-based

tCO

e 286 2,395 3,629

UK Location-based tCO

e 3,336 3,732 3,194

Non-UK Market-based tCO

e 3 17 813

Non-UK Location-based tCO

e 868 729 853

Total Gross Scope 1 and 2 (market-based) UK tCO

e 12,956 15,956 16,499

Non-UK tCO

e 2,876 3,505 4,061

Total Gross Scope 1 and 2 (market-based) Group tCO

e 15,832 19,461 20,560

Revenue (£m)

Group £m 1,555 1,521 1,094

Intensity ratio:

Group tCO

e per £m of revenue 13 14 18

Scope 3 emissions

Cat 2: Purchased capital goods Group tCO

e 425,604 371,400 286,752

Cat 11: Use of sold products Group tCO

e 1,090,166 1,088,838 525,840

Cat 13: Downstream leased assets Group tCO

e 769,886 837,484 925,329

Other categories

Group tCO

e 118,678 134,333 87,179

Total gross Scope 3 emissions Group tCO

e 2,404,334 2,432,055 1,825,100

Total gross Scope 1, 2 and 3 emissions Group tCO

e 2,420,166 2,451,516 1,845,660

Energy consumption

Scope 1 UK kWh 58,859,411 62,792,736 59,630,457

Non-UK kWh 11,374,025 13,948,999 12,890,025

Scope 2 UK kWh 16,108,101 18,023,965 15,044,033

Non-UK kWh 6,222,747 4,550,161 4,197,372

1 UK FY2022 market data higher than location data as we had not yet begun transitioning our portfolio to renewable tariffs

2 Revenue excludes vehicles sales

3 Intensity ratio based on Scope 1 and Scope 2 location data

4 Scope 3 categories are calculated as Well-To-Wheel emissions

5 Other Scope 3 categories includes categories 1, 3, 4, 5, 6, 7, 9, and 12

6 FY2024 restatement due to changes in scope 3 methodology (cat 11) and replacement of estimated data with actuals for a vehicle subset within Scope 1 and 2 calculation

Scope 1 and 2 analysis

The re-evaluation of our FY2022 baseline

year has produced a c.20% reduction on

our previously reported baseline Scope

1 and 2 carbon emissions. Despite this,

we have still exceeded our target of a

10% reduction in Scope 1 and 2 carbon

emissions by FY2027, achieving 23%

reduction two years early. In FY2026 we

intend to publish a transition plan which will

include updated Scope 1, 2 and 3 targets.

Our restated FY2024 Scope 1 emissions

are higher than previously reported.

Consequently, this produces a 9%

reduction in Scope 1 emissions compared

to FY2024, and a 4% reduction compared

to our FY2022 baseline.

These reductions arise from increasing

fleet efficiencies (EV, hybrid and improved

ICE vehicles) and a steady decrease in

gas usage. Coupling these reductions with

revenue growth, we can see improvements

in our carbon intensity of 31% from FY2022

to FY2025.

The proportion of renewable electricity we

procure and generate increased from 64%

in FY2024 to 99% this year. As a result,

our Scope 2 market-based emissions

have reduced 93% when compared to our

FY2022 baseline.

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TCFD AND SECR REPORT continued

Climate metrics and targets.

We monitor various performance metrics to reduce emissions from our operations and vehicles used by our customers. We remain committed to improving our data

collection and stakeholder engagement in order to drive our performance against achieving our goals.

Metric Scope 1 and 2, and Scope 3 EV resource and capability Charging infrastructure Low emission fleet

Risk/

opportunity

Risk

Carbon pricing

Opportunity

Energy efficiency

Risk

Skills gap

Opportunity

Future automotive skill development

Risk

Availability of fit-for-purpose e-LCVs

Opportunity

Supporting the energy transition

Risk

Fit-for purpose e-LCVs

Opportunity

Supporting the energy transition

We monitor our greenhouse gas emissions to

track exposure to carbon pricing, as they act as

indicators of potential future regulatory costs.

We must ensure that we are closing the

skills gaps in the electric vehicle mobility

ecosystem, particularly in repairing and

maintaining low-emission vehicles.

We, along with other installers, can help

ensure sufficient charging infrastructure is

in place to support the energy transition.

Increase the supply of low-emission cars

and optimised e-LCVs to meet diverse

operational requirements.

Progress

Tonnes of CO

e % of technicians trained to service and

repair low-emission vehicles

Number of domestic and commercial

EV chargers installed

% of low-emission vehicles in the fleet

FY2025 performance

Scope 1 and 2

15,832

Scope 3

2,404,334

FY2025 performance

92%

technicians in the UK trained to

EV Level 3 in IMI EV and hybrid vehicles.

FY2025 performance

10,400

FY2025 performance

6.0%

FY2024 performance

(restated)

Scope 1 and 2

19,461

Scope 3

2,432,055

FY2024 performance

This is the first year of reporting this

statistic for both FMG RS and Northgate

technicians.

FY2024 performance

9,600

FY2024 performance

4.5%

Comment

Scope 1 and 2 emissions have decreased 19%

compared to our restated FY2024 market-

based figure, due to our widespread utilisation

of renewable electricity and increasing fleet

efficiencies (EV, hybrid and improved ICE

vehicles) while Scope 3 emissions remain

comparable year-on-year. Further information

regarding our energy efficiency initiatives can

be found on page 71.

We are remaining at the forefront of

advancing automotive technology with

our vocational training and instruction

programmes.

Our target is to increase the number of EV

chargers we install year on year, and we

have expanded our pool of installers to

achieve this.

Our Drive to Zero program is helping

more customers adopt electric vehicles

(EVs) for their fleets, with EV rentals in

the UK increasing by 80%. The increased

proportion of EVs and hybrids in our total

fleet, at 6%, contributed to a 2% reduction

in hire fleet emissions, down to 257gCO

/km.

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NON-FINANCIAL AND SUSTAINABILITY INFORMATION STATEMENT

Non-financial and sustainability information statement.

We continue to evolve our non-financial disclosures in line with emerging recommendations and principles, ensuring we remain compliant with the reporting

requirements in sections 414CA and 414CB of the Companies Act. The information is included by cross-reference and further non-financial information is

available in our Sustainability report and on our website at www.ZIGUP.com.

Reporting requirement Policies and standards which govern our approach Risk management and additional information

Environmental matters • Environmental sustainability policy

• Health and safety policy

• Waste and resource efficiency policy

• Whistleblowing policy

Stakeholder value and impact page 26 Sustainability progress page 36

Our people • The Respect Training eLearning package

• Diversity, Equity and Inclusion policy

• Code of business conduct

• Whistleblowing policy

• Health and safety policy

Colleague numbers by gender page 35

Diversity pages 35 and 97

Stakeholder value and impact page 26

Sustainability progress pages 32 to 35

CEO’s remuneration compared to employees page 118

Gender pay gap report published on qualifying entities’

websites

Human rights • Modern slavery statement

• Code of business conduct

• Whistleblowing policy

Governance page 88 Ethics, anti-corruption and compliance page 88

Anti-corruption

and anti-bribery

• Code of business conduct

• Whistleblowing policy

• Anti-corruption and anti-bribery policy

Governance page 88 Ethics, anti-corruption and compliance page 88

Social matters Sustainability progress pages 32 to 35

Charity and community page 35

Stakeholder value and impact page 26

Policy embedding,

due diligence and outcomes

Governance framework and structure

pages 84 and 85

Board activity during the year page 83

Report of the Audit Committee pages 96 to 101

Principal risks and impact

on business activity

Identifying and managing risks pages 52 to 55 Principal risks and uncertainties pages 56 to 61

Description of business model Our business model page 24 Our strategy page 18

Non-financial

key performance indicators

Key performance indicators page 39

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NON-FINANCIAL AND SUSTAINABILITY INFORMATION STATEMENT continued

Companies Act (2006) climate-related financial disclosures.

Disclosures in compliance with the requirements of the UK Companies Act 2006 (as required by 414CA and 414CB) can be found in our report as follows:

Companies Act climate-related financial disclosure Location of disclosure within this report

Governance arrangements for assessing and managing climate-related risks and opportunities Climate governance page 64

How ZIGUP identifies, assesses and manages climate-related risks and opportunities Climate risk management page 66

Integration of climate-related risk identification, assessment and management processes into our overall risk management process Identifying and managing risks pages 52 to 55

Climate risk management page 66

Principal climate-related risks and opportunities arising in connection with our operations Climate-related risks page 69

Climate-related opportunities page 70

The time periods by reference to which those risks and opportunities are assessed Climate risk management page 66

The actual and potential impacts of the principal climate-related risks and opportunities on the business model and strategy in different climate-related scenarios Climate-related risks page 69

Climate-related opportunities page 70

Resilience of our business model and strategy in different climate-related scenarios Climate-related risks page 69

Climate-related opportunities page 70

Our targets to manage climate-related opportunities and performance against targets Climate metrics and targets pages 71 to 73

Key performance indicators for assessing progress against targets Climate metrics and targets pages 71 to 73

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Key stakeholders

SECTION 172 STATEMENT

Promoting success for the benefit of all.

In accordance with

Section 172 of the

Companies Act 2006

(Section 172), the

Group and its Directors

act in the way that

they consider in good

faith would most likely

promote the success

of the Company for the

benefit of its members

as a whole.

Throughout the Annual Report and Accounts,

we provide examples of how the Group has

taken into account the likely consequences of

decisions in the long term, fosters and builds

relationships with stakeholders, understands

the importance of engaging with our people

and gives consideration to their interests,

understands the impact of our operations

on the communities and regions where we

operate and the environment we depend upon

and attributes importance to behaving as a

responsible business.

The Board appreciates the importance

of effective stakeholder engagement and

considers its stakeholders’ views in its

decision-making and in setting its strategy.

The Board also understands the need to

act fairly between the Group’s members.

Although the Board’s decisions do not always

impact all of the Group’s stakeholders to the

same extent, by having a process in place

for decision-making, the Board ensures

that it has due regard for the interests of

its stakeholders, including our people,

customers, suppliers, shareholders and

regulators, when taking decisions.

More details on stakeholder engagement can

be found throughout the Annual Report and

Accounts and in particular on page 26. The

following principal decisions and activities

provide specific examples of how the Board

and its Directors have complied with Section

172 and have considered, individually and

collectively, stakeholder interests and impacts

in making different decisions that support the

implementation of the Group’s strategy and

the delivery of the Group’s objectives now and

in the longer term. Details of how the Group’s

Board and committees of the Board operate,

their responsibilities, and the matters they

considered during the year are contained in

the Corporate Governance Report on pages

88 to 91.

The Group’s continuing strength is

underpinned by our business model and

refreshed strategic framework which is central

to Board decision-making.

Our strategic focus reflects our consideration

of the interests of our key stakeholder groups.

As the Group continues to grow organically

and through acquisitions, the Board will

continue to review the Group’s performance

and delivery of its strategy.

Our people

Community

Partners

and suppliers

Government

and regulators

Customers

and consumers

Investors

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SECTION 172 STATEMENT continued

Our people

Effective recruitment, development and reward are essential to the continued success of the Group’s

businesses and strategy, enabling and incentivising our colleagues to deliver value and high levels of

service to our customers.

• During the year the Board approved the Group’s three-year people strategy, which is based on the

strategic pillars of Enable, Deliver and Grow. The Employee Engagement Forum was also repurposed

during the year to The Voice Network in order to augment the effectiveness of existing workforce

engagement channels across the Group

• The Group conducted its annual Have Your Say survey. The results of the survey noted high levels

of colleague participation across its workforce, with our UK and Irish businesses achieving 75% and

a strong response rate of 78%, from our Spanish colleagues. Key themes included the value that

colleagues put to the benefits they receive, continued recognition of peer dedication, greater inclusivity

within the Group and pride in the service that we offer our customers and recognition of greater

collaboration and teamwork

• Much of the engagement this year has centred around the People Strategy and the progress made

to date on the Group’s refreshed strategic framework following its launch last year. Both events were

attended by c.100 senior leaders and was well received by all. These Leadership events allowed

colleagues the opportunity to better understand their role in delivering on the People Strategy and the

Group’s strategy

The Board has made our people a key focus of its decision making during the year:

Our wider workforce: The Board has placed a significant focus on our people, supporting decisions on

pay and benefits for our wider workforce, including pay review increase. For FY2026 the Board approved

a 2% rise at mid to senior levels, a 7% rise for those on the national minimum wage with a linear increase

for those between the national minimum wage and certain thresholds to maintain the gap in pay gradings

above the national minimum wage. The Group also continued to deliver on its commitment to help our

colleagues invest in the Company and promote their alignment with and participation in the Group’s

strategy through participating in the SAYE scheme and the Group’s Free Share programme, under which all

colleagues were provided with £500 of free shares in the in the SIP.

The Board supported succession plans for the wider business and oversaw restructuring activities which

followed on from the previously announced organisational changes to the senior management structure

in the UK and Ireland.

For further information on our people, see pages 32 to 35.

Customers and consumers

Our integrated proposition provides a broad customer offering across vehicle rental, vehicle data, accident

management, vehicle repairs, fleet management service and maintenance, vehicle ancillary services and

vehicles sales.

• The Board has supported this strategy because it affords our customers greater simplicity and efficiency

benefits through outsourcing to us, and we have seen that this approach has been central to our

success in winning a number of large multi-year contracts in recent years

• We regularly engage with our customers to understand their needs and enable them to receive the

widest benefits of our proposition (whilst being mindful of supply chain and other economic challenges).

As part of this, the Board has considered both the services customers look to receive, and the

requirements that underpin demand for these services

• Our financial strength enables the Group to continue to provide both existing and new customers with

a broader product offering. We continue to explore inorganic opportunities to further grow our services

and product suite. We recognise the need to be agile and responsive in a challenging economic

environment benefiting the customers and communities in which we operate

• The Board approved new or renewed contracts with a number of key insurance referral partners in line

with the Group’s delegation of authority policies

• As part of approval of the strategic plan, the Board reviewed and approved the decision for the Group to

exit the personal injury market accessed through NewLaw, which no longer offers attractive returns

• Throughout the cyber incident early in the year the Board received comprehensive updates from the

CEO and CIO, on the approach taken by the Group to deal with this

Partners and suppliers

• The Board has taken care in reviewing current and future fleet supply conditions in the markets in which

we operate

• The Board has also invested significant time and expertise considering the Group’s pipeline of vehicles,

as the Group has focused on building and maintaining relationships with OEM providers of EV and

ICE vehicles to broaden and enhance our fleet proposition and provide versatility and diversity for

ourcustomers

• The Group regularly reviews its supply chain and maintains appropriate supplier codes of conduct,

including compliance with the national living wage and supporting the welfare of the people who work for

our suppliers. During the year, the Board reviewed and approved the Modern Slavery Statement, which

builds on how we work with suppliers to ensure that there is a culture of ethical trading throughout our

supply chain and also approved an updated Anti Slavery and Human Trafficking Policy

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SECTION 172 STATEMENT continued

Investors

Our unique proposition, continuing strong performance and financial resilience alongside a robust capital

allocation approach offers an attractive proposition to equity investors and debt lenders.

• The Executive Directors maintain a regular dialogue with our shareholders, analysts and prospective

investors on the Group’s strategy and performance

• Our AGM is an important event in our calendar, offering a constructive opportunity to engage with

shareholders, hear their views and answer questions about the Group. This year’s AGM will be held on

Tuesday 23 September 2025 and provides an opportunity for shareholders to put questions to the Board

in person and in advance. Further details are included in the Notice of AGM

• The Group has maintained a conservative approach to capital allocation and leverage has remained

within our 1–2x target range, being 1.8x at 30 April 2025. The Board declared an interim dividend of 8.8p

per share and has proposed a final dividend of 17.6p per share subject to shareholder approval at the

AGM bringing the total dividend relating to year to 26.4p, a 2% increase on the prior year

• The Group’s strong financial profile supports our longstanding relationships with lenders, providing

us with the financial flexibility to operate and grow our business and strategic proposition. The Board

approved a series of financing transactions in the year which have continued to diversify funding risk and

extend out facility maturities on improved terms

The Board will continue to review the capital allocation priorities of the Group, taking into account the long

term interests of the Group and all of its stakeholders.

Community

Our focus on community includes those where we, our customers and suppliers work around the world, as

well as the communities we serve. We prioritise positive dialogue with our community stakeholders as we

believe they, collectively, provide our ‘licence to operate’

• The Group, during the year had made significant progress in its sustainability roadmap. The Board

monitored progress towards the Group’s Scope 1 and 2 targets, and received updates from the CFO and

Group Head of ESG at Board meetings on the work of the Sustainability Committee

• A new volunteering policy was approved this year through which ZIGUP colleagues receive paid leave

each year to undertake community volunteering work

• The Head of ESG presented to the Board on several EU sustainability reporting standards, including

their potential impact on the Group’s disclosures and operations. These updates informed the Board’s

understanding of emerging regulatory obligations

Video discussions Sustainability library AI search tool

IR Update IR Booklet

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2023, 2024 and 2025

Further information can be found on our corporate website www.ZIGUP.com

The Strategic Report was approved by the Board

on 9 July 2025 and signed on its behalf by:

Martin Ward

Chief Executive Officer

9 July 2025

Further information

Further information on the Board’s principal activities can be found in the governance section on pages 83

to 85. In accordance with our duty to do so under Section 172(1) of the Companies Act 2006, the Board,

individually and collectively, has acted in a way that it considers, in good faith, is most likely to promote the

success of the Company for the benefit of its members as a whole.

Spotlight: Supporting public sector mobility

Discover more

Page 27

Keeping the UK road

network moving

We have been providing support to National Highways since 2008

in keeping over 4,300 miles of motorways and A roads moving.

Hear from our operations team on the work they do to support

over 20,000 incidents per year, 24 hours a day.

ZIGUP plc | Annual Report and Accounts 2025

Corporate governanceFinancial statementsOther information

Strategic report

Corporate

Governance.

80 Chairman’s introduction to

Governance

82 Governance at a glance

84 Governance structure and

responsibilities

86 Board of Directors

88 Corporate Governance

92 Report of the Nominations

Committee

96 Report of the Audit

Committee

102 Introduction to the

Remuneration report

106 Remuneration at a glance

107 Directors’ Remuneration

report

122 Report of the Directors

126 Statement of Directors’

responsibilities in respect

of the financial statements

127 Independent auditors’

report

ZIGUP plc | Annual Report and Accounts 2025

Strategic report

Corporate

Governance

Financial

Statements

Other information

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Corporate governance

Financial statementsOther information

Contents_Gen_Section L2 Contents_Gen_Divider Contents_Gen_TextCorporate governance

Our Board is committed

to the sustainable

and responsible

management of the

Group’s businesses.

Our Board is committed

to robust governance

and in promoting the

long term interests of

our shareholders and

stakeholders.

Avril Palmer-Baunack

Chairman

Dear stakeholder,

On behalf of the Board, I am pleased to present the

Corporate Governance Report for the year ended

30 April 2025. I have included a summary of the

Board’s key areas of focus and activities throughout

the year. I have also outlined the Group’s wider

corporate governance framework, which underpins

our decision-making and business operations. The

Board remains firmly committed to the sustainable

and responsible management of the Group, as we

continue to pursue long term value creation for all

our stakeholders.

Our strategy and performance

We have taken time to reflect on the current

operating environment and how the Group’s revised

strategic framework is evolving and delivering

for our stakeholders. To this end, despite some

challenges within the operating environment, I

am pleased to say that our strategy continues to

deliver strong performance and is well placed for

our broadening position in the essential market for

mobility services. A number of new contract wins

and good supply of new vehicles has reduced our

fleet age and strengthened our asset base. With

our strategic initiatives yielding positive results,

coupled with a strong financial footing, we are well

positioned to continue our growth trajectory and

to capitalise on opportunities within the mobility

services market.

Board changes

In October 2024, we announced that Philip Vincent

had taken the decision to step down from the

Board, following six years of service. On behalf of

the Board, I would like to thank Philip for his valued

contribution to the Board and the Group and he

leaves with our very best wishes. Following a robust

search process led by the Nominations Committee,

the Board has proposed the appointment of Rachel

Coulson as our new CFO, joining us in August 2025.

Rachel brings a wealth of experience to the Board

having held several senior finance roles in her

career, coupled with significant experience of

driving international business growth and digital

transformation. I am looking forward to welcoming

Rachel to the Board and working with her as

we continue to evolve the business through our

strategic pillars of Enable, Deliver, and Grow.

2025 Governance activities

• Assessed progress on the Group’s revised

strategic framework and purpose

• Reviewed succession plans for the Board

and senior management and approved

diversity targets for senior management

• Oversaw the recruitment process of CFO

and recommended the appointment of

Rachel Coulson

• Reviewed the Group’s performance,

including approval of the strategic plan

• Approval of shareholder dividends and a

series of financing transactions

• Reviewed and approved significant

investment decisions and commercial

contracts in line with the Group’s

delegation of authority policy

• Reviewed and approved the Group’s

people strategy including actions from the

annual survey and decisions on pay and

benefits arrangements

• Undertook an internally facilitated

evaluation of the Board and committees

• Reviewed changes required to the Group’s

governance processes, policies and

framework

• Recommended the appointment of

PwC as the Group’s auditors following a

competitive tender processes

See a detailed account of activities

Page 83

CHAIRMAN’S INTRODUCTION TO GOVERNANCE

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Contents_Gen_Section L2 Contents_Gen_DividerContents_Gen_Section Chairman’s introduction to Governance

CHAIRMAN’S INTRODUCTION TO GOVERNANCE continued

Diversity

The Board is committed to operating in a way that supports diversity and inclusivity, and this is integral to how

succession plans are prepared and recruitment is carried out.

During the year, the Board approved a target for 10% representation of ethnically diverse groups within senior

management by 2027, and we continue to monitor progress against this target.

We have met the diversity targets outlined in the FTSE Women Leaders Review and the Parker Review to

have at least 40% female representation on the Board and at least one Director from an ethnic minority

background. We also complied with the Board and senior executive gender and ethnicity targets set out in

the Listing Rules. Female representation on the Board at 30 April 2025 was 43%, which will increase to 50%

following the proposed appointment of the CFO. The Board will continue to make appointments to the Board

having due regard to the benefits of diversity, social and cognitive personal strengths.

Sustainability

The Group continues to place importance on embedding ESG principles in its governance programme which

underpins the Group’s long term success. The CFO has responsibility for oversight of our climate change

agenda and chairs the Sustainability Committee. Further information relating to the work of the Sustainability

Committee and climate-related responsibilities, including TCFD, can be found on pages 64 to 73.

Regulatory developments

In January 2024, the Financial Reporting Council published the 2024 Corporate Governance Code (the

revised Code). This will first apply to the Group in FY2026 (with the exception of the revisions to Provision

29) which relates to a company’s internal control environment and the Board’s role in monitoring, reviewing

and declaring its effectiveness in the Annual Report, which will be first applicable in FY2027). The Board has

reviewed the changes and the Group’s current practices, including making recommendations for changes if

necessary, to comply with the revised Code in a timely manner.

Stakeholder engagement

The Board’s significant decisions during the year, and its considerations in making them, are set out on pages

76 to 78. They explain how the Board’s decision-making during the year has promoted the success of the

Company having regard, amongst other things, to those matters set out in Section 172 of the Companies Act

2006.

Compliance with the UK Corporate Governance Code 2018 (the Code)

The Company has complied with all provisions of the Code.

Board effectiveness

As Chairman, I am responsible for ensuring that the Board operates effectively, and that the Board, its

Committees and each individual Director is evaluated on an annual basis. For FY2025, an internal evaluation

process was carried out. The outcome of the evaluation confirmed that all of our Directors contribute

effectively and continue to demonstrate commitment to their roles, and that the Board and its Committees

continue to operate effectively. The evaluation process and its outcomes are described on page 90.

Avril Palmer-Baunack

Chairman

9 July 2025

Principles of the Code

1. Board leadership and Company purpose 88

Chairman’s introduction to governance 80 to 81

Purpose, values, and strategy 2 to 18

Culture 88

Board stakeholder engagement and decision-making 76 to 78

Key performance indicators and strategic performance 38 to 39

Risk assessment 56

Risk management 52 to 55

Rewarding our workforce 103

2. Division of responsibilities 85

Our Board and governance structure 84

Independence and time commitments 90

Committee reports 92 to 121

Board and committee meeting attendance 82

3. Composition, succession, and evaluation 92 to 95

Our Board 86 and 87

Our Board and governance structure 84

Nominations Committee Report 92 to 95

4. Internal control 98

Audit Committee report 96 to 101

Statement of Directors’ responsibilities 126

Principal risks and emerging risks 56 to 61

Going concern 142

Viability statement 63

5. Remuneration 102 to 121

Directors’ Remuneration report 107 to 121

Strategic report

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Governance

Financial

Statements

Other information

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Financial statementsOther information

ZIGUP plc | Annual Report and Accounts 2025

Contents_Gen_Section L2 Contents_Gen_Divider Contents_Gen_TextContents_Gen_Section

Board independence

Board gender balance

Board ethnicity balance

Non-Executive Director (including Chairman) tenure

as at 30 April 2025

Chairman independent on

appointment

Executive Director 1

Independent Non-Executive

Directors

Additional Non-Executive

Director

Male 4

Female 3

White 6

Ethnic minorities 1

0-3 years 2

4-7 years 5

The graphs above represent the position as at 30 April 2025.

1 Applying UK Office for National Statistics ethnicity categories of: Asian;

Black; Mixed/Multiple Ethnic Groups; Other Non-White Ethnic Group, in

alignment with the Listing Rules

GOVERNANCE AT A GLANCE

Key matters reserved for the Board

The Group’s long term objectives, strategy, and risk appetite Changes to the corporate or capital structure of the Company

The Group’s organisation and capability Annual Report and financial and regulatory announcements

Stakeholder engagement Significant changes in accounting policies or practices

Overall corporate governance arrangements, including Board

and Committee composition, committee terms of reference,

Directors’ independence and conflicts of interest

Approval of annual budgets and financial commitments

above delegated authority limits

Internal controls, governance and risk management

frameworks

Succession planning for the Board and senior management.

Succession process to be led by the Nominations

Committee, with the Board approving all Board appointments

Directors’ attendance at Board and Committee meetings during the year is detailed as follows:

Board Nominations

Audit

Remuneration

Number of meetings 10 3 4 5

Avril Palmer-Baunack 10 3 4 5

Martin Ward 10 3 4 5

Philip Vincent

9 3 4 5

John Pattullo 10 3 4 5

Mark Butcher 10 3 4 5

Bindi Karia

10 3 3 5

Mark McCafferty 10 3 4 5

Nicola Rabson

8 2 2 4

1 Including attendance by invitation at Nominations, Audit and Remuneration Committee by Directors who are not members of those Committees

2 Philip Vincent stepped down from the Board with effect from 28 March 2025

3 Bindi Karia was unable to attend one Audit Committee meeting owing to an external commitment

4 Nicola Rabson was unable to attend two Board, two Audit Committee and one Nominations and one Remuneration Committee

meetings owing to external commitments

Strategic report

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Financial statementsOther information

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Contents_Gen_Section L2 Contents_Gen_DividerContents_Gen_Section Governance at a glance

GOVERNANCE AT A GLANCE continued

Our annual agenda reflects our strategy and gives us sufficient time to discuss and develop our strategic proposals to continue to promote the long term prosperity of the Group.

2025 Governance activities.

Regular reports

• CEO business commentary

• CFO financial commentary

• Business reviews

• People report

• Risk management reports

• Legal and regulatory updates

Key activities and approvals

• Annual Report and interim financial

statements

• Final dividend proposal and interim dividend

declaration

• Series of financing transactions during

the year

• CFO proposed appointment

• Annual budget and strategic plan

• Annual review and approval risk appetite

framework

• Annual review and approval of internal

control effectiveness

• Recommendation to appoint auditors

following competitive tender process

MAY

• Reviewed the

annual Have Your

Say survey results

NOVEMBER

• Approval of the Group’s

assessment of principal and

emerging risks

• Approval of the Group’s

interim results

• Approval of the Group’s

interim dividend

JANUARY

• Approval of a mobility contract

with a key claims referral partner

• Approval of terms of reference for

the Group’s Board Committees

• Approval of the investment in

multiple contact centre telephony

platforms across the UK

FEBRUARY

• Approved proposed appointment

of Rachel Coulson as CFO

APRIL

• Approval of FY2026 budget and

strategic plan

• Reviewed and approved pay

arrangements of the Group

• Approval of cancellation

shares in May 2025

MARCH

• Recommended PwC for

appointment as auditors

• Approval of a new site for the

Northgate and Auxillis business

• Approved the proposed

refinancing of the Group’s

bank facilities

OCTOBER

• Board strategy session

• Approval of proposed £100m

asset finance facility

• Approval of the Group’s

Modern Slavery Statement

SEPTEMBER

• Approval of proposed

loan note financing

of €190m

• AGM

JUNE

• Approval of the Group’s

risk appetite framework

• Final dividend proposal

• Approval of the Group’s

preliminary results

• Approval of the Group’s 2024

Annual Report and Accounts

and shareholder documents

• Approval of the Group’s ethnic

diversity target of 10% for the

Executive Committee and its

direct reports

Strategic report

Corporate

Governance

Financial

Statements

Other information

Strategic report

Corporate governance

Financial statementsOther information

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GOVERNANCE STRUCTURE AND RESPONSIBILITIES continued

There is a clear and effective leadership structure in place for the Group. The Board has established three principal Board committees to assist with the execution of its responsibilities. These are the Audit Committee,

Remuneration Committee and Nominations Committee. Each committee operates under its own terms of reference which are approved by the Board. The terms of reference are reviewed annually and can be found on the

Company’s website www.ZIGUP.com

Board

The Board’s role is to ensure the long term sustainable success of the Group by setting our strategy through which value can be created and preserved for the

mutual benefit of our shareholders, customers, our people and the communities we serve. The Board provides rigorous challenge to management and ensures

the Group maintains an effective risk management and internal control system with oversight of the Group’s risk management processes and key risks.

Executive Committee

Responsible for developing, implementing and monitoring the execution of strategic objectives as well as horizon

scanning for further strategic opportunities.

Key Executive-led committees

Sustainability Committee

Responsible for defining the Group’s strategy relating to

sustainability matters and is responsible for governance over

its programme, including climate-related reporting, and for

implementing the Group’s sustainability strategy.

Group Risk Committee

Assists the Board in its oversight of the risk management

framework and is designed to identify, manage and mitigate the

risks that the Group faces in the operation of its businesses and

the execution of its strategy.

Group Management Boards

Responsible for the day to day

management of the business.

Audit Committee

Provides independent assessment of the financial affairs

of the Group, reviews and provides oversight of financial

reporting controls. Responsible for reviewing the effectiveness

of the internal and external audit processes. The Committee

comprises Independent Non-Executive Directors only.

Remuneration Committee

Responsible for determining and approving the Remuneration

policy and recommending its approval to shareholders.

Responsible for setting the remuneration of the Chairman,

Executive Directors, and Executive Committee having regard

to pay across the workforce. Ensuring that workforce policies

and practices are aligned with the Group’s purpose, values, and

long term strategy. The Committee comprises the Chairman and

independent Non-Executive Directors.

Nominations Committee

Responsible for keeping under review the skills and experience

of the Board and its committees; the recruitment of new

Directors; ensuring orderly succession plans for the Board,

Executive Committee and the Group Management Boards;

and for overseeing the implementation of the Board Diversity &

Inclusion Policy. The Committee comprises the Chairman and

independent Non-Executive Directors.

Report of the Audit Committee on

Pages 96 to 101

Report of the Remuneration Committee on

Pages 102 to 121

Report of the Nominations Committee on

Pages 92 to 95

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Financial statementsOther information

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Contents_Gen_Section L2 Contents_Gen_DividerContents_Gen_Section Governance structure and responsibilities

GOVERNANCE STRUCTURE AND RESPONSIBILITIES continued

Responsibilities of those charged with governance.

As at the date of this report, our Board comprised a Non-Executive Chairman, four independent Non-Executive Directors, one additional Non-Executive Director and one Executive Director. There is a clear division between

executive and non-executive responsibilities, which ensures accountability and oversight. The roles of Chairman and CEO are separately held, and their responsibilities are well-defined and set out below. The Chairman and

the other Non-Executive Directors meet routinely without the Executive Directors, and individual Directors engage with senior management and other members of the Group’s workforce, during and outside Board meetings,

in order to gain first-hand experience of our operations. The Board is supported by the Company Secretary, to whom all Directors have access for advice. The table below summarises the key responsibilities of each of the

Director roles on the Board.

The full terms of reference of the Audit, Remuneration and Nominations

Committees can be found on the Group’s corporate website

www.ZIGUP.com

Individual Role

Chairman

• Oversees Board responsibilities

CEO

• Develops and executes the

strategic plan and manages risk

Senior Independent Director

• Oversees governance procedures

Committee Chairman

• Oversees Committee

responsibilities

Non-Executive Director

• Carries out Board responsibilities

Company Secretary

• Facilitates effective operation of

the Board and Board committees

Responsibilities

Board

• Monitoring progress against the strategy of the Group and ensuring long term

success for the benefit of all stakeholders

• Ensuring that adequate resources are available so that strategic objectives may

be achieved through the annual planning process and ongoing monitoring

• Reporting to and maintaining relationships with stakeholders

• Compliance with laws and regulations and good corporate governance

• Ensuring that the Group’s risk management and internal control systems (both

financial and operational) are fit for purpose and operating as they should be

Executive

Directors

• Ensuring the Group’s strategy is executed effectively through the

Executive Committee

• Monitoring the Group’s performance

• Managing the Group’s financial affairs

• Implementing the systems of internal control

Executive

Committee

• Developing and implementing strategy

• Overseeing operational plans

• Approval of key risk management policies to support a consistent approach to

group-wide behaviour and risk decision-making

• Monitoring operational and financial performance

• Assessing and controlling risk

• Prioritising and allocating the Group’s resources

Strategic report

Corporate

Governance

Financial

Statements

Other information

Strategic report

Corporate governance

Financial statementsOther information

ZIGUP plc | Annual Report and Accounts 2025

Contents_Gen_Section L2 Contents_Gen_Divider Contents_Gen_TextContents_Gen_Section

BOARD OF DIRECTORS

Our leadership.

Key

Chairman of Committee

Nominations Committee

Audit Committee

Remuneration Committee

Avril Palmer-Baunack

Non-Executive Chairman

Martin Ward

Chief Executive Officer

John Pattullo OBE

Senior Independent Director

Board Tenure 5 years Board Tenure 5 years Board Tenure 6 years

Key areas of expertise Key areas of expertise Key areas of expertise

Avril has more than 25 years’ experience in leading

businesses in the automotive industry in a number of senior

executive and non-executive roles and was appointed as

Non-Executive Chairman in August 2019.

Martin was appointed to the Board as CEO in February 2020

as the former CEO of Redde plc, having been on the Board

of Redde plc since 2009, after joining a subsidiary of the

Group as Managing Director in 2005. Martin has over 25

years’ insurance industry and vehicle sector experience.

John was appointed to the Board as a Non-Executive

Director in January 2019, Senior Independent Director

in September 2019 and Chairman of the Remuneration

Committee in May 2022 and has a wide range of experience

in a number of executive roles in the consumer goods and

logistics sectors and non-executive roles across a range of

other industries.

Current external appointments Current external appointments Current external appointments

Executive Chairman of Constellation Automotive Group. None. Chairman of Berkshire and Surrey Pathology Service.

Previous experience Previous experience Previous experience

Avril previously held roles as Non-Executive Chairman

of Quartix plc, Non-Executive Chairman of Redde plc,

Non-Executive Chairman of Safe Harbour Holdings plc,

Executive Chairman of Stobart Group and Chief Executive

Officer of Autologic Holdings plc and Chief Executive Office

of Universal Salvage plc.

Martin jointly founded the Rarrigini & Rosso Group in 1994,

a leading independent wholesale motor fleet, property and

risk management insurance business, which was later

acquired by THB plc in 2003. Martin has an MBA from

Durham University.

John was Chairman of V Group until December 2020.

Other previous non-executive roles include Non-Executive

Director of Wincanton plc, Senior Independent Director and

Remuneration Committee Chairman of Electrocomponents

plc, Chairman of NHS Blood & Transplant, Chairman of

Marken Logistics and Chairman of In Kind Direct, a Prince’s

charity, Chief Executive Officer of Ceva Logistics Ltd

between 2007 and 2012. Before that, John worked for

Exel plc/DHL where he led the EMEA logistics business

and, prior to that, held a number of senior global supply

chain appointments with Procter & Gamble.

For further information relating to the ZIGUP plc Board skills see the skills matrix on page 93 of the Nominations Committee Report

The Directors of the Company who were in

office during the year and at the date of signing

the financial statements are as noted within

these pages.

Strategic report

Corporate governance

Financial statementsOther information

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Contents_Gen_Section L2 Contents_Gen_DividerContents_Gen_Section Board of Directors

BOARD OF DIRECTORS continued

Our leadership.

Mark Butcher

Non-Executive Director

Bindi Karia

Non-Executive Director

Mark McCafferty

Non-Executive Director

Nicola Rabson

Non-Executive Director

Board Tenure 5 years Board Tenure 3 years Board Tenure 5 years Board Tenure 2 years

Key areas of expertise Key areas of expertise Key areas of expertise Key areas of expertise

Mark was appointed to the Board as a Non-Executive

Director and Chairman of the Remuneration Committee

in September 2019; since 2020 he has chaired the Audit

Committee. Mark has more than 20 years’ public company

experience including international accounting, corporate

finance and banking transactions, as well as sitting on a

number of public company boards.

Bindi was appointed to the Board as a Non-Executive

Director in May 2022. Bindi brings deep experience in

technology and innovation having held senior board,

investment and advisory roles across the technology

ecosystem in Europe.

Mark was appointed to the Board as a Non-Executive

Director in February 2020. Mark had previously joined the

Board of Redde plc as Non-Executive Director in March

2009, chairing the Remuneration Committee for a large part

of his tenure. He brings extensive sector management and

commercial experience, having spent six years as CEO of

Avis Europe plc.

Nicola was appointed to the Board as a Non-Executive

Director in November 2022. Nicola is a well-known figure

in the employment law world with significant experience

advising public companies and other clients on people

issues and governance, and on their strategic initiatives

such as those relating to diversity and workplace culture.

Current external appointments Current external appointments Current external appointments Current external appointments

Non-Executive Director of Zytronic plc, Logistics

Development Group plc and EBP Holdings Limited.

Currently a Non-Executive Director for Telecomms plc, a

Venture Partner at Molten Ventures Plc, which is a European

Technology Venture Capital Fund. Bindi is also an advisory

board member of CognitionX, Humanity Health and Wrisk

Ltd and a World Economic Forum member for the Digital

Leaders of Europe. Bindi also serves on the University of

East London Board of Governors, where she is also Chair of

the Ethics Advisory Committee.

Adviser to CVC Capital Partners, as well as Chairman of the

Warwickshire CCC Board and Non-Executive Director of

European Professional Club Rugby.

A partner in the London office of Linklaters LLP, a Non-

Executive Director at Nxera Pharma, Senior Independent

Director at Kent Football Association and a Governor at

Royal Russell School.

Previous experience Previous experience Previous experience Previous experience

Non-Executive Director of AssetCo plc from 2012 to 2023.

Mark has more than 20 years’ public company experience

working predominantly for GPG (UK) Holdings plc, the

UK investment arm of Guinness Peat Group plc, where he

managed a significant proportion of group investments.

Bindi has previously held a variety of senior technology

roles, including as a Digital Advisory Board member at The

Very Group and Centrica, as well as senior roles at Silicon

Valley Bank, Microsoft Ventures and PwC.

Prior to Avis, Mark was Group Managing Director of Thomas

Cook’s global travel and foreign exchange business and

before that spent seven years with Midland Bank International

in corporate finance and international operations. He was

CEO of Premiership Rugby for 14 years until July 2019. Mark

previously held non-executive directorships with HMV Group

plc, Umbro plc and Horserace Totalisator Board (Tote).

Nicola headed up the global employment and incentives

practice of Linklaters LLP from 2014 until 2021 and has

also sat on Linklaters LLP’s Remuneration Committee

and London Executive Committee. Nicola is qualified as a

solicitor in England and Wales and is a CEDR-accredited

mediator.

For further information relating to the ZIGUP plc Board skills see the skills matrix on page 93 of the Nominations Committee Report

Strategic report

Corporate

Governance

Financial

Statements

Other information

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Corporate governance

Financial statementsOther information

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Contents_Gen_Section L2 Contents_Gen_Divider Contents_Gen_TextContents_Gen_Section

CORPORATE GOVERNANCE

Listed commercial companies are required by the FCA (the designated UK Listing Authority) to include a statement in their

annual accounts on compliance with the principles of good corporate governance and code of best practice, being the 2018

UK Corporate Governance Code. The provisions of the Code applicable to listed companies are divided into five parts, as set

out below:

1. Board leadership and Company purpose

The Board’s ultimate objective is the long term sustainable success of the Group. The Board assesses the

basis on which the Company generates and preserves value over the long term. Opportunities and risks

to the future success of the business have been considered and addressed, contributing to the delivery

of the Group’s strategy. Information on this can be seen throughout this Corporate Governance Report,

the Directors’ report, each of the Board Committee reports, the Directors’ Remuneration report and the

Strategic report.

Section 172

The Board is committed in its duties in relation to Section 172 of the Companies Act to promote the success

of the Company. The Board seeks to understand the views of the Company’s key stakeholders and how their

interests and the matters set out in Section 172 are considered in Board discussions and decision-making.

A description on how the Board has evidenced this is included in the Section 172 statement on

Pages 76 to 78

Ethics, anti-corruption and compliance

Our Code of Conduct, applicable to our colleagues, sets out our ethical standards and guidance on behaving

responsibly. Our statement of compliance with the Modern Slavery Act 2015 is published on our website.

Compliance training is conducted and tracked through our e-learning platform. The Group has a formal

whistleblowing policy and procedures ensuring every employee can have a voice and a means to raise

concerns to the Group. The Chairman of the Audit Committee holds ultimate responsibility for managing any

reports; in FY2025, no matters were identified as sufficiently material to be escalated for their attention. The

Committee ensures that arrangements are in place for the proportionate and independent investigation of

these and other matters via the relevant subject matter expert team.

How the Board monitors culture

The Board recognises that delivering for all our stakeholders, in line with our purpose to keep

customers moving, smarter and our vision to be the leading supplier of mobility solutions and

automotive services, is underpinned by our culture.

The Board regularly monitors the culture of the business in a number of ways:

During the year, the Board was satisfied that the Group’s workforce policies practices and

behaviour were aligned with the Group’s purpose, values, and strategy and that no correction

was required by management. The Board reinforces our culture and values through its decisions,

ensuring that decisions made are within the approved risk appetite of the Group and aligned with

the Group’s strategy.

Through interaction with

Executive Directors,

members of the leadership

team, and other colleagues in

Board meetings

Through regular Board

agenda items and supporting

papers, covering culture

indicators such as risk

management, internal audit

reports and follow-up actions,

customer engagement, health

and safety, whistleblowing,

modern slavery, and regulatory

breaches

Through receipt of reports

from management on a

range of indicators, including

staff engagement, retention,

absence, gender pay, diversity,

and the results of colleague

surveys

Strategic report

Corporate governance

Financial statementsOther information

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Contents_Gen_Section L2 Contents_Gen_DividerContents_Gen_Section Corporate Governance

CORPORATE GOVERNANCE continued

Shareholder engagement

Shareholders play a valuable role in safeguarding the Group’s governance through

means such as annual re-election/election of Directors, monitoring and compensating

Director performance and constructive dialogue with the Board.

The Company engages actively with analysts and investors and is open and

transparent in its communications. The Board is updated regularly on the views

of its shareholders through briefings and reports from those who have interacted

with shareholders, including the Directors, the Head of Investor Relations and the

Company’s equity brokers.

The Board and the Company’s investor relations team engage directly with investors

through a variety of communication channels to ensure prompt and effective

communication:

• Direct shareholder consultations when considering matters of material impact to

the Group, such as consultation on the Remuneration report and policy, or indirect

engagement

• Annual and interim reports and results presentations which are available to all

shareholders and also include the contact details for the Company Secretary

• This year the Company held investor meetings and internal roadshows in key

business locations to discuss the Group’s refreshed strategic framework, purpose,

new corporate brand, and corporate name

The Group’s financial results and other news releases are published via the London

Stock Exchange’s Regulatory News Service or another Regulatory Information

Service.

In addition, these news releases are published in the Investor Relations section of the

Group’s website at www.zigup.com

Shareholders and other interested parties can subscribe to receive these news

updates by email by registering online via the website.

During the year, the Board held its

annual strategy day in Spain, with

members of the senior management

team invited to present to the Board

on the Group’s long term strategic

plan. As part of this programme of

events the Board also visited the

Seville branch, which provided Board

members with the opportunity to

deepen their understanding of the

Group’s operations, engage directly

Site visit to Spain

with local management, and observe

first hand the implementation of the

Group’s strategicinitiatives.

Site visits provide the Board with

greater visibility on execution of the

Group’s strategy, key risks, health

and safety and also allow the Board

to engage with different stakeholders

across the Group.

Strategic report

Corporate

Governance

Financial

Statements

Other information

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Financial statementsOther information

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2. Division of responsibilities

The Group is overseen by the Board of Directors. More information about the members of the Board can

be found on pages 86 to 87. An overview of the leadership of the Group, including the responsibilities and

activities of each component can be found on pages 84 and 85.

Information and communication

The Chairman ensures that all Directors are appropriately briefed so that they can discharge their duties

effectively. Management accounts are prepared and submitted to the Board monthly. Before each Board

meeting appropriate documentation on all items to be discussed is circulated. The Company Secretary is

available to the Non-Executive Directors and can facilitate Board training events whenever required. The

Non-Executive Directors meet without the Executive Directors present and the Senior Independent Director

leads the evaluation process of the Chairman.

Each reporting segment of the Group prepares monthly management accounts which include a comparison

against their individual business plans and prior year performance. Management reviews any variance from

targeted performance levels. These commentaries are consolidated and submitted to the Board. Year-to-

date actuals are used to guide forecasts, which are updated regularly and communicated to the Board.

Independence

Pursuant to those provisions of the Companies Act 2006 relating to conflicts of interest and in accordance

with the authority contained in the Company’s Articles of Association, the Board has put in place procedures

to deal with the notification, authorisation, recording and monitoring of Directors’ conflicts of interest and

these procedures have operated effectively throughout the year and to the date of signing of this Annual

Report and Accounts.

Following the acquisition of Redde plc by the Group in 2020, Mark McCafferty joined the Board. Prior to this,

he had completed 10 years’ service on the Redde plc Board. Due to his previous service, Mark has served

consecutively on both boards for over nine years. As set out in provision 10 of the Code this is a matter

that is relevant to the Board’s determination of independence. Upon assessment against this criteria, Mark

McCafferty is not considered to be independent.

The Board remains of the opinion that despite Mark not being considered independent he was objective

throughout the year and that he made thoughtful and valuable contributions to the Board and continued to

constructively challenge management and other members of the Board as appropriate.

3. Composition, succession and evaluation

The Nominations Committee report (pages 92 to 95) sets out its activities during the year, including

information on succession planning, diversity, and inclusion.

The Nominations Committee is confident that the Board is equipped with the right mix of skills and

experience to deliver long term strategic objectives. The Directors have sufficient time to execute their duties.

The Committee met three times in the year satisfying its terms of reference.

Board evaluation

The Board conducted its annual evaluation process, which demonstrated a consistent trajectory of

improvement across a broad range of measures regarding the operation of both the Board and its

Committees.

In 2024 an externally facilitated review of the Board, its Committees and individual member’s effectiveness

was conducted by Equitura. This year the Company Secretary facilitated an internal review, utilising an

approach consistent with that adopted in 2022 and 2023 which provided the Board with an opportunity

to consider its performance over a wider time horizon and monitor trends. The Board reflected on the

recommendations of the prior year’s review and determined that these had been effectively adopted in its

working practices throughout the year. Key advances were: the introduction of an annual Board strategy day,

solely focussed on considering the wider issues facing the business sectors in which the Group operates

and its strategic response to those issues; and a full review of succession planning and executive talent

throughout the Group’s leadership teams by the Nominations Committee. These areas will continue to be the

focus of the Board and its Committees.

This year’s evaluation process concluded that the Board, its Committees and individual Directors are

functioning effectively and collaboratively, that the Board effectively discharges its oversight responsibilities,

and there is a high degree of openness and debate which leads to effective meetings.

The review of the Chairman’s performance was led by the Senior Independent Director and the findings

were presented to the Board without the Chairman being present. It was noted that Company benefitted

substantially from the Chairman’s deep industry and marketplace knowledge, she facilitated the effective

contribution of each Non-Executive Director and fostered constructive relationships and communications

within the Board.

CORPORATE GOVERNANCE continued

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Financial statementsOther information

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4. Audit and internal control

The Report of the Audit Committee on pages 96 to 101 describes the work of the Committee and how it

discharges its roles and responsibilities.

The Board is accountable for the Group’s success and dealing with the challenges it faces. The Board

reviews the results, risks and opportunities facing the Group. The Audit Committee plays a key part in

this work, monitoring and evaluating the Group’s processes and internal controls and providing a layer of

independent oversight over our key activities.

The Group’s systems of risk management and internal control ensure that our businesses operate within risk

appetite levels approved by the Board.

These are set out in the Identifying and managing risk report on Pages 52 to 55

Internal control

Although no system of internal controls can provide absolute assurance against material misstatement or

loss, the Group’s own systems are designed to provide the Directors with reasonable assurance that, should

any problems occur, these are identified on a timely basis and dealt with appropriately. Confirmation that the

Board has performed an assessment of the risk management and internal control systems of the Group, as

required by the UK Corporate Governance Code (the Code).

Contained in the Identifying and managing risk report on Pages 52 to 55

Cyber security and data privacy

Regular training programmes keep our colleagues informed about data protection and security risks and

we operate rules and procedures in our contact centres to mitigate risks. We have ongoing investments to

improve systems development and security, ensuring our technology remains strong and secure and we

actively decommission outdated applications, platforms, and infrastructure to maintain an efficient and

modern IT environment.

We continue to develop our security operations to provide visibility into security events and enable us to

quickly address vulnerabilities. We perform periodic vulnerability assessments and penetration testing. We

regularly review and test our incident plans, including business continuity and IT disaster recovery plans, to

ensure resilience and preparedness.

5. Remuneration

The Remuneration report on pages 102 to 121 describes the work of the Committee during the year. It

sets out how executive remuneration is aligned to the Group’s purpose, values, and strategy. It also shows

how workforce remuneration and related policies have been considered in its decision-making regarding

executive remuneration.

Compliance with the Code

The Company is subject to the principles and provisions of the Code, a copy of which is available at

www.frc.org.uk.

For the year ended 30 April 2025, the Board considers that it has applied the principles and complied in full

with the provisions of the Code.

Avril Palmer-Baunack

Chairman

9 July 2025

CORPORATE GOVERNANCE continued

Strategic report

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Governance

Financial

Statements

Other information

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Financial statementsOther information

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Activities

Since May 2024, the Committee has:

• Reviewed talent and succession plans for

Board and senior management roles

• Overseen the process and approved the

appointment of a new CFO

• Made recommendations to the Board in

relation to Directors’ annual reappointment

and re-election at the Company’s AGM

• Overseen the Group’s diversity and

inclusion agenda, its role in promoting an

inclusive and high-performing culture as

part of the Group’s strategy, and progress

in building a diverse talent pipeline

REPORT OF THE NOMINATIONS COMMITTEE

This year the Committee’s focus

was on succession planning,

ensuring that the right people

are in place to enable ZIGUP to

execute its strategic aims.

Avril Palmer-Baunack

Nomination Committee Chairman

Committee membership

Number of

meetings

Avril Palmer-Baunack 3/3

Mark Butcher 3/3

Bindi Karia 3/3

John Pattullo 3/3

Nicola Rabson* 2/3

* Nicola Rabson was unable to attend one

Nominations Committee meeting owing to an

external commitment.

Dear stakeholder,

I am pleased to present the Report of the Nominations Committee (the Committee) for the year ended 30

April 2025. The Committee focuses on promoting diversity, reviewing the structure of the Board and senior

management, and ensuring effective succession planning. We also oversee Board appointments, ensuring

a transparent selection process and a thorough induction for new Directors.

This year succession planning was the Committee’s main area of focus, following Philip Vincent’s decision

to step down from the Board in March 2025 after six years. The Committee undertook an extensive search

process and selected Rachel Coulson, who has a wealth of experience of driving international business

growth and digital transformation, coupled with significant public listed company experience which will bring

valuable experience to the Executive Committee and the Board. Rachel is expected to join the Board in

August 2025.

Further information relating to the CFO recruitment process, can be found on

page 93

Committee purpose

The Committee assists the Board in reviewing the structure, size, skills, and experience of the Board,

including climate-related skills and experience. It is also responsible for reviewing succession plans for the

Board and other senior managers of the Group. The Committee’s role, authority, responsibilities, and scope

are set out on pages 84 to 85 and in detail in its terms of reference which are available on the governance

section of our website.

Operation of the Nominations Committee

The Committee keeps the overall structure, size, and composition of the Board under continuous review,

and is responsible for evaluating the balance of skills, knowledge and experience of the Board and its

Committees.

Board composition

The Board recognises the importance of monitoring the composition of the Board to ensure it has the right

skills and experience to enable sustainable success. The composition of the Board and Board Committees

is continually assessed by the Chairman and kept under review by the Nominations Committee, to ensure

an appropriate balance of skills and experience is maintained. The composition is more formally reviewed

annually by the Nominations Committee as part of the Board effectiveness review process. As demonstrated

by their biographies on pages 86 and 87, all Board members together form a diverse and effective team

focused on promoting the long term sustainable success of the Group.

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Board appointment process

REPORT OF THE NOMINATIONS COMMITTEE continued

Demonstrating our skills

The skills matrix below details some of the key skills and experience that our Board has, and is particularly

valuable for the effective oversight of the Group and execution of our strategy. Directors bring those skills to

the Boardroom from their roles both within and outside ZIGUP plc. The skills matrix aligns with the Group’s

strategic priorities, to ensure the Board remains fully equipped to support delivery of the Group’s strategy and

purpose and provide challenge to the executive and senior management teams.

STAGE 1

Building the brief

As part of the succession process, the Committee,

supported by the Group HR Director, engaged with

an executive search firm to assist in the search for a

new CFO. The Committee prepared a specification

for the role which included: having previously held

a CFO/Deputy-CFO position, in a public listed

company, experience of equity and debt capital

markets, an understanding of the nuances of a

customer centric business being crucial alongside

B2B services experience and international

experience.

STAGE 2

The search process

The executive search firm conducted a wide review of

potential candidates in order to produce a long-list of

finance professionals with experience potentially suited

to the role. This was then reviewed and refined to a

short-list of candidates who were selected for interview

by the Committee.

STAGE 3

Interviews

Short-listed candidates were interviewed by a cross-

section of the Committee and the Group HR Director.

Following a rigorous interview process which included

in depth interviews with industry experts and leadership

psychologists, as well as cognitive, situational and

psychometric testing. The Committee, taking into

account the above as well as suitability against the

selection criteria, determined that Rachel Coulson fully

met the desired criteria and was the preferred candidate.

STAGE 4

Offering the role

The role was formally offered to Rachel Coulson and

was accepted shortly afterwards, with the Company

announcing on 3 February 2025 that she has been

proposed for appointment as the Group’s next CFO,

starting in August 2025.

Board recruitment

Board appointments are made on merit against objective criteria. The Committee will evaluate the skills,

experience and knowledge of the Board and the future challenges affecting the business (including

climate-related issues), and in light of this, will prepare a description of the role and the attributes required

for a particular appointment. This will include a job specification, and an estimate of the time commitment

expected. The Committee then compiles a shortlist taking account of known candidates and candidates

suggested by the Group’s Board, advisers, and/or appointed recruitment consultants. The appointment

process takes account of the benefits of diversity of the Board, including gender diversity, and in identifying

suitable candidates, the Committee considers candidates from a range of backgrounds.

The Committee oversees succession planning for Directors and senior management, as well as broader

consideration of the leadership needs of the business and senior management development.

We continue to support both the FTSE Women Leaders’ Review and the Parker Review and, the Board is

compliant with the recommendations of the Parker Review. As at 30 April 2025, the Board is compliant with

the Board Diversity Targets as set out in Listing Rule 9.8.6(R) with women comprising 43% (2024 37.5%).

Following Rachel Coulson’s proposed appointment the representation of women will be 50% which exceeds

the Listing Rules target. We continue to believe that appointments and succession plans should be based

on merit against objective criteria and within this context, due regard is also given to promoting diversity of

gender, social and ethnic backgrounds, and cognitive and personal strengths. The Committee, and the Board

will continue to monitor progress on all aspects of diversity.

Skills matrix

Board experience

Leadership

Operational

Strategy, transformation

and organisation design

Automotive

Corporate governance

Finance

People management

Represents the number of board members with relevant experience in that area.

CFO appointment

The timeline below summarises each stage of the process which concluded with the Nomination Committee’s

recommendation to appoint Rachel Coulson to the Board as the Group’s new CFO. The Committee is satisfied

that the process described below was appropriately thorough.

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Governance

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Statements

Other information

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Succession planning

Succession planning for the Executive Committee and its direct reports is key to the long term sustainable

success of the Group, and ensuring there is a leadership pipeline of talent is part of the Committee’s role.

The Committee discusses the likely skills and talent that will be needed in the future, as the Group’s business

and external environment evolve.

The Committee, along with the Board, is also committed to recognising and nurturing talent within the

executive management levels and its direct reports across the Group. This manifested itself in two principal

ways during the year. Firstly, the Committee completed its ZIGUP Talent Management Review, which led

to actions being identified to enhance the Talent Management Review process. In addition, the Committee

received a presentation from the Group HR Director on succession plans for senior management and its

direct reports, including broad views on potential timings and implications for diversity in those positions. The

presentation assessed potential successors who were ready now, those ready on a short to long term nature

and discussed aims to accelerate their development and enable them to play a crucial role in delivering on

the Group’s strategic aims in the future. The Committee satisfied itself that appropriate succession planning

arrangements were in place for the orderly succession for senior management positions and its direct

reports, supported by a diverse pipeline for such succession.

Induction

Given the strategic breadth and focus of the Group’s activities, the Group carries out extensive inductions for

its new Non-Executive Directors. On joining the Board, it is the responsibility of the Chairman and Company

Secretary to ensure that all newly appointed Directors receive a full and formal induction, which is tailored

to their individual needs based on experience and background. The induction programme focuses on the

incoming Director getting to know and understanding the full business of the Group. They meet with the

Executive Director and senior management from each area of the business. Each new Board member is

given training on the role and responsibilities of a Director including, but not limited to, the following:

• Duties under the Companies Act 2006 and compliance with the Code, Listing Rules, and other regulatory

framework considerations

• Market Abuse Regulation including their responsibilities as a person discharging managerial

responsibilities (PDMR) and other matters pertaining to the ZIGUP Securities Dealing Code

• Board and Committee procedures and constitutional documents including Matters Reserved for the Board

and Committee terms of reference

Ongoing training needs are assessed as part of the Board effectiveness process and any training is typically

arranged by the Company Secretary in consultation with the Chairman or relevant Board Committee

Chairman.

REPORT OF THE NOMINATIONS COMMITTEE continued

Board Diversity Policy

Objective Progress

Ensure that the Board composition is

sufficiently diverse and reflects an appropriate

balance of skills, knowledge, independence,

and experience to enable it to meet its

responsibilities, duties, and strategic objectives

effectively.

The Committee undertakes an annual review of the

composition of the Board and its Committees, with

further discussions during the year. An assessment of

the Board, including skills, knowledge, independence

and experience, and the strategic objectives of the

Group, informs the criteria for any new appointment

to the Board. This year the search process for a new

CFO was conducted in line with the Group’s Board

Diversity Policy and included a gender balanced

list of candidates from diverse backgrounds for the

Committee to consider.

Ensure that both appointments and succession

plans should be based on merit and objective

criteria and, within this context, should

promote diversity of gender, social and ethnic

backgrounds, cognitive and personal strengths,

and the Board aims that there should be:

• at least 40% female Board representation;

• at least one Board member from a minority

ethnic background; and

• at least one senior Board position (being the

Chairman, CEO, CFO, and/or SID) being held

by a woman

Appointments to the Board are made on merit with

an objective set of criteria based on the needs of

the Board and the business, and the value and

importance of increased diversity on the Board. At

30 April 2025, 43% of the Directors on the Board

were women. Diversity will continue to be taken into

account in all recruitment processes and when we

consider composition of our committees, and this was

the case regarding the recruitment process for the

role of CFO. Following Rachel Coulson’s proposed

appointment in August 2025, the representation of

women on the Board will increase to 50%. At 30 April

2025, there was one Director who self-identified as

being from an ethnic minority background.

Ensure that when seeking to appoint a new

Director, the search pool will be wide and where

executive search firms are used, the Group will

only engage with those that have adopted the

Voluntary Code of Conduct for Executive Search

Firms or equivalent code.

This year the Committee engaged an executive

search firm to assist in the recruitment process for

a new CFO. The recruitment process considered a

long-list of candidates, which was then reduced to

a short-list of candidates that were taken forward to

the interview process. The external executive search

firm engaged by the Committee (Russell Reynolds

Associates) adopts the Voluntary Code of Conduct

for Executive Search Firms.

Ensure that the Board will support workforce

initiatives that promote a culture of inclusion

and diversity.

The Board is continually apprised of the work

undertaken by the Group’s Diversity & Inclusion

Team and by the Group HR Director. The Board

supports the initiatives being undertaken

to promote inclusivity and diversity.

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Independence of the Non-Executive Directors

During the year, the Committee considered the tenure and independence of the Non-Executive Directors,

and whether a Director’s length of service had in any way impacted his or her ability to remain independent

in character and judgement in performing his or her duties. The Board considers all the Non-Executive

Directors except for Mark McCafferty and the Chairman, whose independence was not assessed, but who

was independent on appointment, to be independent of management and free from any business or other

relationship which could materially interfere with their ability to exercise independent judgement.

In accordance with the results of the independence assessment, and in line with the requirements of the

Code, all Directors will retire at this year’s AGM and, submit themselves for reappointment by shareholders.

Ahead of the 2025 AGM, the Committee considered the performance and effectiveness of each Director as

well as the findings from the internal Board evaluation and the Committee concluded that all Directors were

valuable members of the Board, provided constructive challenge and had the requisite skills and time to

devote to the role and subsequently the Committee. Biographical details of the Directors, including their skills

and experience, can be found on pages 86 to 87.

Board diversity

The Board considers that its composition should be designed to ensure it has the best experience and

skills to advance the Group’s strategy for the benefit of all its stakeholders, and that as part of this the

benefits of all aspects of diversity should be considered, including, but not limited to, gender and ethnicity.

The Group maintains an appropriate diversity and inclusion policy for all of its workforce, including our

senior management and the Board. Accordingly, the Committee will consider candidates on merit against

objective criteria, with regard to the benefits of diversity of gender, social and ethnic backgrounds, cognitive

and personal strengths when identifying suitable candidates for appointment to the Board. The Board is

also committed to operating in a way that supports diversity and inclusivity, including ensuring appropriate

consideration of diversity and inclusion in succession planning at senior management and Board level. When

searches for an appointment to the Board are conducted by the Company with external search firms, these

firms will identify and present a list of qualified potential candidates, including having regard to diversity.

The Board, as part of its agenda oversees and monitors progress of the Group’s diversity and inclusion

agenda. In 2024 this included the Board endorsing an ambition for 10% representation of ethnically diverse

groups within the Executive Committee and its members’ direct reports, taking into account the Parker

Review’s 2023 report which requests all FTSE 350 companies to set a target for ethnic minorities in their

senior management team and direct reports by 2027.

The Board and the Nominations Committee will continue to monitor progress against the Group’s chosen

target on an annual basis.

As at 30 April 2025, one of the senior positions on the Board was held by a woman.The Board also included

one Director from an ethnic minority background. The Committee and the Board, whilst mindful of the targets

set by the Listing Rules, will continue to make appointments based on merit, having regard to diversity.

Gender representation for Board and executive management as at 30 April 2025

Number

of Board

members

Percentage

of the Board

Number of

senior positions

on the Board

(CEO, CFO, SID

and Chairman)

Number in

executive

management

Percentage

of executive

management

Men 4 57% 2 4 67%

Women 3 43% 1 2 33%

Ethnic background of Board and executive management as at 30 April 2025

Number

of Board

members

Percentage

of the Board

Number of

senior positions

on the Board

(CEO, CFO, SID

and Chairman)

Number in

executive

management

Percentage

of executive

management

White British or other

(including minority-white groups) 6 86% 3 6 100%

Asian/Asian British 1 14% – – –

1 Executive management includes the Executive Committee (the most senior executive body below the Board) and the

Company Secretary, excluding administrative and support staff, as defined by the Listing Rules.

Gender and ethnicity data relating to the Board, the Executive Committee and Company Secretary is

collected on an annual basis applying a standardised process managed by the Company Secretary and the

Group’s HR functions. Each Board member, Executive Committee member and the Company Secretary

is requested to confirm, on a strictly confidential and voluntary basis, their ethnicity and gender identity (or

specify they do not wish to report such data). The criteria of the standard form questionnaire are fully aligned

to the definitions specified in the Listing Rules, with individuals requested to specify:

(1) Self-reported gender identity. Selection from (a) male; (b) female; (c) other category/please specify; (d)

not specified (due to local data privacy laws); or prefer not to say.

(2) Self-reported ethnic background (classifications as designated by the UK Office of National Statistics).

Selection from: (a) White British or other white; (b) Mixed or multiple ethnic groups; (c) Asian or Asian

British; (d) Black; (e) Other ethnic group/please specify (f) not specified (due to local data privacy laws);

or prefer not to say.

A breakdown of gender diversity across the Executive Committee and the Group management Board is set out on

Page 35

Future priorities

In FY2026, the Committee intends to continue reviewing succession plans for the Board to make sure the

Board continues to operate effectively and add value to the Group.

Avril Palmer-Baunack

Chairman

9 July 2025

REPORT OF THE NOMINATIONS COMMITTEE continued

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Statements

Other information

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REPORT OF THE AUDIT COMMITTEE

Dear stakeholder,

On behalf of the Audit Committee (the

Committee) and the Board, I am pleased to

present the report of the Committee for the

year ended 30 April 2025. The objective of this

report is to provide an understanding of the

work undertaken by the Committee during the

year to ensure that the interests of the Group’s

stakeholders are protected through a robust

system of internal controls, risk management

and transparent financial reporting.

The report explains the role the

Committee plays in the Group’s

governance framework, by supporting the

Board in their assessment of the integrity

of the Group’s financial reporting and the

adequacy and effectiveness of the Group’s

management of risk and internal controls.

The Board recognises the importance of risk

management; therefore, the setting of risk

appetite and the review of the risk register are

carried out by the Board. Further information

on the Group’s risk management processes

can be found on pages 52 to 55. The

Committee continued to focus on its core

areas of responsibility, namely protecting the

interests of the Group, our shareholders and

stakeholders through ensuring the integrity

of the Group’s financial information, audit

quality and the effectiveness of internal

controls throughout the year.

Meetings

The Committee is required to meet at least

three times a year. Details of attendance at

meetings held in the year ended 30 April

2025 are detailed in this report. Due to the

cyclical nature of its agenda, which is linked

to events in the Group’s financial calendar,

the Committee met four times during the

year. The other Directors, together with

the Group Head of Internal Audit and the

external auditors, are normally invited to

attend all meetings.

The Audit Committee continued to focus on continuous improvements in

assessing risk, internal controls and financial reporting processes. The

Committee led an audit tender which allowed us to shine a spotlight on

the effectiveness of the external audit and how technology will provide a

roadmap for future improvements.

Mark Butcher

Audit Committee Chairman

Committee membership

The members of the Audit Committee are shown below.

Details of their experience and qualifications are shown on pages 86 to 87

Committee membership

Number of meetings

Mark Butcher 4/4

Bindi Karia* 3/4

John Pattullo 4/4

Nicola Rabson* 2/4

* Bindi Karia was unable to attend one and Nicola Rabson was unable to attend two Audit Committee meetings

owing to external commitments. Both had informed the Committee in advance and were able to provide comments

to the Committee Chairman ahead of the meeting.

The Code requires that at least one member of the Audit Committee (the Committee) should

have recent and relevant financial experience. Currently, the Chairman of the Committee

Mark Butcher fulfils this requirement. All members of the Committee are expected to be

and are financially literate. The Committee is comprised of independent Non-Executive

Directors with relevant experience and proficiency in line with the requirements

of the Code and the Committee’s terms of reference.

Key focus

The Committee continues to support the risk

management framework of the Group through regular

review of internal controls and oversight of the work of

Group Internal Audit.

During the year the Committee reviewed

management’s assessment of the viability of the

Group and the period over which viability should be

assessed taking into consideration the impact of the

economic environment, climate change and downside

sensitivities, and challenged those assumptions. The

Committee is satisfied that the Group is viable, with

further details provided within the viability statement

found on page 63.

In advance of the 10-year anniversary of PwC’s tenure

as the Group’s external auditor, the Committee,

conducted a competitive tender process which

resulted in a recommendation to reappoint PwC as the

Group auditor; this will be subject to a shareholder vote

at the Group’s forthcoming AGM. Further detail of the

tendering process is detailed on page 100.

The Committee continued to review key accounting

judgements over depreciation rates and determining

the carrying amounts of claims due from insurance

companies and self-insuring organisations. The

assessment of depreciation rates took into account

the changes in market dynamics in vehicle supply and

the review of insurance claims considered the mix of

protocol to non-protocol claims looking at historical

settlements and what factors would influence future

settlements.

The Committee reviewed the presentation of

underlying financial results taking into consideration

items which have been classed as exceptional or

presented as not part of underlying performance.

In particular, reviewing management judgements

in assessing the impairment of assets and the

classification of restructuring costs.

The Committee reviewed and made a

recommendation to the Board to approve the Group’s

tax strategy which the Board approved. The Group’s

tax strategy demonstrates the Group’s commitment to

tax transparency and its stated desire to pay the right

amount of tax.

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Financial statementsOther information

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Activity

The main activities of the Committee are outlined below. The meeting in June primarily relates to the completion of the reporting cycle for the previous financial year, therefore the meeting held in June 2025 has been

included below as it related to the year ended 30 April 2025.

REPORT OF THE AUDIT COMMITTEE continued

September 2024 November 2024 March 2025 June 2025

• Reviewed management’s assessment of

going concern

• Reviewed management papers supporting

the key judgment areas in the interim financial

statements including depreciation rates,

recoverability of contract assets and interim

tax accounting

• Reviewed a paper on the presentation of

financial statements including consideration

of exceptional items

• Reviewed and approved the Group’s Fair

Balanced and Understandable statement

• Reviewed management’s papers on areas

of key judgement including depreciation

rates, recoverability of contract assets,

going concern and viability

• Reviewed management papers on tax

accounting and presentation of financial

statements

• Reviewed management papers on

impairments and exceptional items

• Reviewed and approved non-audit services

provided by PwC

• Audit tender scoring completed and

recommendation made to the Board

• Reviewed the quality and effectiveness of

Group Internal Audit

• Reviewed and approved the Internal Audit

Charter

• Set the programme of internal audits

• Reviewed the Group’s corporate taxation

arrangements and recommended that the

Board approve the Group’s tax strategy

• Reviewed the Group’s treasury arrangements

and policies

• Audit tender presentations to the Committee

by short-listed firms

• Reviewed and approved PwC’s audit

plan including an assessment of their

independence

• Agreed the audit fee for FY2025

• Reviewed and confirmed endorsement of the

Group’s non-audit fee policy

• Reviewed and approved the Committee’s

terms of reference, prior to making a

recommendation to the Board

• Reviewed and approved the outline plan for

the audit tender process

Key focus

Reviewed the interim financial statements to be

issued in December 2024 and related reports

prepared by management and PwC

Key focus

Completed the audit tender process, reviewing

documentation and presentations from

competing firms in the final stage. Tender

scorecard completed and recommendation

made to reappoint PwC

Key focus

Reviewed the effectiveness of the FY2024

external audit and agreed the scope of the

FY2025 audit work to be undertaken by PwC

Key focus

Reviewed the FY2025 Financial Statements

and related reports prepared by management

and PwC

At each meeting, the Committee received regular reports from the Group Head of Internal Audit and reviewed progress made by management in responding to their internal

control recommendations. The Committee had regular discussions with the Group Head of Internal Audit and the external audit partner without management being present.

Significant matters considered in relation to the financial statements

The Committee reviewed the significant matters set out in this report in relation to the Group’s

financial statements for the year ended 30 April 2025. We discussed these issues at various stages

with management during the financial year and during the preparation and approval of the financial

statements.

Following a review and consideration of the presentations and reports presented by management,

we are satisfied that the financial statements appropriately address the critical judgements and

key estimates, in respect of both the amounts reported and the disclosures made and that our

conclusions in relation to these issues are in line with those drawn by the auditors.

Strategic report

Corporate

Governance

Financial

Statements

Other information

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Corporate governance

Financial statementsOther information

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1. Our governance framework supports

effective internal controls through

an approved schedule of matters

reserved for decision by the Board and

the Executive Committee, supported

by defined responsibilities, levels of

authority and supporting committees.

2. The Board regularly reviews the Group’s

risk register, the schedule of key controls

and key risk indicators. The Board also

assesses the impact of emerging risks

to the Group. Our risk management

procedures are robust and can be

viewed on pages 52 to 55.

3. Comprehensive programmes of financial

reporting and forecasting are conducted

frequently and include both sensitivity

and variance analysis. A budgeting

exercise and strategic review is

conducted annually. Sensitivity analyses

are included in both the strategic review

and the rolling forecasts. Taxation is a

complex area and is subject to frequent

external review. The Committee provides

oversight and this year recommended

to the Board the approval of the Group’s

tax strategy. Oversight of climate-related

disclosures are managed through the

Sustainability Committee.

4. The Treasury function ensures

compliance with the Group’s treasury

policies set by the Board and reviewed

by the Committee which cover liquidity

risk, credit risk, interest rate risk, foreign

exchange risk and capital management.

The Group’s Liquidity policy includes

continual monitoring of the Group’s debt

facilities to ensure sufficient access to

capital. All complex or large transactions

are discussed in advance with the Board.

5. During the year, no significant

deficiencies had been raised by PwC

through the course of the annual external

audit nor through the work carried out

by Group Internal Audit and overseen by

the Committee.

Board and Board committees

Group Executive Committee and

Executive-led committees

Group Management Boards

Financial reporting forecasting

and sensitivity analyses

Group tax and treasury strategy,

policies and procedures

Climate-related reporting

Business unit, policies, procedures,

processes andsystems

Review of effectiveness of

system of internal control

Risk Appetite statement

Principal risk assessment including

emerging risks

Viability assessment

Group risk register

Key controls

Key risk indicators

Overview of internal financial controls

Risk management

The Committee is responsible for overseeing the

adequacy of internal controls and the work of Group

Internal Audit. The Board determines the extent and

nature of the risks it is prepared to take in order to

achieve the Group’s strategic objectives.

During the year the Board approved an

updated Risk Management policy, as well as

an updated risk appetite framework which

supports the implementation of the Group’s

risk management framework.

Following the Committee’s review and

recommendation, the Board agreed that

internal controls (including risk management

and managing climate-related emerging risks)

continue to be effective. This was in accordance

with the requirements of the FRC’s Guidance on risk

management, internal control and related financial

and business reporting. The Committee supported

the Board’s confirmation that no significant failings or

weaknesses have been identified during the financial

year. Processes are in place to ensure that necessary

action is taken, and progress is monitored where

areas for improvement are identified.

Internal financial controls

On a continual basis, the Committee reviews

the adequacy and effectiveness of the Group’s

system of internal financial controls, with an

overview of the framework shown on this page.

The Committee received detailed reports on

the operation and effectiveness of the internal

financial controls from members of the senior

management team. The outcome of the external

audit at the year end and the half year review are

considered in respect of internal controls. The

Committee also receives updates on the policies

and procedures in place and how these are

being communicated to and complied with by

the wider workforce.

2. Risk

management

3. Strategy, policy and

reviewprocedures

4. Underpinned by our assurance framework

Independent external audit Internal audit

1. The Governance

framework

REPORT OF THE AUDIT COMMITTEE continued

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Significant financial judgements, key assumptions and estimates

Any key accounting issues or judgements made by management are monitored and discussed with the Committee throughout the year. The table below provides information on the key issues discussed with the

Committee during the year and the judgements adopted.

Matter Key consideration Progress to date Conclusion

Determining appropriate

depreciation rates for vehicles

available for hire

Ensuring that depreciation rates are set

appropriately.

The Committee reviewed trends of vehicle residual values. In

addition, we reviewed papers prepared by management at each

reporting date which included a quantitative and qualitative

assessment of the current and forecast trends in the used vehicle

market, management of fleet and review of the Group’s depreciation

policy and accounting estimates in this context.

We challenged and debated the assumptions and judgements made

and were content with management’s assessment.

We agreed with management’s

assessment of depreciation rates to

be applied to the existing fleet and

their proposal for depreciation rates

on new vehicle purchases to be

applied in FY2026.

Claims due from insurance

companies and self-insuring

organisations

Ensuring that the carrying value of

insurance claims represents the best

estimate of the net claim value to be

recovered.

At each reporting date, the Committee reviewed papers prepared

by management which included management’s assessment of the

expected net claim values at each reporting date.

We challenged the underlying assumptions and significant areas of

judgement and were satisfied with management’s assessments.

We concluded that the judgements

made in determining net claim

values as at 30 April 2025 were

appropriate.

Impairment of group assets and

disclosure of exceptional items

Ensuring the recoverable amounts of

the assets held on the balance sheet

are in excess of carrying values and

that exceptional items are appropriately

presented.

The Committee reviewed a paper prepared by management

considering the presentation of certain items as exceptional or

reported outside of underlying results including impairment of

assets.

We challenged the assumptions made and were satisfied with

management’s assessment.

We reviewed management

assessments in calculating the

impairment of assets which have

been disclosed as exceptional

items, along with other costs that

have been presented outside of

underlying results and agree that

this presentation provides a clearer

comparison of the underlying

performance of the Group.

Financial statements and other

information

Fair and balanced presentation

of financial statements and other

information including use of appropriate

alternative performance measures.

The Committee considered the presentation of the financial

statements, including the presentation of reported results between

underlying and statutory performance, as well as evaluating how

financial results and alternative performance measures were used as

part of the Strategic report.

The Committee reviewed papers prepared by management at

each reporting date which outlined management’s judgement in

assessing whether any items should be classified as exceptional

items or otherwise excluded from underlying results to ensure that the

judgements made were reasonable and were in line with stated policy.

We concluded that the Annual

Report and Accounts, taken as

a whole, were fair, balanced and

understandable, and that the use of

alternative performance measures

was appropriate.

REPORT OF THE AUDIT COMMITTEE continued

Strategic report

Corporate

Governance

Financial

Statements

Other information

Strategic report

Corporate governance

Financial statementsOther information

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Key steps in the tender process:

External auditors

The Committee reviews and makes recommendations

regarding the appointment of the external auditors.

In making this recommendation, we consider

auditor effectiveness and independence including

consideration of non-audit fees and length of tenure of

the audit firm and senior members of the audit team.

The audit firm

In accordance with the provisions of the Statutory

Audit Services for Large Companies Market

Investigation (Mandatory Use of Competitive Tender

Process and Audit Committee Responsibilities)

Order 2014, the Group is required to carry out a

mandatory audit tender every 10 years. As PwC

were first appointed for the year ended 30 April

2015, a tender process was carried out for the

purposes of appointing an external auditor for the

year ending 30 April 2026.

The external audit tender process conducted during

the year is outlined on this page.

Tender of the external audit contract

The Committee commenced the audit tender

process at the start of the financial year in order to

allow for a fair and thorough process to be carried

out and allowing for other non-audit services to be

transitioned to alternative firms if required.

The tender approach and scoping was approved by

the Committee and it was agreed that the designed

selection criteria was transparent and non-

discriminatory, and was focused on audit quality

covering (independence, challenge and technical

competence. A decision panel was formed which

included members of the Audit Committee as well

as Executive Directors.

The Chairman of the Committee led the tender

process and chaired the selection panel, ensuring

that the selection of competing firms and the tender

process was run in a fair and balanced manner. The

Committee was supported by management who

provided participating firms with access to relevant

information to deliver a high quality proposal.

Shortlisting of firms and verifying independence

Information sharing

Tender proposals

Evaluation

Decision

The tender commenced with a review of all relevantly experienced firms participating in the market using publicly available information and through informal

meetings with potential participants. There was a pre-qualification stage to eliminate firms that were not deemed to have sufficient experience of auditing public

listed companies of a scale and complexity of the Group or were not adequately resourced in the geographical areas where the audit work would be performed.

Relevant sector experience was also taken into consideration. The Committee also reviewed the most recently published reports by the FRC and ICAEW on the

quality of audit firms.

A short-list of firms was prepared and four firms were formally invited to tender of which two firms accepted the invitation, including PwC as the incumbent firm.

A request for proposal outlined the process, the composition of the selection panel, key requirements and the scorecard which would be used in order to

determine the outcome of the tender. Competing firms were provided with access to relevant management information to design an audit plan. Further

information requests were permitted through a specified process to allow the firms to ask questions on the content provided in the data room or request further

information from management.

Each firm was invited to a series of meetings with the Committee Chairman, Executive Directors and senior management, providing an opportunity for the firms

to develop a deeper understanding of the business and the requirements of the audit scope.

Each firm provided an independence assessment at the start of the process, detailing services currently provided to the Group, and confirmation of their

ability to achieve independence within the required timeframe. These responses were reviewed by the Committee to assess consistency with the Group’s own

assessment and independence status was reconfirmed ahead of the conclusion of the process.

Each firm submitted a formal proposal document to the selection panel, followed by a presentation from the proposed engagement lead audit partners from

each firm which facilitated a robust discussion over the proposal including quality review ratings; technical expertise; understanding of the business and

industry; planned audit approach including the use of technology, team structure, implementation and transition.

Principal evaluation criteria used to assess the firms:

Quality of audit firm, including FRC scores, level of independent challenge

demonstrated and internal quality processes.

Strength of proposed team, partner experience in role, sector and with

publicly listed audits, wider team credentials and access to experts.

Understanding of the business and industry, including views of the

Group’s position within it, observations on the Group’s financial reporting

processes and reports, and potential areas for improvement.

Audit approach and use of technology including the approach towards

internal controls and accounting judgements

Following a detailed review of the performance of each firm during the process

and an evaluation against all criteria, the selection panel recommended PwC

for appointment as statutory auditors for the 2026 financial year, subject to

shareholder approval at the Company’s 2025 AGM. The decision recognised

the effectiveness of the audit in recent years, the strength of the team and

the firm’s commitment to future improvements in audit quality through

technology. Following the conclusion of the tender process the

Committee Chairman provided feedback to the participating

firms as well as thanking them for their efforts and commitment

throughout the process.

REPORT OF THE AUDIT COMMITTEE continued

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Non-audit fees

The Committee ensures that non-audit work may only be undertaken by the external auditor in limited

circumstances. All non-audit services are subject to the Committee’s prior approval. Non-audit services

provided by our external auditors are subject to a cap equal to 70% of the average annual audit fee for the

preceding three years.

Non-audit fees for services provided by PwC for the year amounted to £80,000 which included £71,000 for

the review of the interim financial statements. As the interim review work was required by legislation this is not

included for the purposes of comparing non-audit fees to the 70% cap included in the FRC’s guidance. The

remaining non-audit fees comprised of £6,000 relating to agreed-upon procedures in Spain as well as a total of

£3,000 for non-audit fees which was incurred for providing access to PwC online technical resources. The level

of non-audit fees is less than 1% of the three-year average audit fee.

Auditor effectiveness

The Committee carries out an annual assessment of the external auditors which entails reviewing the

effectiveness of the audit process and the objectivity and independence of the external auditors, both in

terms of the engagement team and the firm as a whole. In order to perform this assessment, the following

criteria are considered:

• the auditor’s safeguards to independence including the independence letter which annually confirms their

independence and compliance with the FRC Ethical Standard;

• the operation, and compliance with, the Group’s policy on non-audit work being performed by the auditors;

• how the auditors identified risks to audit quality and how these were addressed, including the controls the

auditors relied upon;

• the quality of the audit plan including identification of key risks, materiality assessment and scope of group

audit;

• how the auditors demonstrated professional scepticism and challenged management’s assumptions

where necessary; and

• assessment of the quality of the firm, including the reputation of the firm and the outcome of the FRC’s

inspection of PwC’s audit quality

In assessing how the auditors demonstrated professional scepticism and challenged management’s

assumptions, the Committee considered the depth of discussions held with the auditor, particularly in respect

to challenging the Group’s approach to its significant judgements and estimates. The Committee is satisfied

with the level of challenge raised by the audit partner and the team during the year.

The Committee concluded that the audit process was operating effectively.

Minimum standard

The FRC’s Audit Committees and the External Audit: Minimum Standard (the Minimum Standard) was

published in May 2023. The Committee’s concluded that no significant changes are required from how the

Committee currently operates. During the year, the Committee made use of the FRC’s best practice guides in

respect of the audit tender process discussed above.

Group Internal Audit

In fulfilling its duty to monitor the effectiveness of the Internal Audit function, the Committee has:

• reviewed the adequacy of the resources of the Group Internal Audit department;

• ensured that the Group Head of Internal Audit has direct access to the Chairman of the Board and to all

members of the Committee;

• conducted a one-to-one meeting with the Group Head of Internal Audit without management present; and

• approved the Group Internal Audit programme and reviewed quarterly reports by the Group Head of

Internal Audit, ensuring the Committee was satisfied with the quality of these reports.

The Committee concluded that the Group internal audit process had been conducted effectively and that the

quality of audit and reporting was rated highly.

Looking forward

In FY2026, the Committee will continue to support the Board as the business continues to execute its

strategy, embedding the Group’s governance framework, financial reporting systems, risk management

processes and internal controls in the context of the Corporate Governance Code 2024 changes.

Mark Butcher

Audit Committee Chairman

9 July 2025

REPORT OF THE AUDIT COMMITTEE continued

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Governance

Financial

Statements

Other information

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INTRODUCTION TO THE REMUNERATION REPORT

Dear stakeholder,

I am delighted to present the Directors’ Remuneration Report for the year ended 30 April 2025. During the year

the Remuneration Committee (the Committee) reviewed the Remuneration Policy to ensure that it continues

to be aligned to the Group’s strategy.

Review of Directors Remuneration Policy and implementation of a Value Creation Plan

(VCP)

Over the last year the Remuneration Committee has undertaken a comprehensive review of our long term

incentive arrangements in the context of business performance, share price performance, and the forward-

looking strategy. In recent years the Board believe that there has been a disconnect between share price

progression and the underlying performance of the ZIGUP group – despite strong profit performance against

market expectations, our multiple has declined during this period.

Faced with this disconnect, we concluded that a VCP could be the most suitable framework to generate value

for shareholders by incentivising management to accelerate value creation for shareholders and deliver a

material increase in the share price. We have designed a simple, clear, transparent, and leveraged incentive

plan where management will only benefit when there are strong returns for shareholders.

In developing the VCP we engaged extensively with our largest shareholders. There were mixed views

as we expected given that this structure is not commonly operated in the UK market, but, on the whole,

shareholders understood our challenge and were supportive of the concept of a VCP in the context of the

disconnect between ZIGUP’s share price and business performance.

The key features of the proposed plan are outlined below.

• Hurdle – there will be no pay-out under the plan unless the Company meets the stretching hurdle of share

price plus dividends paid during the period of £5.21, equivalent to approximately 18% annual growth in

total shareholder return.

• Pool – above this hurdle, management will participate in 10% of the value created for shareholders,

ensuring a fair split of returns between management and shareholders.

• Cap – the pool will be subject to a maximum share price and dividend cap of £8. The overall monetary

value of the pool therefore cannot exceed c.£63m (with a corresponding maximum of c.£19m for the

CEO), which would only be delivered where there has been over £1bn of shareholder value created.

• Time horizons – performance under the plan will be measured over the three-year performance period

starting on 1 May 2025 and ending on 30 April 2028. The plan includes a two-year holding period following

the vesting of any awards, ensuring that no shares are released for a five-year period, incentivising

sustainable decision making and creating value for shareholders.

• Participants – limited to the executive directors and members of the executive committee, being those

business leaders having the greatest influence over business performance, strategy and the delivery of

value creation.

• Allocation – the CEO will be allocated 30% of the VCP pool, and the CFO 15%; the remainder is distributed

among other eligible senior managers with the business unit heads receiving a higher share than the

functional roles.

We will be putting a revised Directors Remuneration Policy, including the new VCP to shareholder vote at the

AGM in September 2025.

Following extensive consultation

with shareholders we are proposing

to implement a VCP to incentivise

management to accelerate value

creation for shareholders.

John Pattullo

Remuneration Committee Chairman

Committee membership

Number of

meetings

John Pattullo 5/5

Mark Butcher 5/5

Avril Palmer-Baunack 5/5

Bindi Karia 5/5

Nicola Rabson 4/5

* Nicola Rabson could not attend one meeting

in the year due to a prior external commitment.

She informed the Committee in advance and

had an opportunity to provide comments to the

Committee Chairman ahead of the meeting.

Performance of the Group

Over the past 12 months, the business has taken

advantage of improving vehicle supply to grow

its Spanish fleet and refresh a significant portion

of the UK&I rental fleet, in what continues to be

a strong demand environment. We have also

invested in our people, technology and facilities

to deliver improvements in customer experience

and cost efficiencies, leading to industry leading

feedback scores, improved customer retention

and contract renewals.

At the same time a number of key industry

metrics normalised in the first half of the year,

including LCV residual values and replacement

vehicle hire days moving closer to historic

norms. These impacted aspects of our financial

performance as previously guided, principally

disposal profits in Spain and UK&I, and Claims &

Services EBIT margin.

Against this backdrop management have

continued to focus on what they can control,

delivering an excellent operational performance

and a financial performance ahead of market

expectations. The Group reported revenues of

£1,812.6m and underlying PBT of £166.9m.

We are delighted to have been awarded the

King’s Award in 2025, recognising the efforts

made in reducing the technical skills gap and

supporting the next generation of technicians.

This is combined with high levels of colleague

satisfaction at 75% overall and reflects our focus

on a long term, sustainable people strategy.

The new brand and strategic pillars have been

embedded within the business, providing

stronger group-wide consistency and focus. Our

efforts on reducing emissions both within our own

business and supporting the energy transition

for commercial fleets has also seen the business

achieve its near-term emissions targets.

This is a very strong overall performance in

shifting market conditions requiring dedication

and focus from across the executive and

management team to deliver.

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INTRODUCTION TO THE REMUNERATION REPORT continued

Remuneration outcomes for the year ended 30 April 2025

Annual bonus

The maximum annual bonus opportunity for the year was 125% of salary for the CEO. 75% of the award

was based on underlying PBT, with actual performance for the year being £166.9m, which was between

target and maximum. The remaining 25% was based on strategic and ESG targets, against which the Group

performed strongly. The CEO received an overall annual bonus of 75.85% of maximum. The Committee

considered this outcome in the context of performance in the year, further detail of which is provided

elsewhere in the Annual Report and Accounts, and determined that the outcome was appropriate and that no

discretion was required. 50% of the annual bonus is awarded in shares and subject to deferral for three years.

2022 LTIP vesting

The 2022 LTIP awards were granted in July 2022 subject to challenging underlying PBT and EPS targets.

Following solid delivery over the three-year performance period, the target for EPS has been fully achieved, and

the PBT outcome was delivered between threshold and target. Awards will therefore vest at 69.6% of maximum

on 13 July 2025. The Committee is satisfied that these outcomes are consistent with the overall business

performance over the relevant performance period and that no discretion is required. Awards for Executive

Directors are subject to a two-year post vesting holdingperiod.

CFO transition

In October 2024, the Company announced that Philip Vincent had taken the decision to step down from the

Board, following six years of service, Philip was paid his salary, benefits and pension up to the date he left

the Company in March 2025. There was no further compensation payable in respect of his loss of office and

all unvested options under the LTIP lapsed under the terms of the scheme. Additionally, he was not entitled

to a bonus for the year ended 30 April 2025. Philip remains subject to the post-employment shareholding

guideline.

The Company announced on 3 February 2025 that, following a robust search process, Rachel Coulson

would join the Group as CFO in August 2025. Rachel will be appointed on a salary of £400,000, below that of

her predecessor reflecting that this is her first group CFO role. The Committee may make salary adjustments

greater than the wider workforce in the future as she develops and performs in the role. The pension

contribution and annual bonus opportunity are in line with our policy. Rachel will also participate in the VCP

alongside other members of management. There will also be awards made to compensate Rachel for awards

that will be forfeited upon leaving her previous employer. These mirror the form, value, and time horizons of

forfeited awards. The anticipated maximum value of Rachel’s buyout is £550,000. Full details will be provided

in the Directors’ Remuneration Report next year.

Operation of policy for FY2026

Base salary

The CEO’s salary has been increased by 2% to £659,386. This salary increase is aligned with the rate

applied to mid and senior management levels and below the average 4% pay increase across the wider UK

business.

Pension

Executive Director pension levels remain aligned to the majority of the UK workforce (currently 4% of salary).

Annual bonus

There are no changes to the maximum opportunity for FY2026 (125% of salary for the CEO and 100% of

salary for the CFO) or to the performance measures, with the annual bonus continuing to be based 75% on

PBT performance and 25% on strategic and operational measures including ESG. Half of any bonus earned

net of taxes will be used by the Executive Directors to purchase shares, which will be subject to a three-year

holding period and cannot be sold during that time.

Long term incentive plans

Executive Directors and other eligible senior managers will participate in the VCP as outlined above.

Wider workforce pay and benefits

In FY2025, the Group made pay increases to colleagues at lower salary levels of between 2% and 7%, and

a capped 2% rise at mid to senior levels. FY2025 also saw a 24% increase in the number of colleagues

participating in the SAYE scheme compared to previous years. Since 2022 the Company has made an

annual grant of Free Shares to eligible colleagues up to the value of £500. The first set of awards were made

to 4,904 colleagues and are due to vest in December 2025. The Group continues to recognise the financial

challenges which face many colleagues, and following the launch of Wagestream’s savings product, 1,031

colleagues have opened a savings account. There has been a total investment of £625,000 by colleagues

saving directly from their salary. In the Group’s Spanish business, greater focus was given to financial

wellbeing through the introduction of the Northgate Savings Club which broadened and enhanced the

benefits available to our Spanish colleagues.

There has been a focus during FY2025 to improve awareness of colleague benefits, resulting in a 4%

increase in the number of colleagues accessing Benefits HUB. Initiatives like the benefits road shows piloted

across the Auxillis and Principia businesses in the UK, have helped colleagues better understand the value

of the benefits that are available to them. Awareness has also increased due to a new benefits booklet called

‘work perks’, and a new app making access to Benefits HUB easier for our remote-working colleagues.

Following the recent colleague engagement survey there has been a 10%ppts increase in the number of

colleagues from Auxillis and Principia “agreeing” or “strongly agreeing” with the statement, “I value the

benefits that are available from my company”. Across the UK the number of colleagues opting into additional

benefits increased by almost 95% across a 12-month period.

In response to colleagues’ feedback, the UK business communicated to colleagues that ‘Holiday Flex’

would be introduced in 2025. The business recognises that colleagues want more flexibility to decide how

to use their annual leave (in line with working time regulations), and this new scheme will give colleagues

the opportunity to buy or sell up to one week of annual leave per year. Additionally, holiday entitlement was

increased for colleagues within FMG RS to align with the wider UK business.

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INTRODUCTION TO THE REMUNERATION REPORT continued

Board engagement with wider workforce

The Group continues to engage regularly with the wider workforce. During FY2025 in the UK and Ireland the

Employee Engagement Forum was relaunched as The Voice Network (the Forum) with a refreshed terms

of reference and purpose. The Forum is chaired by a senior member of the Group Management Board and

includes representatives from across the business and group functions. To improve communication and

feedback channels further, the Forum now comes together more frequently, in person, six times a year.

During the last 12 months the Forum has been instrumental in supporting initiatives such as the introduction

of Holiday Flex, the launch of the colleague benefits booklet, the identification of Charity Ambassadors

across the Group, and in raising awareness of the importance of mental health. In Spain, greater focus was

given to wellbeing support, with the introduction of Savia, a 24/7 wellness platform. Additionally, following a

successful consultation process with the workers’ councils a single framework for collective bargaining has

been agreed and implemented across 14 branches in Spain during FY2025. In FY2026 the Group remains

committed to maintaining an effective dialogue between senior management and the wider workforce

through the introduction of local forums across the Group.

Colleague engagement

The Group reviewed and discussed the results of its fifth annual Have Your Say colleague survey. Keythemes

emerging included: continued recognition from colleagues that they are proud of the service they provide

to customers, acknowledgement from colleagues that collaboration and teamwork across the Group has

improved (which was previously identified as an opportunity for improvement) and importantly colleagues

feel valued by their manager and the Group for their contribution to the Group’s success. Some areas

for improvement were also noted through the survey which included: whilst colleagues’ perception of

senior leaders is largely positive there is an opportunity for senior leaders to increase their presence and

continue to demonstrate progress against the strategic pillars and share more insight into long term growth

opportunities. Overall, attrition has reduced across the Group by 6ppts which demonstrates our focus on

people is having a positive impact on colleagues.

Conclusion

The Committee feels it has successfully balanced its responsibilities to retain and motivate senior leaders,

support the broader workforce and align with the interests of all stakeholders. Following the conclusion of an

extensive consultation process we are proposing the introduction of a VCP, and we have taken significant

steps to enhance colleague engagement.

I would like to thank our shareholders for their valuable input to the development of the VCP and thank my

fellow Committee members for all their hard work through the year. We look forward to your support for

the revised Directors Remuneration Policy and Annual Remuneration Report at the upcoming AGM in

September.

John Pattullo

Remuneration Committee Chairman

9 July 2025

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Martin Ward Philip Vincent

12.5% out of 12.5%

3.75% out of 7.5%

REMUNERATION AT A GLANCE

Aligning remuneration

with our strategy.

We aim to align the total remuneration for our Executive Directors to ourstrategy through a combination

of fixed pay, bonus and long term incentives, underpinned by stretching performance targets.

Elements of

Executive Director

remuneration

Short term Long term

Fixed Variable

+ + + + =

Salary

Pension

and

benefits

VCP

Total

remuneration

Annual cash

bonus

Annual

bonus

deferred into

shares released

after 3 years

Executive Directors pay, in FY2025 How performance was reflected in executive pay in FY2025

Underlying PBT

£166.9m

Underlying EPS

58.4p

* Philip Vincent stepped down from the Board on 28 March 2025 and

remuneration is shown to this date. He was not entitled to receive

an annual bonus and all unvested share awards were forfeited on

that date.

(£’000)

Martin Ward Philip Vincent*

Salary, pension and benefits 690 417

Annual bonus 613 Nil

LTIP vesting 575 Nil

Total Remuneration 1,878 417

FY2025 annual bonus targets

Stretch target Actual outcome

Outcome

(% of max. award) Outcome

75% PBT £171.3m £166.9m 73% 54.60%

25% strategic/non-financial objectives including

sustainability and environmental goals

85% 21.25%

Total for the overall award outcome 75.85%

Vesting of 2022 LTIP^

Stretch target Actual

Outcome

(% of max. award)

PBT 50% of total LTIP £175.0m £166.9m 39.2%

EPS 50% of total LTIP 55.8p 58.4p 100%

Total award 69.6%

5% out of 5%

Deliver

Grow

Enable

^ Assessed over a three-year performance period to 30 April 2025

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REMUNERATION AT A GLANCE continued

Remuneration across the Group.

Remuneration policy and implementation for FY2026

Fixed pay

CEO – £659,386 (2% increase)

CFO – £400,000 on appointment

Pay increase of 2% aligned to senior

management and below average for the wider UK

workforce of 4%. Pension rate of 4% aligned to

wider workforce

Annual bonus Measures

CEO – Maximum opportunity 125%

CFO – Maximum opportunity 100%

50% paid in cash, 50% deferred to shares

subject to a three-year holding period

75% based on financial (PBT) performance

25% based on strategic and operational

measures (including ESG)

VCP Measures

Participants will have the opportunity to share

in 10% of the value created (share price plus

dividends) over and above a hurdle of £5.21 over the

period 1 May 2025 to 30 April 2028

The CEO’s share is 30% of the pool and the CFO’s

share in 15%

Value creation (share price plus dividends)

Shareholding requirements

200% of salary

Shares equivalent in value to 200% of salary at the time of cessation, for a period of two years from the date

they cease to be an Executive Director.

Ensuring shareholder value.

• 50% of the annual bonus is awarded in shares subject to a three-year holding period

• Share ownership guidelines set at 200% of salary with a two-year post-employment holding period

• As at 30 April 2025 both Martin Ward and Philip Vincent met the target of holding shares equivalent

in value of at least 200% of basic salary

• TSR targets included for the LTIP award made in the year, in order to create clear alignment between

Executive Directors’ interests and value created for shareholders

• A new VCP is being implemented to incentivise management to accelerate shareholder value creation

Wider workforce pay and benefits.

Martin Ward

Above 100% of guideline

Philip Vincent*

Executive Directors’ shareholding

Further detail can be found in the pages of the Remuneration report

pages 107 to 114

33%

of UK colleagues enrolled in

Wagestream following the

launch in FY2024

over 80%

colleague participation in

annual Have Your Say Survey

The Voice

Network

launched in the year across the UK

and Ireland

57%

of our Spain colleagues

enrolled in Northgate

Savings club

75%

of our UK and Ireland

colleagues enrolled in our

Benefits Hub, up 4% on FY2024

and 7%

range of pay awards in

the year

* On the date of stepping down from the Board, with this shareholding subject to two year

holding period.

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DIRECTORS’ REMUNERATION REPORT

This part of the Directors’ Remuneration Report sets out the Remuneration Policy (the Policy) for the

Directors and has been prepared in accordance with the Companies Act 2006, The Large and Medium-

sized Companies and Groups (Accounts and Reports) (Amendment) Regulations 2013, the Companies

(Miscellaneous Reporting) Regulations 2018, the UK Corporate Governance Code and the UK Listing Rules.

The Group’s existing Directors’ Remuneration Policy was approved by shareholders at the Company’s AGM

in September 2023. Subject to shareholder approval, this revised Policy will take effect from the 2025 AGM

and is intended to apply until the 2028 AGM.

The key change under the Policy is the introduction of a Value Creation Plan (VCP) to operate in place of

the existing Long Term Incentive Plan (LTIP). The letter from the Remuneration Committee Chairman (the

Committee Chairman) sets out the strategic rationale and design process for the proposal of the revised

Policy and highlights how proposed changes are in alignment with the overarching strategy of the Group.

The VCP is structured to be a simple, transparent and leveraged incentive plan which looks to incentivise

management to generate substantial value for shareholders. The Committee gave extensive consideration to

the long term incentive framework which included a detailed review of alternative structures and it was ultimately

decided that the VCP was the most suitable framework to incentivise the delivery of the Group’s strategy. Other

minor changes have been made to the wording of the Policy to aid operation and to increase clarity.

Throughout the process of reviewing the Policy, the Committee took into account the UK Corporate

Governance Code (the Code), shareholder views, wider workforce remuneration and emerging best practice

in relation to Executive Director remuneration. The Committee also considered input from management and

our independent advisers.

How the views of shareholders are taken into account

The Committee considers the views of its shareholders to be paramount in determining remuneration

policy. In developing this Policy, the Committee Chairman consulted with our largest shareholders and the

proxy agencies on a number of occasions and took into account their feedback in developing the Policy.

Whilst there were mixed views on the introduction of the VCP, on the whole shareholders were broadly

supportive of the concept in the context of the disconnect between ZIGUP’s share price and business

performance. Following feedback from some shareholders, the Committee refined and clarified the design

of the plan including raising the base price used to determine the minimum plan hurdle and clarifying how

share buybacks would be treated to ensure that management will not be disincentivised to undergo a share

buyback. Further context is provided in the letter from the Committee Chairman.

Consideration of employment conditions elsewhere in the Group

When setting the policy for the Executive Directors, the Committee takes into account the overall approach

to reward and the pay and employment conditions of other colleagues in the Group. Salary increases will

ordinarily, in percentage terms, be no more than those of the wider workforce and the Committee also

reviews colleague remuneration practices and trends across the Group and these are taken into account

when making decisions about Executive Directors’ remuneration.

As part of the Committee’s broader remit under the Code, the Committee reviews the Group’s wider

remuneration policies and practices with the objective of ensuring an appropriate cascade of policy from

Executive Directors to the rest of the business. The Group has enhanced colleague engagement across

the business through the Employee Engagement Forum which during the year was relaunched as the

Voice Network with a refreshed purpose. This is chaired by a senior member of the Group Management

Board and is designed to help the Board understand the views of the workforce and to ensure feedback

between the workforce and the Board on an ongoing basis. There was engagement with colleagues via the

Employee Engagement Forum during the year in relation to Group remuneration matters and how executive

remuneration aligns with the Group’s wider pay policy.

The Policy for Directors

The Committee aims to ensure that Executive Directors are fairly and competitively rewarded for their

individual contributions by means of basic salary, benefits in kind and pension benefits.

High levels of performance are incentivised and shareholder alignment is created for Executive Directors

through the annual bonus scheme (with an element deferred into shares) and the VCP, which is delivered in

shares and measures performance over a longer period.

The Committee’s policy is to focus on longer term sustained performance of the Group by applying greater

weighting to the variable elements of executive remuneration. This is done by paying a significant proportion

of the potential remuneration package in shares, to ensure that Executive Directors have a strong ongoing

alignment with shareholders through the Company’s share price performance. The Committee considered

that the introduction of the VCP creates an enhanced focus on growth in value for shareholders.

How the Committee considers that the Policy meets the following factors in Provision 40 of the UK Corporate Governance Code:

Clarity The Policy is set out in a concise and transparent manner. We engage with shareholders

periodically on executive pay to ensure it is well understood and that their feedback is

considered. We provide disclosure in straightforward and concise terms with maximum

award levels being clearly defined.

Simplicity Remuneration structures are simple and transparent, whilst at the same time incorporating

the necessary structural features to ensure a strong alignment to performance.

Risk Awards under the Policy are subject to malus and clawback provisions. The performance

conditions are reviewed annually to ensure that they remain suitable. The Committee also

has the right to override formulaic outcomes if it concludes that the outcomes do not reflect

underlying performance. To avoid conflicts of interest, Committee members are required

to disclose any conflicts or potential conflicts ahead of Committee meetings. No Executive

Director or other member of management is present when their own remuneration is under

discussion.

Predictability Incentives are capped in the Policy and the reward scenarios show what the pay-out may

be under different performance scenarios.

Proportionality The link between each element of the Policy and the Group’s strategy is noted in the table

on pages 108 to 109. Variable pay is subject to a combination of financial and non-financial

measures that are linked to the Group’s strategy. VCP holding periods (as well as the

holding periods for inflight LTIP awards) and shareholding requirements (including post-

exit) all ensure alignment to long term value creation and strategic goals.

Alignment to

culture

We seek to align incentives to the Group’s values from time to time and the Policy for our

Executive Directors is designed in accordance with the same principles that underpin

remuneration for the wider colleague population.

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DIRECTORS’ REMUNERATION REPORT continued

Purpose and link to strategy Operation Maximum opportunity

Base salary

To recruit, reward and

retain executives of a

suitable calibre for the role

and duties required.

Normally reviewed annually by the Committee, taking account the Group’s performance, individual

performance, changes in responsibility, changes in the size and complexity of the business and levels

of increase for the broader UK population.

Consideration is also given to remuneration levels within relevant FTSE index and industry comparator

companies.

The Committee considers the impact of any base salary increase on the total remuneration package.

There is no set maximum salary or salary increase but salary increases for Executive Directors

will not normally exceed the general increase for the broader colleague population. In certain

circumstances, for example but not limited to, changes in the scope, or responsibility of the

role, changes in the size of the Group or where there has been a significant change in market

practice or to allow the base salary of newly appointed executives to increase in line with

their experience and contribution, higher increases may be awarded and the Committee will

communicate the rationale to shareholders as appropriate.

Details of the outcome of the most recent salary review are provided in the Directors’

Remuneration Report.

Benefits

To provide market

competitive benefits to

ensure the wellbeing of

executives.

The Company typically provides:

• A car or cash allowance in lieu;

• Medical insurance;

• Death in service benefits; and

• Critical illness insurance.

Executive Directors are also entitled up to 30 days’ contractual annual leave per annum and such other

leave as the Company offers to colleagues from time to time.

The Committee may introduce other benefits if it is considered appropriate to do so.

Reimbursement of all costs associated with reasonable expenses incurred for the proper performance

of the role including tax thereon where a business expense is deemed taxable by HMRC.

Where an Executive Director is required to relocate, appropriate one off or ongoing relocation benefits may be

provided (e.g. housing, education etc), which may include a cash payment to cover reasonable expenses.

Where appropriate, benefits may include any tax thereon.

Executive Directors may participate in the SIP and SAYE up to HMRC approved limits, and any other

all-colleague plans on the same basis as other colleagues.

The value of benefits is based on the cost to the Company and is not predetermined.

Pension

To provide market

competitive retirement

benefits.

A Company contribution to a group personal pension plan or provision of cash allowance in lieu at the

request of the individual or a combination of the two.

The maximum annual pension contribution or cash allowance is in line with the rate

typically applicable for the workforce in the country in which the Executive Director is

based. The current Executive Directors are based in the UK, and the Committee has

determined that the rate available to the wider workforce that should be used for this

purpose is currently 4%.

Annual bonus

To encourage and reward

delivery of the Group’s

operational objectives and

to provide alignment with

shareholders through the

deferred share element.

The annual bonus is based on performance against one or more financial targets. A proportion may

also be based on non-financial or individual measures. At least 50% of the bonus will be based on

financial measures. Performance is normally assessed over a financial year.

There will normally be a financial underpin to the non-financial element of the bonus. The Committee

will assess the pay-out under the non-financial element if the financial underpin is not met, and would

normally expect to use discretion to reduce the non-financial element in these circumstances.

Details of the performance measures, weightings and targets (where these are not considered

commercially sensitive) will be provided retrospectively in the Annual report on remuneration.

Half of any bonus earned net of taxes will be used by the Executive Directors to purchase shares which

will normally be subject to a three-year holding period and cannot be sold during that time.

The Committee has the discretion to adjust the formulaic outcome of the annual bonus where it considers

it is not appropriate taking into account such matters as it considers relevant including without limitation the

underlying performance of the Group, investor experience, wider colleague or stakeholder experience.

Recovery and withholding provisions apply as outlined on page 110.

Maximum opportunity: 150% of salary for CEO and; 100% of salary for other Executive

Directors.

Target: Normally 50% of maximum.

Threshold: No greater than 25% of maximum.

For performance below threshold, no bonus is payable.

For FY2026 the maximum annual bonus for the CEO will be 125% of base salary.

For FY2026 the maximum annual bonus for the CFO will be 100% of base salary.

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DIRECTORS’ REMUNERATION REPORT continued

Purpose and link to strategy Operation Maximum opportunity

Value Creation

Plan

To incentivise

management to

accelerate value creation

for shareholders.

Grant of one-off VCP awards.

The VCP pool will be determined based on the creation of shareholder value above a hurdle over a

three-year performance period from 1 May 2025 to 30 April 2028.

The VCP pool will be determined by the Committee based on the share price at the end of the

performance period plus the aggregate dividends paid over the performance period in excess of the

hurdle. Any value returned to shareholders via a share buyback during the period will also be added to

the pool value for the purpose of determining value creation.

The minimum share price and dividend hurdle is £5.21.

Participants in the VCP will be entitled to receive a portion of 10% of the value created above the hurdle

over performance period.

If the hurdle has not been achieved, no value will be delivered to participants.

The award is normally subject to a three-year performance period. Any VCP value will be converted

into Company shares at the end of the performance period and will normally be subject to a two-year

holding period.

The Committee has the discretion to adjust the formulaic outcome of the VCP where it considers it is not

appropriate, taking into account such matters as it considers relevant including without limitation the

underlying performance of the Group, investor experience, wider colleague or stakeholder experience.

Recovery and withholding provisions apply as outlined on page 110.

The Committee retains discretion to administer the VCP in accordance with the VCP plan rules.

10% of the value created will be split among the participants as follows:

• CEO 30%

• CFO 15%

• The remaining 55% will be split across the rest of the management team.

The maximum payout under the VCP will be capped at a share price and aggregate

dividends over the period of £8 (the cap).

Non-Executive Director

Fees

To attract and retain a

high calibre Chairman and

Non-Executive Directors

by offering a market

competitive fee level.

The Chairman is currently paid a consolidated single fee for all their responsibilities. The Non-

Executive Directors are paid a basic fee. The Chairs of the main Board Committees and the Senior

Independent Director are paid an additional fee to reflect their extra responsibilities.

Additional fees may be paid for new roles and/or additional responsibilities and/or time commitments.

The level of these fees is reviewed periodically by the Committee for the Chairman and by the

Chairman and Executive Directors for the Non-Executive Directors within the overall limit set by the

Articles of Association and with reference to market levels in comparably sized FTSE companies, time

commitment and responsibilities of the Non-Executive Directors. Fees are paid in cash.

The Chairman and Non-Executive Directors are not normally entitled to participate in any of the

Group’s incentive plans or pension plans.

Reimbursement of all reasonable expenses including costs associated with reasonable expenses,

such as tax payable on expenses, incurred for the proper performance of the role.

Additional benefits (including the tax thereon) may be introduced if considered appropriate.

The maximum aggregate amount is currently £700,000 as provided in the Articles of

Association but this amount may be increased or decreased in accordance with the

Company’s Articles of Association from time to time.

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Recovery and withholding provisions

Recovery and withholding provisions apply under the annual bonus, LTIP and the VCP to all participants in

the event of misconduct, an error in or restatement of the Group’s accounts, error in assessing performance

criteria and/or (in respect of the VCP) pool value and participation percentage corporate failure, serious

reputational damage, failure of risk management, misrepresentation or such other exceptional circumstances

as the Committee determines. For LTIP and VCP awards, these provisions normally apply for a period of

three years from the date at which performance has been determined by the Committee.

Choice of performance measures and approach to target setting

The annual bonus is based on performance against one or more financial measures and may also include

an element of non-financial/individual measures if the Committee considers it appropriate, all based on the

priorities for the business in the year ahead. The Committee will set performance targets taking into account

market and investor expectations, prevailing market conditions and the Group’s business plan for the year.

Awards under the VCP will be based on shareholder value creation above the relevant hurdle as determined

by the Committee. The hurdle has been set at a stretching level and management will only receive any value

from the plan where there have been significant shareholder returns.

The measures and targets for outstanding awards are set out in the relevant Annual Report on Remuneration.

Annual bonus plan and share plan policy

The Committee will operate its VCP, LTIP, SIP, SAYE and any other share or bonus schemes that it maintains

or introduces from time to time according to the rules of each respective plan and consistent with normal

market practice and the Listing Rules, including flexibility in a number of regards.

Factors over which the Committee will retain flexibility include (albeit with quantum and performance targets

restricted to the descriptions detailed above):

• How to determine the size of an award, a payment, or when and how much of an award should vest;

• How to deal with a change of control or restructuring of the Group;

• Other than in the case of stated good leaver reasons, whether a Director is a good/bad leaver for incentive

plan purposes and whether and what proportion of awards vest at the time of leaving or at the original

vesting date(s) as relevant;

• How and whether an award may be adjusted in certain circumstances (e.g. for a rights issue, a corporate

restructuring or for special dividends).

The terms of the VCP and LTIP rules provide the Committee with the discretion to grant and/or settle

all or part of a VCP or LTIP award in cash. In practice this discretion would only be used in exceptional

circumstances for Executive Directors or to enable the Company to settle any tax or social security

withholding which may apply.

The Committee may vary or substitute any performance measure applying to the incentive schemes

(including altering the weighting of performance measures or how the VCP pool is determined) if an event

occurs which causes it to determine that it would be appropriate to do so (which may include an acquisition),

provided that any such variation or substitution is fair and reasonable and (in the opinion of the Committee)

the change would not make the measure materially less demanding. If the Committee were to make such a

variation, an explanation would be given in the next Directors’ Remuneration Report.

All historic awards that were granted under any current or previous share schemes operated by the Company

but remain outstanding will normally remain eligible to vest based on their original award terms.

Share ownership requirements

The Executive Directors are normally expected to accumulate, over a period of five years from the date of

appointment, a holding of ordinary shares of the Company equivalent in value to 200% of their basic annual

salary, measured annually.

It is intended that this should be achieved primarily through shares acquired on the exercise of share incentive

awards and from the deferral of annual bonus and that Directors are not required to go into the market to

purchase shares, although this is encouraged and any shares so acquired would count towards meeting the

guidelines. Executive Directors are expected to retain all shares which they are required to acquire with annual

bonus payments and all vested LTIP, VCP, or other awards, subject to sales to meet tax obligations and the

Committee’s discretion in exceptional circumstances, until the ownership requirement is met.

Executive Directors are expected to hold the lower of (1) shares held on cessation and (2) shares equivalent

in value to 200% of salary at the time of cessation, for a period of two years from the date they cease to be

an Executive Director. The Committee retains discretion to waive this guideline if is not considered to be

appropriate in the specific circumstances.

Differences in remuneration policy for Executive Directors compared to other colleagues

The Policy for the Executive Directors is designed with regard to the policy for colleagues across the Group

as a whole. For example, the Committee takes into account the general basic salary increases for the

broader UK population when determining the annual salary review for the Executive Directors. There are

some differences in the structure of the remuneration policy for the Executive Directors and certain other

senior colleagues as against colleagues across the Group more broadly, which the Committee believes are

necessary to reflect the different levels of responsibility of colleagues across the Group.

The key differences in remuneration policy between the Executive Directors and colleagues across the

Group are the increased emphasis on performance related pay and the VCP plan is only applicable to the

Executive Directors and the Executive Committee. Other senior managers will be awarded a long term

incentive award These are not provided outside of the most senior managers as they are reserved for those

considered as having the greatest potential to influence group performance.

External Non-Executive Director positions

Subject to Board approval, Executive Directors will normally be permitted to take on one non-executive

position with another company and will normally be permitted to retain their fees in respect of such positions.

Approach to recruitment and promotions

The remuneration arrangements for a Director will be set in accordance with the terms of the Company’s

policy in force at the time of appointment, with each element subject to the limits as specified in the Policy

table above.

The salary for a new Executive Director will be set by reference to a number of factors including their

previous experience, and may be subject to phased increases over the first few years as the executive gains

experience in their new role.

DIRECTORS’ REMUNERATION REPORT continued

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The Committee may buy-out incentive pay, which would be forfeited by reason of leaving the previous

employer, in order to secure an appointment, when it considers this to be in the best interests of the Company

and its shareholders.

Any buy-out will take into account and replicate as far as possible, the form (cash or shares), delivery

mechanism, performance measures, timing and expected value of the remuneration being forfeited and such

other specific matters as the Committee considers relevant. Buy-outs are not subject to the maximum limits

described above.

Other benefits, remuneration or contractual entitlements may also need to be bought out and the Committee

will use its judgement as to the most appropriate way to structure this taking into account the principle that

terms should be no more generous than those forfeited.

For an internal appointment to an Executive Director role, any variable pay element awarded in respect of

their prior role will be allowed to pay out according to its terms. In addition, any other ongoing remuneration

obligations existing prior to appointment may continue, if relevant.

For any new Executive Directors appointed over the lifecycle of this Policy, the Committee may grant an

award under the VCP only where another VCP participant has forfeited their award due to leaving (i.e. the

sum of VCP pool allocations will not exceed 100% of the pool). For new appointments, the Committee

reserves the right to grant an LTIP award in place of a VCP award in accordance with the terms set out

under the previous Remuneration Policy. Where such awards are granted, the Committee will select the

performance measures that it considers best support the Group’s medium to long term objectives, although

these will normally be aligned with other LTIP participants in the Group. The conditions of any LTIP award

and the maximum opportunities will be in line with the terms set out under the Policy approved at the 2023

AGM. For completeness, the maximum award level in the 2023 Policy, which will apply in this case, is 150%

of salary with an exceptional award limit of 250% of salary. Awards would normally be granted annually in the

form of conditional shares or nil-cost options with a three-year performance period followed by a two-year

post-vesting holding period.

For external and internal executive appointments, the Committee may agree that the Company will meet

certain relocation and other incidental expenses and associated taxation as appropriate. Other elements may

be included where the Committee considers this appropriate taking into account the specific circumstances

of the recruitment, for example: (i) an interim appointment being made to fill an Executive Director role on a

short term basis; and (ii) if exceptional circumstances require that the Chairman or a Non-Executive Director

takes on an executive function on a short term basis.

For the appointment of a new Chairman or Non-Executive Director, the fee arrangement would be set in

accordance with the approved remuneration policy in force at that time.

Service contracts and payments for loss of office

The Committee reviews and approves the contractual terms for new Executive Directors to ensure that these

reflect best practice.

Service contracts normally continue until the Director’s agreed retirement date or such other date as the

parties agree. The service contracts contain provision for early termination. In line with best practice equal

notice periods will apply to the Executive Directors and the Company and these will normally be six months,

although in exceptional circumstances a notice period may be agreed of up to a maximum of 12 months.

An Executive Director’s service contract may be terminated without notice and without any further payment

or compensation, except for sums accrued up to the date of termination, on the occurrence of certain events

such as gross misconduct. If the employing company terminates the employment of an Executive Director in

other circumstances, compensation is limited to salary due for any unexpired notice period and any amount

assessed by the Committee as representing the value of other contractual benefits (including pension) which

would have been received during the period. Payments would normally be subject to mitigation. Service

contracts are available for inspection at the Company’s registered office.

In circumstances in which a departing Director may be entitled to pursue a legal claim, the Company may

negotiate settlement terms and, with the approval of the Committee on the remuneration elements therein,

enter into a settlement agreement accordingly.

In summary, the contractual provisions are as follows:

Provision Detailed terms

Notice period Current Executive Directors: normally six months from the Director and six months

from the Company.

Any future Executive Directors: normally six months’ notice from both the Company

and the Director (up to a maximum of 12 months in exceptional circumstances).

Termination period Base salary plus benefits (including pension), subject to mitigation and paid on a

phased basis for notice period (unless the Committee determines otherwise).

In addition, any statutory entitlements or sums to settle or compromise claims in

connection with the termination would be paid as necessary.

Remuneration

entitlements

A bonus may also become payable for the period of active service, which will

normally be pro-rated for time, along with vesting of outstanding share awards (in

good leaver circumstances – see below).

In all cases performance targets would apply.

Change of control There are no enhanced terms in relation to a change of control.

Any share based entitlements granted to an Executive Director under the Company’s share plans will be

determined based on the relevant plan rules. The requirement to hold deferred bonus shares will normally

continue on their original time horizons. The default treatment for other awards is that any outstanding

awards lapse on cessation of employment. However, in certain prescribed circumstances, ‘good leaver’

status can be applied. For VCP awards, these circumstances include death, ill-health, injury, disability,

transfer of the colleague’s employing business out of the Group or other circumstances at the discretion

of the Committee. For other share-based awards, the circumstances include death, ill health, redundancy,

retirement with the agreement of the Committee, transfer of the colleague’s employing business out of

the Group or other circumstances at the discretion of the Committee (taking into account the individual’s

performance and the reasons for their departure).

Under the VCP and LTIP, awards held by good leavers will usually be scaled back with respect to the actual

period of service and vest at the usual time and be subject to the holding period, unless the Committee

determines otherwise. For share awards under the VCP and LTIP held by good leavers, awards remain

subject to the performance conditions. In the case of death, awards may vest early normally taking into

account performance (and in the case of the VCP, the Executive Director’s share of the value of the VCP

pool); time pro-rating may be disapplied at the discretion of the Committee.

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8,000

7,000

6,000

5,000

4,000

3,000

2,000

1,000

Minimum Minimum£6 share

price

CEO CFO

£6 share

price

£7 share

price

£7 share

price

£8 share

price

£8 share

price

Fixed Bonus VCP

100%

24%

14%

62%

28%

13%

59%

1,528

431

7,840

5,581

2,911

2,858

3,987

13%

15%

73%

15%

14%

71%

11%

81%

11%

10%

79%

Executive Director total remuneration at different levels of performance (£000)

704

On a change of control, awards will normally vest subject to a performance assessment at that time and

usually be scaled back for the actual period of service, unless the Committee determines otherwise.

For all leavers, the Committee may also determine to make a payment in reimbursement of a reasonable level

of outplacement and legal fees in connection with a settlement agreement as well as any statutory entitlement.

All Non-Executive Directors have letters of appointment with the Company for an initial period of three years,

subject to annual reappointment at the AGM. These are available for inspection at the Company’s registered

office.

This policy provides for a notice period for the Chairman of up to six months and for other Non-Executive

Directors up to three months.

The appointment letters for the current Non-Executive Directors provide that no compensation is payable on

termination, other than accrued fees and expenses.

Legacy arrangements

The Committee reserves the right to make any remuneration payments and/or payments for loss of office

(including exercising any discretions available to it in connection with such payments) notwithstanding that

they are not in line with the Policy set out above where the terms of the payment were agreed: (i) before

the Policy set out above came into effect, provided that the terms of the payment were consistent with any

shareholder-approved Directors’ remuneration policy in force at the time they were agreed; or (ii) at a time

when the relevant individual was not a Director of the Company (or other persons to whom the Policy set out

above applies) and, in the opinion of the Committee, the payment was not in consideration for the individual

becoming a Director of the Company or such other person. For these purposes, ‘payments’ includes the

Committee satisfying awards of variable remuneration and, in relation to an award over shares, the terms

of the payment are ‘agreed’ no later than at the time the award is granted. This Policy applies equally to any

individual who is required to be treated as a Director under the applicable regulations.

LTIP awards granted under previous policies will continue to vest I accordance with the terms of those policies.

Reward scenarios

The Policy results in a significant portion of remuneration received by Executive Directors being dependent

on the Group’s performance. The chart on this page illustrates how the total pay opportunities for the

Executive Directors vary under four different performance scenarios: fixed pay only, share price of £6 (incl.

dividends), share price of £7 (incl. dividends) and maximum (share price of £8 incl. dividends). As the VCP

will be the only long term plan in operation, the values have been annualised over the three years.

Salary levels (on which other elements of the package are calculated) are based on those applying on 1 May

2025. The value of taxable benefits is based on the cost of supplying those benefits (as disclosed) for the

year ended 30 April 2025. SAYE awards have been excluded. The annual bonus opportunity is that which will

apply for FY2026.

Minimum • Consists of base salary, benefits and pension.

• Base salary is the salary to be paid in FY2026.

• Pension of 4% of salary.

• Benefits are based on the FY2025 taxable value

£6 share price

(incl. dividends)

• Based on a portion of maximum.

• Annual bonus: 50% of maximum.

• VCP: payout of pool generated at a share price of £6 (incl. dividends) 30%/15% of

pool value for the CEO/CFO respectively.

£7 share price

(incl. dividends)

• Based on the remuneration receivable at a share price of £7 incl. dividends):

• Annual bonus: maximum bonus of 125%/100% of base salary for the CEO/CFO

respectively.

• VCP: payout of pool generated at a share price of £7 (incl. dividends) 30%/15% of

pool value for the CEO/CFO respectively.

Maximum

(£8 share price

incl. dividends)

• The maximum remuneration receivable:

• Annual bonus: maximum bonus of 125%/100% of base salary for the CEO/CFO

respectively.

• VCP: payout of pool generated at the capped share price of £8 (incl. dividends)

30%/15% of pool value for the CEO/CFO respectively.

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Annual Report on Remuneration

Remuneration policy report

The table below summarises the proposed Directors’ Remuneration Policy and how the Committee intends to implement it in FY2026.

When implementing the remuneration policy, the Remuneration Committee considers the six factors listed under Provision 40 of the UK Corporate Governance Code. The table below summarises the key aspects of

that policy.

Element Implementation for FY2026

Salary • CEO – £659,386 (2% increase)

• CFO – £400,000 (salary on appointment)

The salary increase of 2% for the CEO is aligned with the rate applied to the mid and senior management levels but below the average increase across the wider business of 4%.

Pension No change for FY2026.

Pension allowance of 4% of salary, aligned with the wider workforce.

Benefits No change for FY2026.

Benefits include a car allowance, healthcare and life assurance.

Annual bonus No change for FY2026.

• CEO maximum opportunity: 125% of salary

• CFO maximum opportunity: 100% of salary

Performance measures are based 75% on financial (PBT) performance and 25% strategic and operational measures (including ESG). As in previous years, the targets are considered commercially

sensitive and will be disclosed retrospectively.

Half of any bonus earned net of taxes will be used by the Executive Directors to purchase shares which will be subject to a three-year holding period and cannot be sold during that time.

The Committee will retain the flexibility to exercise discretion in relation to the bonus pay-out taking into account of the wider performance context and the wider stakeholder and shareholder experience.

Malus and clawback provisions apply.

Value Creation

Plan

The VCP rewards for the creation of shareholder value above a hurdle of £5.21. Shareholder value is measured based on the share price at the end of the performance period and dividends paid during the

performance period. Above this hurdle, the Executive Directors and other participants will share 10% of the value created, ensuring a fair split of returns between management and shareholders.

The performance period starts on 1 May 2025 and ends on 30 April 2028. A further two-year holding period will apply following the vesting of awards.

Of the 10% total pool, the CEO will receive 30% and the CFO will receive 15%. The pool is capped so that if the value created through share price and dividends exceeds £8, the overall monetary value

will not increase beyond this point.

The Committee will retain the flexibility to exercise discretion in relation to the VCP taking into account of the wider performance context and the wider stakeholder and shareholder experience.

Malus and clawback provisions apply.

Share ownership

requirements

No change for FY2026.

In-employment share ownership requirement: 200% of salary.

Post-employment share ownership requirement applies for a period of two years.

Non-Executive

Directors

The Chairman and base Non-Executive Directors fee have been increased by 2%, in line with the increase awarded to the Executive Directors and mid to senior management. No changes have been

made to the supplementary fees for Non-Executive Directors.

Fee as at

1 May 2024

Fee as at

1 May 2025 Increase

Chairman £206,000 £210,120 2%

Base fee £58,350 £59, 517 2%

Senior Independent Director £10,000 £10,000 –

Audit Committee Chair £10,000 £10,000 –

Remuneration Committee Chair £10,000 £10,000 –

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Remuneration for the year ended 30 April 2025 (audited)

The table below sets out the remuneration received by the Directors in relation to the year ended 30 April 2025 (and for long term incentive awards’ performance periods ending in the year) and in the year ended 30 April 2024.

£000 Salary and fees Taxable benefits Annual bonus

Long term

incentive Pension

Total Total fixed Total variable

M Ward 2025 646 18 613 575

26 1,878 690 1,188

2024 628 20 784 825

25 2,282 673 1,609

P Vincent 2025 390 12 – – 15 417 417 –

2024 405 17 405 533

16 1,376 438 938

Non-Executive Chairman

A Palmer-Baunack 2025 206 – – – – 206 206 –

2024 200 – – – – 200 200 –

Non-Executive Directors

J Pattullo 2025 78 – – – – 78 78 –

2024 76 – – – – 76 76 –

M Butcher 2025 68 – – – – 68 68 –

2024 67 – – – – 67 67 –

B Karia 2025 58 – – – – 58 58 –

2024 57 – – – – 57 57 –

M McCafferty 2025 58 – – – – 58 58 –

2024 57 – – – – 57 57 –

N Rabson 2025 58 – – – – 58 58 –

2024 57 – – – – 57 57 –

Philip Vincent stepped down from the Board on 28 March 2025 and his remuneration is show to that date.

1 For FY2025, the 2022 LTIP vests based on the achievement of PBT and EPS performance to 30 April 2025 and has been valued based on the average share price during the three-month period to 30 April 2025 of 304.1p and a vesting outcome of 69.6%. None of the

value in the single figure table is attributable to share price appreciation. No discretion has been exercised in relation to share price changes. 2022 LTIP awards will be released in July 2025 subject to continued employment until that date and the post-tax value of the

shares will remain subject to a holding period of two years. No dividend equivalents have been allocated to the award on vesting.

2 The LTIP amounts shown in last year’s report in respect of the LTIPs awarded in 2021 were calculated based on the average share price for the three-month period to 30 April 2024 of 364.4p. The actual share price at vesting on 9 August 2025 was 399.0p and

therefore the values have been updated to reflect the share price on that date. No dividend equivalents were allocated to the award on vesting.

3 All pension entitlement was paid in cash.

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The strategic objectives and the performance against them for FY2025 are set out below:

Objective How the objective has been satisfied

Maximum

scoring Outcome

Enable: Develop

products, services and

operational capabilities

which embrace

technologies to enable

increasingly connected

smart mobility within our

customer proposition.

Scope 1 and 2 emissions have reduced by 19% in FY2024

and there has been a 23% reduction since FY2022. These

reductions are primarily related to the growing use of green,

renewable energy across the Group (99% Group’s usage in

FY2025 compared to 64% in FY2024).

95% of company cars in the UK are now EVs or Hybrids

(FY2024: 67%).

The creation of a climate change transition plan which

meets the Transition Plan Taskforce Disclosure Framework

requirements.

5% 5%

Deliver: Trusted to

provide customer

service excellence which

exceeds expectations,

delivering industry leading

responsiveness and

operational efficiency.

Delivering excellent customer service continues to be a

strength across the Group with NPS averaging 64.

Individual business initiatives such as ‘CustomerFirst’

across the UK and Ireland businesses, and the introduction

of a new CRM system in Spain, has provided leaders and

colleagues with a relentless focus on delivering service

excellence.

Customer reviews shared online using platforms such as

Trustpilot are consistently high.

3.75% 3.75%

Whilst there has been a continued focus to identify and

deliver opportunities to create efficiencies in relation to

improving ways of working and streaming organisational

structures, revenue per head has remained in line with the

prior year.

The focus which has been provided in FY2025 will create

strong foundations to deliver efficiencies and growth in

FY2026, this includes continuing to develop our technology

infrastructure and connectivity across the business.

Additionally, projects are underway to optimise ways of

working across the customer service centre network,

improving the customer journey and increasing productivity.

3.75% 0%

Grow: Exploring

opportunities to

responsibly grow the

business scale and

capabilities, including

into both complementary

and new markets and

geographies.

The Group has achieved an increase in revenue (excluding

vehicle sales) of 2.3% compared to the prior year, with

growth in the UK&I and a standout growth performance for

Spain, offsetting volume headwinds in Claims & Services,

making the overall revenue growth delivery for ZIGUP

positive.

The ZIGUP brand and strategic pillars of Enable, Deliver and

Grow, have been embedded across the Group, providing

greater alignment, consistency and focus.

12.5% 12.5%

Total 25% 21.25%

FY2025 salary

When reviewing the base salary for the CEO and the CFO, the Committee took into account a number

of factors, including the approach for our wider workforce population, individual performance and overall

contribution to the business in the year. The salary increase of 3% with effect from 1 May 2024 for the CEO

and the CFO were aligned with the capped 3% rate applied to mid and senior management levels, with the

greatest increases applied to those at lower salary levels.

2025 2024 Increase

M Ward £646,457 £627,628 3%

P Vincent* £417,5 31 £405,369 3%

* Philip Vincent’s salary up to the end of his employment on 28 March 2025.

Pension and taxable benefits (audited)

A breakdown of the taxable benefits received by Executive Directors is set out in the table below:

£000 M Ward P Vincent

Car 15 9

Medical insurance 3 3

The Executive Directors are eligible for membership of a group personal pension plan. In view of the annual

allowance cap, all of their entitlements were paid to them in cash. Martin Ward received an entitlement of 4%

of base salary, which is in line with the pension provision for the wider UK workforce.

Annual bonus for the year ended 30 April 2025 (audited)

Total opportunity

The maximum bonus opportunity for the CEO was 125% of salary. The bonus was based 75% on underlying

PBT and 25% on strategic objectives. The targets, performance against them and resulting payment are set

out in the tables on this page. The CFO was not entitled to a bonus on leaving in March 2025.

Financial objectives

The element related to financial objectives (PBT performance) was awarded at 72.8% of maximum for this

element:

PBT performance

Threshold

performance

(25% of

maximum)

Target

performance

(50% of

maximum)

Maximum

performance

Actual PBT

performance

PBT 75% of total bonus £155.1m £163.2m £171.3m £166.9m

Strategic objectives

Awarded at 85% of 25% of the total bonus opportunity (26.56% of salary for M Ward) as set out below. The

Directors’ strategic objectives were set by the Committee at the beginning of the financial year and were

based on a robust framework of clear objectives directly aligned to the Board’s strategic priorities for the year.

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Based on performance to 30 April 2025, the annual bonus outcomes for Martin Ward during the year is shown on page 115. The Committee is satisfied that no adjustments to the payouts are required, and that the outcome

is reflective of underlying performance.Further detail is set out in the Statement by the Committee Chairman.

A summary of the bonus outcome is as follows:

Executive % of maximum % of salary

Bonus

outcome

(£000)

Awarded

in cash

(£000)

Awarded

in shares

(£000)

M Ward 75.85 94.81 613 306.5 306.5

50% of the bonus will be used to purchase shares. Shares are subject to a minimum deferral period of three years and are not subject to continued employment.

Vesting of 2022 LTIP awards (audited)

The performance conditions related to the 2022 LTIP award are due to vest as follows:

Performance

Threshold target

(25% vesting)

Stretch target

(100% vesting)

Actual

performance

Vesting

achieved

PBT 50% of total LTIP £165m £175m £166.9m 39.2%

EPS 50% of total LTIP 52.6p 55.8p 58.4p 100%

Total 69.6%

No dividend equivalents were included as part of the award.

The Committee reviewed the formulaic LTIP outcome and determined that this was appropriate in the context of wider business performance over the performance period. As such, no discretionary adjustments were made.

There were no windfall gains associated with this award as it was granted at a share price of 336p.

Further detail is provided in the Remuneration Committee Chairman’s letter.

The awards are due to vest in July 2025, subject to ongoing service conditions being met, and will be subject to a two-year holding period.

LTIP awards made during the year (audited)

On 22 July 2024, the following LTIP awards were granted to Executive Directors:

Type of award

Basis of

award granted

Share price

for award

Number of

shares over

which award

was granted

Face

value of

award

(£000)

% of face value

that would vest

on threshold

performance

Vesting determined

by performance over

M Ward Nil cost option

150% of salary of

£646,457 424.17p 228,609 969 25%

Three financial years

to 30 April 2027

P Vincent* Nil cost option

150% of salary of

£417,531 424.17p 147,653 626 25%

Three financial years

to 30 April 2027

* Philip Vincent stepped down from the Board and as an Executive Director on 28 March 2025, with all unvested LTIP options lapsing on that date.

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The share price for the award was calculated based on a three-day average prior to the award grant (424.17p).

Weighting

Threshold target (25%

vesting)

Stretch target (100%

vesting)

TSR versus FTSE 250 (excluding Investment trusts) 25% Median Upper quartile

EPS (final year of performance period) 75% 57.1p 60.4p

Percentage change in remuneration levels

The table below sets out the percentage change in base salary, value of taxable benefits and bonus for all the Directors compared with the average percentage change for employees of the Company.

Average percentage change

2024–2025

Average percentage change

2023–2024

Average percentage change

2022–2023

Average percentage change

2021–2022

Average percentage change

2020–2021

Salary

Taxable

benefits

Annual

bonus Salary

Taxable

benefits

Annual

bonus Salary

Taxable

benefits

Annual

bonus Salary

Taxable

benefits

Annual

bonus Salary

Taxable

benefits

Annual

bonus

M Ward 3% (9%) (22%) 3% 8% 3% 3% (4%) 3% 15% 12% 28% 620% 387% N/A

P Vincent

(4%) (28%) (100%) 3% 3% 3% 3% 21% 3% 13% 8% 8% 2% (14%) N/A

A Palmer-Baunack 3% N/A N/A 0% N/A N/A 0% N/A N/A 20% N/A N/A 31% N/A N/A

J Pattullo 2% N/A N/A 0% N/A N/A 18% N/A N/A 3% N/A N/A 5% N/A N/A

M Butcher 3% N/A N/A 0% N/A N/A 3% N/A N/A 3% N/A N/A 65% N/A N/A

Bindi Karia 3% N/A N/A 1% N/A N/A N/A N/A N/A N/A N/A N/A N/A N/A N/A

M McCafferty 3% N/A N/A 0% N/A N/A 3% N/A N/A 3% N/A N/A 466% N/A N/A

N Rabson 4% N/A N/A 110% N/A N/A N/A N/A N/A N/A N/A N/A N/A N/A N/A

Company employees* 9% (36%) (23%) 7% (23%) 31% (22%) 87% (31%) 44% (70%) 2015% (6%) 11% (87%)

1 Philip Vincent’s salary and benefits for 2024/2025 are up to the end of his employment on 28 March 2025. He was not entitled to a bonus upon leaving.

* As there are less than 50 colleagues who are directly employed by ZIGUP plc, the average pay calculation can be easily skewed by a change in composition of staff and this is one of the reasons for the changes during the year.

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Unlike the total remuneration for the majority of employees, total remuneration for the CEO is mostly

dependent on business performance and share price movements over time. As a result, the ratios may

fluctuate significantly from year to year. The pay ratio is lower in 2025 when compared to 2024 primarily due

to the value of the LTIP award vesting in respect of FY2025 being lower than in respect of FY2024.

The Committee has responsibility for setting the remuneration of the Executive Directors and other senior

management and reviews the wider policies and practices for our workforce. The Committee is satisfied that

the median pay ratio is consistent with the Group’s pay, reward and progression policies.

Performance graph measured by TSR

The graph below illustrates the performance of ZIGUP plc measured by Total Shareholder Return (share

price growth plus dividends reinvested in shares) against a ‘broad equity market index’ over a rolling ten-

year period (the period covered by the graph below is 30 April 2015 to 30 April 2025). Consistent with the

approach adopted in previous years, we show performance against the FTSE 250 (excluding investment

trusts) of which we are a constituent. The mid-market price of the Company’s ordinary shares at 30 April

2025 was 312.5p (30 April 2024: 385p). The range during the year was 273.5p – 438p.

250

200

150

100

04/2015 04/2016 04/2017 04/2018 04/2019 04/2020 04/2021 04/2022 04/2023 04/2024 04/2025

ZIGUP FTSE 250 (excluding investment trusts)

Total remuneration for CEO

The total remuneration figure for the CEO during each of the previous 10 financial years is as follows:

Year ended 30 April 2016 2017 2018 2019 2020 2021 2022 2023 2024 2025

Total remuneration

£000 1,214 821 490 1,032 1,319 1,200 1,440 4,218 2,282 1,878

Annual bonus

(% of maximum) 34.1 – – 72.4 – 100 100 100 100 75.9

LTIP vesting

(% of maximum) 79.2 61.8 – – – – – 100 100 69.6

Annual bonus for Company employees is the amount paid in each year, whereas the Directors’ bonus is the

amount earned in each period as the information on Company employees’ bonus amounts is not available at

the date of this report.

Payments to past Directors and payments for loss of office (audited)

In October 2024, the organisation announced that Philip Vincent had taken the decision to step down from

the Board, following six years of service. Mr Vincent was paid his salary, benefits and pension up to the date

he left the Company in March 2025. There was no further compensation payable to Mr Vincent in respect of

his loss of office and all unvested awards under the Company’s Long Term Incentive Plan lapsed under the

terms of the scheme. Additionally, Mr Vincent was not entitled to a bonus for the year ended 30 April 2025.

Mr Vincent remains subject to the post-employment shareholding guideline.

There were no other payments to past Directors or payments for loss of office during FY2025.

CEO to employee pay ratio

The table below sets out the ratio of the CEO’s single figure of total remuneration to the total remuneration of

the 25th percentile, median (50th percentile), and 75th percentile remuneration of our UK employees, in line

with the regulations.

Option A of the Companies (Miscellaneous Reporting) Regulations 2018 has been used to calculate the ratio

as it was considered to provide the most accurate basis of calculation. Full-time equivalent remuneration for

all UK employees for the financial year has been used for pay periods across the year. Total remuneration

has been prepared using the same methodology as the single figure table with the exception of the bonus.

The bonus figure for employees is based on the amount paid in each year as the information on employees’

bonus amounts is not available at the date of this report whereas the bonus included in the single figure table

is the amount earned in each period.

Financial year Method

25th percentile

pay ratio

Median

pay ratio

75th percentile

pay ratio

2025 Option A 67:1 56:1 39.1

2024 Option A 84:1 71:1 50:1

2023 Option A 171:1 142:1 101:1

2022 Option A 63:1 51:1 35:1

2021 Option A 57:1 45:1 30:1

2020 Option A 64:1 53:1 37:1

2019 Option A 47:1 38:1 26:1

Salary and total remuneration details for the relevant individuals are set out as follows:

£000 CEO 25th percentile Median 75th percentile

2025

Salary 646 25 33 37

Total remuneration 1,878 28 34 48

The employees at the 25th, 50th and 75th percentile have been determined by reference to average

employee pay across the Group for the financial year being reported on.

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The total remuneration figure includes the annual bonus and LTIP awards which vested based on performance periods ending in those years. The annual bonus and LTIP percentages show the payout for each year as a

percentage of the maximum. In years when there was a change of CEO, the figures shown are the aggregate for the office holders during that year and include any payments for loss of office. The CEO in office for each year

can be found in previously published reports.

Relative importance of spend on pay

£000 2024 2025 Increase

Staff costs 297, 4 8 4 310,082 4.2%

Dividends 56,178 59,042 5.1%

Share buybacks 24,878 5,332 (78.6%)

The table above shows the movement in spend on staff costs versus that on dividends and share buybacks, reflecting a significant return of capital to our shareholders and our significantly increased investment in the wider

workforce.

Outstanding share awards

The table below sets out details of Executive Directors’ outstanding share awards.

M Ward

Scheme Grant date

Exercise price

(p)

Shares under

option at

30 April 2024

Number of

options/shares

granted during

the year

Vested

during year

Exercised

during year

Lapsed

during year

Forfeited

during year

Number of

shares at

30 April 2025

End of original

performance

period Vesting date Exercise period

LTIP

09.08.21 Nil 206,853 – 206,853 206,853 – – – 30.04.24 09.08.24 09.08.24 – 09.08.31

LTIP 13 .07. 2 2 Nil 271,763 – – – – – 271,763 30.04.25 13 .07. 2 5 13.07.25 – 13.07.32

LTIP 02.08.23 Nil 273,143 – – – – – 273,143 30.04.26 02.08.26 02.08.26 – 02.08.33

LTIP

22 . 07. 2 4 Nil – 228,609 – – – – 228,609 30.04.27 22 . 07. 2 7 22.07.27 – 22.07.34

Total 751,759 228,609 206,853 206,853 – – 773,515

P Vincent

Scheme Grant date

Exercise price

(p)

Shares under

option at

30 April 2024

Number of

options/shares

granted during

the year

Vested

during year

Exercised

during year

Lapsed

during year

Forfeited

during year

Number of

shares at

30 April 2025

End of original

performance

period Vesting date Exercise period

LTIP

09.08.21 Nil 133,601 – 133,601 133,601 – – – 30.04.24 09.08.24 09.08.24 – 09.08.31

LTIP 13 .07. 2 2 Nil 175,525 – – – – 175,525 – 30.04.25 13 .07. 2 5 13.07.25 – 13.07.32

LTIP 02.08.23 Nil 176,416 – – – – 176,416 – 30.04.26 02.08.26 02.08.26 – 02.08.33

LTIP

22 . 07. 2 4 Nil – 1 47,6 53 – – – 147,6 5 3 – 30.04.27 22 .07. 2 7 22.07.27 – 22.07.34

Total 485,542 147,65 3 133,601 133,601 – 499,594 –

Mr Vincent stepped down from the Board on 28 March 2025 and his outstanding LTIP awards lapsed on that date.

1 Performance targets as set out above.

2 The market values on date of exercise were: For M Ward £833,618 at exercise price of 403.0p on 14 August 2024 and for P Vincent £538,412 at exercise price of £403.0p on 14 August 2024.

All outstanding awards are structured as nil-cost options.

DIRECTORS’ REMUNERATION REPORT continued

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SAYE

The Board believes that encouraging wider share ownership by all colleagues will have longer term benefits

for the Group and therefore the Group has SAYE schemes available to qualifying colleagues. The SAYE

provides an effective way of achieving that aim at no financial risk to individuals.

Under the SAYE, colleagues choose to make monthly savings (which are paid to a financial institution) in

return for options to buy shares in the Company at the option price and using savings accumulated over the

savings period (three years). Colleagues can choose to cease saving and withdraw their money at any time

allowing the related options to lapse.

Options over 1,093,211 shares were granted under the SAYE scheme, in August 2024, with approximately

1,126 colleagues contributing monthly savings under the schemes. The next offer to take part in the SAYE

scheme is expected to be made later in 2025.

Martin Ward is entitled to participate in the SAYE, but the Non-Executive Directors cannot participate.

Share Incentive Plan

The SIP, like the SAYE plan is available to all eligible colleagues across the Group.

The Company awarded a grant of free shares up to the value of £500 to all of the Group’s colleagues in

August 2024. 947,574 shares were granted under the Share Incentive Plan, with approximately 7,765

colleagues participating under both schemes. The next offer to take part in the Share Incentive Plan is

expected to be made later in 2025.

Executive Directors are entitled to participate in the Share Incentive Plan, but the Non-Executive Directors

cannot participate in the scheme. Martin Ward and Philip Vincent were granted 122 free shares each on 19

August 2024.

Sourcing of shares

A combination of newly-issued, treasury and market purchase shares (using a Guernsey employee benefit

trust) may be used to satisfy the requirements of the Group’s existing share schemes.

Overall plan limits

All the Company’s share schemes operate within the following limits: in any 10-calendar year period, the

Company may not issue (or grant rights to issue) more than:

a. 10% of the issued ordinary share capital under all the share plans; and

b. 5% of the issued ordinary share capital under the executive and senior management share plans

(EPSP and DABP).

The dilution position as at 30 April 2025 was 1.0 % under the EPSP and DABP, and 1.1% under the SAYE

and 1.2% under the Share Incentive Plan.

Service contracts and letters of appointment

The table below gives details of the service contracts and letter of appointments for each member of the Board.

Date of appointment

Date of current

contract/letter of

appointment

Notice from

the Company

Notice from

the individual

Unexpired period

of service contract/

letter of appointment

Executive Director

M Ward

21 February 2020 22 December 2010 12 months 12 months Rolling contract

Non-Executive Directors

A Palmer-Baunack 12 August 2019 12 August 2019 6 months 6 months Rolling contract

J Pattullo 1 January 2019 18 December 2020 3 months 3 months Rolling contract

M Butcher 24 September 2019 18 September 2019 3 months 3 months Rolling contract

B Karia 6 May 2022 6 May 2022 3 months 3 months Rolling contract

M McCafferty 21 February 2020 21 February 2020 3 months 3 months Rolling contract

N Rabson 9 November 2022 9 November 2022 3 months 3 months Rolling contract

1 Redde plc (as it was) contract rolled over.

2 The Non-Executive Directors’ contracts are typically entered into for an anticipated term of three years, which is extended by the

Board for further terms as appropriate.

Directors’ shareholding and share interests

The Executive Directors are required to build up a shareholding equivalent to 200% of salary, to be achieved

primarily through the retention, after tax, of shares acquired on exercise of options granted under the LTIP

and shares acquired through bonus deferral, until such time as their share ownership requirement has been

met. Directors are not required to go into the market to purchase shares, although market purchases are

encouraged and any shares so acquired would count towards meeting the guidelines.

The Chairman and Non-Executive Directors do not have a shareholding guideline although the holding of

shares in the business is encouraged. Details of the Directors’ interests in shares are shown in the table below.

Share interests (audited)

Number of shares:

Beneficially

owned at 30

April 2025

Vested but not

exercised LTIP Unvested LTIP

% shareholding

guideline

achieved at

30 April 2025

M Ward 2,420,111 – 773,515 Fully met

A Palmer-Baunack 110,442 – – N/A

J Pattullo 70,000 – – N/A

M Butcher 34,676 – – N/A

B Karia – – – N/A

M McCafferty 11,007 – – N/A

N Rabson 5,684 – – N/A

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Martin Ward met the shareholding policy guideline as he holds shares with a value in excess of 200% of basic

annual salary.

Martin Ward exercised 206,853 shares during the year under the LTIP. Martin Ward’s share options includes

227,770 shares under the deferred element of the bonus scheme including 49,033 awarded in July 2024 and

401 shares awarded under the SIPs. The annual bonus deferred shares vested immediately but are held in a

nominee account for three years following the date of award in accordance with the scheme rules.

Philip Vincent exercised 133,601 shares under the LTIP during the year and was awarded 25,336 shares in

July 2024 under the deferred element of the annual bonus scheme.

Upon leaving the Company on 28 March 2025 Philip Vincent held 546,438 shares outright. His unvested

awards under the LTIP all lapsed under the terms of the scheme. At the time of his departure, he had

exceeded the target holding of shares of 200% of salary. The two-year post-employment shareholding

guideline will apply, in line with the remuneration policy.

No changes in the above interests have occurred between 30 April 2025 and the date of this report.

The Remuneration Committee

The members of the Committee during the year and their attendance at Committee meetings during the year

are listed on page 102.

The CEO and CFO attend meetings by invitation and assist the Committee in its deliberations, except when

issues relating to their own remuneration are discussed. Directors are not involved in deciding their own

remuneration. The Company Secretary acts as secretary to the Committee.

Remuneration advisers

In 2022, the Committee reviewed its remuneration advisory arrangements and conducted a competitive

selection process to appoint a new remuneration adviser to the Committee. Following the selection process,

the Committee appointed Deloitte LLP (Deloitte) as remuneration adviser to the Committee on 6 September

2022. Since its appointment, Deloitte has provided independent advice to the Committee on certain

remuneration matters. The total fees paid to Deloitte in respect of its services to the Committee during the

year were £126,000 inclusive of VAT. The fees are charged on a time spent and expenses basis.

Deloitte is a signatory to the Remuneration Consultants’ Code of Conduct. During the year Deloitte did not

provide any other services to the Company. The Committee is satisfied that advice received from Deloitte

during the year was objective and independent and that all individuals who provided remuneration advice

to the Committee had no connections with ZIGUP or its Directors that may impair their independence. The

Committee’s terms of reference are available on the Company’s website: www.zigup.com

The Committee is responsible for making recommendations to the Board on the remuneration packages

and terms and conditions of employment of the Chairman and the Executive Directors of the Company, as

well as the Company Secretary, and under the new Code the Group Operating Board immediately below the

Executive Directors. The Committee also reviews remuneration policies and practices generally throughout

the Group. In accordance with the policy, the Committee has sought to ensure that the incentive structure

will not raise ESG risks by inadvertently motivating irresponsible behaviour and will take account of ESG

matters generally in determining overall remuneration policy and structure. The Committee is able to

consider corporate performance on ESG issues when setting the Executive Directors’ annual objectives

and remuneration.

Statement of shareholder voting and shareholder feedback

The following table sets out the votes received from shareholders for the Directors’ Remuneration report at

the 2024 AGM:

Directors’ Remuneration report 2024 – Resolution 3 Total number of votes Votes %

Votes cast

For 172,272,168 98.89

Against 1,932,835 1.11

Total votes cast (excluding votes withheld) 174,205,003 

Votes withheld 18,254 

Total votes cast (including votes withheld) 174,223,257

The following table sets out the votes received from shareholders for the Policy at the 2023 AGM:

Directors’ Remuneration Policy 2023 – Resolution 4 Total number of votes Votes %

Votes cast

For 181,801,834 98.74

Against 2,322,108 1.26

Total votes cast (excluding votes withheld) 184,123,942

Votes withheld 46,680

Total votes cast (including votes withheld) 184,170,622

Votes withheld are not included in the final proxy figures as they are not recognised as a vote in law.

Approval

This annual report on remuneration has been approved by, and signed on behalf of, the Board of Directors.

John Pattullo

Remuneration Committee Chairman

9 July 2025

DIRECTORS’ REMUNERATION REPORT continued

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REPORT OF THE DIRECTORS

The Directors present their report and the audited consolidated accounts for the year ended 30 April 2025.

Results and preparation

Details on financial performance and dividends can be found in the Strategic Report from pages 2 to 78.

This report has been prepared in accordance with the requirements outlined within The Large and Medium-

sized Companies and Groups (Accounts and Reports) Regulations 2008 and forms part of the management

report as required under Disclosure Guidance and Transparency Rule (DTR) 4. This section, together with

the Strategic Report, the Corporate Governance section on pages 79 to 115 and the other sections of the

Annual Report and Accounts as referred to herein, fulfil the requirements of the Directors’ report.

Strategic Report

The Strategic Report on pages 2 to 78 was approved by the Board on 9 July 2025 and is incorporated into

this Directors’ report by reference.

Close company status

So far as the Directors are aware, the close company provisions of the Income and Corporation Taxes Act

2010 do not apply to the Company.

Articles of Association

The rights and obligations attached to the Company’s ordinary shares are set out in the Company’s Articles

of Association (the Articles), copies of which can be obtained from Companies House in the UK or by writing

to the Company Secretary. With regard to the appointment and replacement of Directors, the Company is

governed by the Articles, the UK Corporate Governance Code, the Companies Act 2006 (the Companies

Act) and related legislation. The powers of Directors are set out in the Articles.

Amendment to Articles of Association

Any amendments to the Articles may be made in accordance with the provisions of the Companies Act by

special resolution of the shareholders.

Share capital

Details of the issued share capital, together with details of any movements during the year, are shown in Note

24 to the financial statements. The Company has one class of ordinary share, which carries no right to fixed

income. Each ordinary share carries the right to one vote at general meetings of the Company.

The Company has also issued cumulative preference shares of 50p each that entitle the holder to receive a

cumulative preferential dividend at the rate of 5% on the paid-up capital and the right to a return of capital at

either winding up or a repayment of capital. The cumulative preference shares do not entitle the holders to

any further or other participation in the profits or assets of the Company.

The percentage of the total issued nominal value of all shares represented by the ordinary shares is 98.3%

(2024: 98.3%).

Share rights

Subject to the provisions of the Companies Act and without prejudice to any rights attached to any existing

shares or class of shares, any share may be issued with such rights or restrictions as the Company may

by ordinary resolution determine or, subject to and in default of such determination, as the Board shall

determine. The Company’s shares when issued are free from all liens, equities, charges, encumbrances, and

other interests. No shareholder shall be entitled to vote at a general meeting, either in person or by proxy, in

respect of any share held by them unless all monies presently payable by them in respect of that share have

been paid. In addition, no shareholder shall be entitled to vote, either in person or by proxy, if they have been

served with a notice under section 793 of the Companies Act (concerning interests in those shares) and have

failed to supply the Company with the requisite information.

Other than restrictions considered to be standard for a UK listed company (for example, restrictions on

transfer of partly-paid certificated shares), there are no specific restrictions on the size of a holding nor on

the transfer of shares in the Company, which are both governed by the general provisions of the Articles and

prevailing legislation. The Directors are not aware of any agreements between holders of the Company’s

shares that may result in restrictions on the transfer of securities or on voting rights.

Details of employee share schemes are set out in the Directors’ Remuneration report. Shares held by the

Company’s Share Schemes Trustees are voted on the instructions of the employees on whose behalf they

are held. Shares held in the Guernsey Trust are voted at the discretion of the Trustees.

No person has any special rights of control over the Company’s share capital and all issued shares are fully

paid.

Directors’ interests

Details of the Directors’ interests in shares are set out in the Remuneration report on pages 102 to 121. No

Company in the Group was, during or at the end of the year, party to any contract of significance in which any

Director was materially interested. The Directors are not aware of any agreements between the Company

and its Directors or employees that provide for compensation for loss of office or employment that occurs

because of a change of control.

Authority to issue shares

Subject to the provisions of the Companies Act and without prejudice to any rights attached to any existing

shares or class of shares, any share may be issued with such rights or restrictions as the Company may

by ordinary resolution determine or, subject to and in default of such determination, as the Board shall

determine.

The authority conferred on the Directors at last year’s AGM to allot shares in the Company up to a maximum

nominal amount of £37,635,977 (representing 33.3% of the issued ordinary share capital of the Company

(excluding treasury shares), as at the latest practicable date before publication of the Notice of the

Company’s last AGM) and, in connection with a pre-emptive offer to existing shareholders, to allot additional

shares in the Company up to a maximum nominal amount of £37,635,977 (representing a further 33.3% of

the issued ordinary share capital of the Company (excluding treasury shares), as at the latest practicable

date before publication of the Notice of the Company’s last AGM), expires on the date of the forthcoming

AGM. Shareholders will be asked to give a similar authority to allot shares at the forthcoming AGM.

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REPORT OF THE DIRECTORS continued

The Company at its last AGM, sought authority to allot shares in line with the guidance, issued by the Pre-

Emption Group of the Financial Reporting Council, that issuers may disapply pre-emption rights up to 10%

of the Company’s issued ordinary share capital and a further 2% follow-on offer and seek further authority

to disapply pre-emption rights for up to an additional 10% for certain acquisitions or specified capital

investments and a further 2% follow-on offer.

The authorities were limited to:

• firstly, an aggregate nominal amount of £11,291,922, representing approximately 10% of the current

issued ordinary share capital (excluding treasury shares); and

• secondly, a further 10% of the Company’s ordinary share capital (excluding treasury shares), provided that

this additional power is only used in connection with acquisitions and specified capital investments which

are announced contemporaneously with the issue or which have taken place in the preceding 12-month

period and are disclosed in the announcement of the issue.

The authorities in a follow-on offer were limited to:

• firstly, an aggregate nominal value of £2,258,384 representing approximately 2% of the current issued

share capital (excluding treasury shares)

• secondly, an additional aggregate nominal value of £2,258,384 representing approximately 2% of the

current issued share capital (excluding treasury shares),

• These amounts are in addition to the amounts authorised for the general use authority and authority for

acquisitions and specified capital investments described above.

Shareholders will be asked to give similar authorities to disapply pre-emption rights at the forthcoming AGM.

Authorities to purchase shares

The authorities for the Company to purchase in the market up to: (i) 22,583,844 of its ordinary shares

(representing 10% of the issued share capital of the Company as at the latest practicable date before

publication of the Notice of the Company’s last AGM); and (ii) 1,000,000 of its preference shares (being all

of its preference shares remaining in issue), in each case granted at the Company’s last AGM, expire on the

date of the forthcoming AGM. Shareholders will be asked to give similar authorities to purchase shares at the

forthcoming AGM.

Shares purchased by the Company

The Group’s objective is to employ a disciplined approach to investment, returns and capital efficiency to

deliver sustainable compounding growth. Reflecting this approach and in light of the Company’s substantial

headroom under its facilities and target leverage, on 28 July 2023 the Company launched a share buyback

programme of the Company’s ordinary shares for up to a maximum aggregate consideration of £30m. The

share buyback programme concluded on 13 June 2024. Total shares purchased by the Group through the

share buyback programme during the year was 1,271,112 shares.

Directors

The names of the Directors who served on the Board during the year are set out on pages 86 to 87. Director

Resolutions to reappoint each of the Directors in office at the date of this report will be proposed at the

AGM. Termination provisions in respect of Executive Directors’ contracts can be found in the Directors’

Remuneration report, starting on page 107.

Directors’ indemnities

As permitted by the Company’s Articles, qualifying third party indemnities for each Director of the Company

were in place throughout their periods of office during the year and, for those currently in office, remained in

force as at the date of signing of this report.

The Company’s Articles are available on the Company’s website: www.ZIGUP.com

Disabled employees

The Group welcomes and gives full and fair consideration to applications for employment from persons with

a disability (both visible and non-visible). Our focus is on providing the right tools to support both current and

future employees to be successful in the workplace. The Group assists employees who have a disability with

training, career development and progression opportunities and, in a situation where an existing employee

develops a disability, our approach is to provide continuing support and training wherever possible. Where

changes to working practices or structure affect employees, they are consulted and given the appropriate

assistance.

Interests in shares

The Company is aware of the following persons who, either directly or indirectly, held 3% or more of the

issued share capital of the Company as at 30 April 2025:

30 April 2025 %

Fidelity International* 21,128,400 9.36

Lombard Odier Investment Managers* 20,358,322 9.01

Aberforth Partners* 16,134,913 7.14

JO Hambro Capital Management* 14,429,657 6.39

Vanguard Group* 11,941,328 5.29

BlackRock* 11,692,251 5.18

Richard Griffiths & Controlled Holdings 11,129,393 4.92

Schroder Investment Management* 11,023,158 4.88

Dimensional Fund Advisors* 10,744,731 4.76

Janus Henderson Investors* 7,718 ,9 9 5 3.42

* information obtained from the Company’s share register.

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Stakeholder engagement

The Board understands the importance of the need to foster relationships with customers, suppliers,

investors and other stakeholders. Examples of how the Board engaged directly with the Group’s people,

customers and suppliers during the year are highlighted below.

People engagement

We are committed to ensuring that we can create a safe and inclusive environment for our people, and

we continue to work to ensure our commitments are well implemented across all areas of the Group. All

colleagues are provided with information on matters of concern to them in their work, through regular briefing

meetings and internal publications. To inform colleagues of the economic and financial factors affecting our

business, regular updates are posted on our intranet, and we receive regular communications of matters of

interest from the CEO. Alongside this, information is cascaded to colleagues through senior management,

also boosting engagement. Group incentive schemes reinforce financial and economic factors affecting

the performance of the business. In recent years the Company has successfully operated the SAYE risk-

free share saving programme across the Group and the Free Share programme, under which all eligible

colleagues were provided with £500 worth of free shares in the Company.

The Free Shares programme has been deployed since December 2022, when the first grant of awards were

made to eligible colleagues; since then, annual grants have been made, allowing colleagues the opportunity

to participate in the success of the Group and promoting alignment of interests between colleagues and

shareholders.

The Group also engages with its colleagues in the business through The Voice Network, which is chaired

by a senior member of the Group Management Board. The Forum comprises members from across the

Group to ensure a balanced representation of the workforce and is attended by other members of senior

management from time to time. The Voice Network is a forum which allows colleagues to address any matters

of concern they have about the Group, and any matters which are deemed to be of material importance are

cascaded to the Board. For further information relating to the work of this group see page 103.

The Board approved the launch of our new People Strategy and reviewed key initiatives within it, including

enhancing key areas of the HR function. Whilst this is principally managed by the HR function, every leader

within the Group is a co-owner and responsible for its effective deployment across the business. To assist in

delivery of the people strategy the Group HR Director held a leadership event, at which 100 senior leaders

were invited to discuss our core capabilities, key initiatives and discuss progress against these initiatives.

The Chief Strategy Officer also led a Leadership event where senior leaders were invited to listen to progress

made across the Group since launching the refreshed strategic framework. Both events encouraged senior

leaders to engage further in the future strategic roadmap, collaborate on strategic initiatives and share

best practice.

Engagement with customers and suppliers

The Company regularly engages with its customers to understand their needs and enable them to receive

the widest of benefits through the Company’s customer offering. As part of this the Board considered during

the year both the services the customers look to receive and the requirements that underpin demand for

these services. The Company also engages with its suppliers at the outset of the relationship to agree on

performance metrics and ensure continual monitoring and performance. Regular meetings with our suppliers

are undertaken, which also includes periodic performance reviews to ensure compliance with the Company’s

Modern Slavery statement and its Code of Conduct. The Board reviewed and approved the Modern Slavery

statement in the year.

Further detail on how the Directors have discharged their duties under Section 172(1) of the Companies Act

is included on pages 76 to 78.

Future developments

Details of likely future developments affecting the Group are included within the Chief Executive’s review on

pages 14 to 17 and within the Our strategy section on page 18.

Disclosure of information under Listing Rule 9.8.4R(12)

Dividend waiver arrangements are in place for the employee trusts and shares held in treasury:

Section Topic Location

1 Interest capitalised N/A

2 Publication of unaudited financial information N/A

3 Details of long term incentive schemes

This can be found in the Remuneration

report on pages 102 to 121

4 Waiver of emoluments by a Director N/A

5 Waiver of future emoluments by a Director N/A

6 Non pre-emptive issues of equity for cash N/A

As item (6), in relation to major subsidiary

undertakings N/A

Parent participation in a placing by a listed

subsidiary N/A

9 Significant agreements

This can be found on page 125 of the

Directors’ report.

Provision of services by a controlling

shareholder N/A

11 Shareholder waivers of dividends

This can be found immediately above this

table

12 Shareholder waiver of future dividends N/A

13 Agreements with controlling shareholders N/A

REPORT OF THE DIRECTORS continued

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Dividends

Subject to shareholder approval, the Directors are recommending a final dividend of 17.6p per share (2024:

17.5p) which will be paid on 30 September 2025 to shareholders on the register as at close of business on 29

August 2025. Dividend waiver arrangements are in place for shares held in employee trusts and shares held

in treasury.

Political donations

No political donations were made by the Group in the year.

Subsidiaries

As a group our interests and activities are operated through subsidiaries in the UK, Spain and Ireland, and are

subject to the laws and regulations of these jurisdictions.

Significant agreements

The Group’s financing facilities (Note 20 to the financial statements) and share plans are subject to change of

control provisions.

Research and development

The Group carries out research and development necessary to support its principal activities as a mobility

solutions provider.

Energy and carbon reporting

The disclosures regarding greenhouse gas emissions, energy consumption and energy efficiency actions

included in the Companies Act (Strategic Report and Directors’ Report) Regulations 2013 (as amended) are

included in the TCFD and SECR report of the Strategic Report on pages 64 to 73.

The Remuneration report

The Remuneration report contains the following sections:

• a statement by John Pattullo, Chairman of the Remuneration Committee;

• the Remuneration Policy; and

• the Directors’ Remuneration report, which sets out payments made in the financial year ended

30 April 2025.

The statement by the Chairman and Directors’ Remuneration report will be put to an advisory shareholder

vote by ordinary resolution. The Directors’ Remuneration Policy will also be subject to a shareholder vote at

this year’s AGM. The full policy is included in the Directors’ Remuneration Report on pages 107 to 112.

The Remuneration report can be found on pages 102 to 121 and is incorporated in this Directors’ report by

reference.

Length of notice of general meetings

The minimum notice period permitted by the Companies Act for general meetings of listed companies is

21 days, but the Companies Act provides that companies may reduce this period to 14 days (other than

for AGMs) provided that two conditions are met. The first condition is that the Company offers a facility for

shareholders to vote by electronic means. This condition is met if the Company offers a facility, accessible to

all shareholders, to appoint a proxy by means of a website.

A separate notice of AGM has been issued to all shareholders which includes details of the Company’s

arrangements for electronic proxy appointment. The second condition is that there is an annual resolution of

shareholders approving the reduction of the minimum notice period from 21 days to 14 days.

A resolution to approve 14 days as the minimum period of notice for all general meetings of the Company

other than AGMs will be proposed at the AGM. The approval will be effective until the Company’s next AGM,

when it is intended that the approval be renewed.

It is the Board’s intention that this authority would not be used as a matter of routine but only when merited by

the circumstances of the meeting and in the best interests of shareholders.

Financial instruments

Details of the Group’s use of financial instruments are given in the Financial review on pages 40 to 48 and in

Note 22 to the financial statements.

Important events

On 1 May 2025, the Group cancelled 10,000,000 ordinary shares of 50p each which were held in treasury.

Following the cancellation, the Group had 10,252,974 shares held in treasury representing 4.3%

of the allotted and fully paid share capital of the Group.

Auditors

In the case of each of the persons who are Directors of the Company at the date when this report was

approved:

• so far as each of the Directors is aware, there is no relevant audit information of which the Company’s

auditors are unaware; and

• each of the Directors has taken all the steps that they ought to have taken as a Director to make himself or

herself aware of any relevant audit information (as defined) and to establish that the Company’s auditors

are aware of that information.

This confirmation is given and should be interpreted in accordance with the provisions of Section 418 of the

Companies Act.

A resolution for the appointment of PwC as auditors of the Company will be proposed at the forthcoming

AGM. This proposal is supported by the Audit Committee.

The Directors’ report, comprising the Corporate governance report and the reports of the Audit, Nominations

and Remuneration Committees, have been approved by the Board and signed on its behalf.

By order of the Board.

Avril Palmer-Baunack

Chairman

9 July 2025

REPORT OF THE DIRECTORS continued

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STATEMENT OF DIRECTORS’ RESPONSIBILITIES IN RESPECT OF THE FINANCIAL STATEMENTS

The Directors are responsible for preparing the Annual Report and the financial

statements in accordance with applicable law and regulation.

Company law requires the Directors to prepare financial statements for each financial year. Under that law

the Directors have prepared the Group financial statements in accordance with UK-adopted international

accounting standards and the Company financial statements in accordance with United Kingdom Generally

Accepted Accounting Practice (United Kingdom Accounting Standards, comprising FRS 101 ‘Reduced

Disclosure Framework’, and applicable law).

Under company law, Directors must not approve the financial statements unless they are satisfied that they

give a true and fair view of the state of affairs of the Group and Company and of the profit or loss of the Group

for that period. In preparing the financial statements, the Directors are required to:

• select suitable accounting policies and then apply them consistently;

• state whether applicable UK-adopted international accounting standards have been followed for the

Group financial statements, and United Kingdom Accounting Standards, comprising FRS 101 have

been followed for the Company financial statements, subject to any material departures disclosed and

explained in the financial statements;

• make judgements and accounting estimates that are reasonable and prudent; and

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

Group and Company will continue in business.

The Directors are responsible for safeguarding the assets of the Group and Company and hence for taking

reasonable steps for the prevention and detection of fraud and other irregularities.

The Directors are also responsible for keeping adequate accounting records that are sufficient to show and

explain the Group’s and Company’s transactions and disclose with reasonable accuracy at any time the

financial position of the Group and Company and enable them to ensure that the financial statements and the

Directors’ Remuneration report comply with the Companies Act 2006.

The Directors are responsible for the maintenance and integrity of the Company’s website. Legislation in

the United Kingdom governing the preparation and dissemination of financial statements may differ from

legislation in other jurisdictions.

Directors’ confirmations

Each of the Directors, whose names and functions are listed in the Corporate Governance section confirm

that, to the best of their knowledge:

• the Group financial statements, which have been prepared in accordance with UK-adopted international

accounting standards, give a true and fair view of the assets, liabilities, financial position and profit of the

Group;

• the Company financial statements, which have been prepared in accordance with United Kingdom

Accounting Standards, comprising FRS 101, give a true and fair view of the assets, liabilities and financial

position of the Company; and

• the Report of the Directors includes a fair review of the development and performance of the business and

the position of the Group and Company, together with a description of the principal risks and uncertainties

that it faces.

• In the case of each Director in office at the date the Directors’ report is approved:

• so far as the Director is aware, there is no relevant audit information of which the Group’s and Company’s

auditors are unaware; and

• they have taken all the steps that they ought to have taken as a Director in order to make themselves aware

of any relevant audit information and to establish that the Group’s and Company’s auditors are aware of

that information.

By Order of the Board

Martin Ward

Chief Executive Officer

9 July 2025

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respect of the financial statements

INDEPENDENT AUDITORS’ REPORT

Report on the audit of the financial statements

Opinion

In our opinion:

• ZIGUP plc’s group financial statements and company financial statements (the “financial statements”)

give a true and fair view of the state of the Group’s and of the Company’s affairs as at 30 April 2025 and of

the Group’s profit and the Group’s cash flows for the year then ended;

• the Group’s financial statements have been properly prepared in accordance with UK-adopted

international accounting standards as applied in accordance with the provisions of the Companies

Act 2006;

• the Company financial statements have been properly prepared in accordance with United Kingdom

Generally Accepted Accounting Practice (United Kingdom Accounting Standards, including FRS 101

“Reduced Disclosure Framework”, and applicable law); and

• the financial statements have been prepared in accordance with the requirements of the Companies Act

2006.

We have audited the financial statements, included within the Annual Report and Accounts (the “Annual

Report”), which comprise: the Consolidated and Company Balance sheets as at 30 April 2025; the

Consolidated income statement, the Consolidated statement of comprehensive income, the Consolidated

cash flow statement and the Consolidated and Company Statements of changes in equity for the year then

ended; and the notes to the financial statements, comprising material accounting policy information and

other explanatory information.

Our opinion is consistent with our reporting to the Audit Committee.

Basis for opinion

We conducted our audit in accordance with International Standards on Auditing (UK) (“ISAs (UK)”) and

applicable law. Our responsibilities under ISAs (UK) are further described in the Auditors’ responsibilities

for the audit of the financial statements section of our report. We believe that the audit evidence we have

obtained is sufficient and appropriate to provide a basis for our opinion.

Independence

We remained independent of the Group in accordance with the ethical requirements that are relevant to

our audit of the financial statements in the UK, which includes the FRC’s Ethical Standard, as applicable to

listed public interest entities, and we have fulfilled our other ethical responsibilities in accordance with these

requirements.

To the best of our knowledge and belief, we declare that non-audit services prohibited by the FRC’s Ethical

Standard were not provided.

Other than those disclosed in Note 6, we have provided no non-audit services to the Company or its

controlled undertakings in the period under audit.

Our audit approach

Overview

Audit scope

• The Group is organised into 26 reporting components and the Group financial statements are a

consolidation of these reporting components.

• Of the 26 components we identified five which, in our view, required a full scope audit either due to their

size or risk characteristics.

• Specific audit procedures were performed over a further five reporting components due to their

contributions to the financial statement line items in the Group financial statements. These include

procedures over cost of sales, revenue, cash and bank balances, finance costs, borrowings,

administration expenses, lease liabilities, provisions, other intangible assets and amortisation of intangible

assets.

• As a result of this scoping we obtained coverage over 86% of the consolidated revenues and 84% of the

consolidated profit before tax and exceptional items.

Key audit matters

• Determining appropriate depreciation rates for vehicle assets held for hire (group)

• Claims due from insurance companies and self-insuring organisations, incorporating revenue recognition

(group)

• Recoverability of investments in subsidiary undertakings and amounts owed by subsidiary undertakings

(parent)

Materiality

• Overall group materiality: £7,940,000 (2024: £8,100,000) based on 5% of average profit before tax and

exceptional items over 3 years.

• Overall company materiality: £16,600,000 (2024: £15,700,000) based on 1% of total assets.

• Performance materiality: £5,955,000 (2024: £6,100,000) (group) and £12,450,000 (2024: £11,775,000)

(company).

The scope of our audit

As part of designing our audit, we determined materiality and assessed the risks of material misstatement in

the financial statements.

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INDEPENDENT AUDITORS’ REPORT continued

Key audit matters

Key audit matters are those matters that, in the auditors’ professional judgement, were of most significance

in the audit of the financial statements of the current period and include the most significant assessed risks of

material misstatement (whether or not due to fraud) identified by the auditors, including those which had the

greatest effect on: the overall audit strategy; the allocation of resources in the audit; and directing the efforts

of the engagement team. These matters, and any comments we make on the results of our procedures

thereon, were addressed in the context of our audit of the financial statements as a whole, and in forming our

opinion thereon, and we do not provide a separate opinion on these matters.

This is not a complete list of all risks identified by our audit.

The key audit matters below are consistent with last year.

Key audit matter How our audit addressed the key audit matter

Determining appropriate depreciation rates for

vehicle assets held for hire (group)

We have obtained management’s model to support

the depreciation rates selected and confirmed

its mathematical accuracy. We challenged

management’s assumptions of expected future

market values of hire vehicles, taking into account

the various judgements used in the calculation of

future residual values. We have also considered how

future average prices correlate with expectations

around vehicle supply and have corroborated

management’s expectations of vehicle supply

and demand against external third-party industry

reports. In addition we performed sensitivities on the

residual values used by management. We performed

detailed testing of the calculations supporting the

estimates and judgements taken by management,

including comparison to recent actual market

prices achieved on disposal of similar vehicles. We

challenged management’s assumptions in respect of

the future changes to the vehicle hire fleet, including

expected infleets, defleets and purchase pricing.

We have tested the actual outturn in the year against

management judgements as part of our lookback

procedures. We also considered the adequacy of

the Group’s disclosures in respect of the estimation

uncertainty in setting appropriate depreciation rates.

Based on the procedures performed, we were able

to obtain sufficient audit evidence in respect of the

judgements and estimates applied by management

in determining the depreciation rates used.

The Group has a total of £1,511.3m (2024:

£1,300.7m) of vehicle assets held for hire with

a depreciation charge totalling £258.7m (2024:

£205.2m). The Group adopts an accounting

policy that uses depreciation rates based on

estimated useful lives with the anticipation

that the net book value of these vehicle assets

approximates to their market value at the time

of disposal. This policy seeks to minimise any

significant gains or losses upon disposal of the

vehicle assets. This policy requires management

to make an estimate of what the residual value

will be at the time of disposal. Determining likely

residual values for future vehicle disposals is

judgemental and requires a number of judgments

and estimates to be made, including the age,

condition and expected future market conditions,

such as forecast levels of supply and demand.

Further explanation is included in the Group’s

critical accounting judgements and key sources

of estimation uncertainty in Note 3 and the Report

of the Audit Committee on pages 96 to 101. The

disclosures in respect of vehicle assets held for

hire are shown in Notes 2, 3 and 14.

Key audit matter How our audit addressed the key audit matter

Claims due from insurance companies and

self-insuring organisations, incorporating

revenue recognition (group)

We assessed the accounting policy and approach

to recognising revenue to ensure it was consistent

with the principles of IFRS 15 ‘Revenue from

contracts with customers’ and in particular variable

consideration. We reperformed the calculation within

the model from the input data such as the ageing

and recovery rates. We assessed and challenged

the key assumptions used by management to derive

the variable consideration adjustment, taking into

account historical collection rates for individual

insurers for each category of claim and any outliers

within the data. We assessed whether there was

any contradictory evidence which could call into

question the assumptions made and we corroborated

explanations provided to supporting information or

evidence. We formed an independent view of the

adequacy of the variable consideration adjustment,

by obtaining invoice and settlement data since

January 2016. We used this data to analyse the

historical collection performance of monthly cohorts

of invoices for each category of claim and derived

an expectation of the potential settlement of claims

outstanding at the balance sheet date. We also

requested management perform a look back test, by

assessing the outcome of cash settlements in the

period against the assumptions made in determining

the variable consideration adjustment at the previous

balance sheet date. Using the historical recovery

rates and aging profiles we calculated an auditors

range as of the expected provision required. The

results of this look back test have been disclosed in

the financial statements within Note 17, receivables

and contract assets. We have considered the

adequacy of the disclosures in respect of estimation

uncertainty included within the financial statements.

Based on the procedures above, we concluded that

the level of the provision held at the balance sheet

date is reasonable.

Within the Claims & Services operating segment

the Group recognises contract assets amounting

to £166.1m (2024: £196.0m) on claims due

from insurance companies and self-insuring

organisations which are subject to the insurance

claims being settled. Included within this balance

is revenue recognised on non-protocol hire claims

which represents variable consideration and is

subject to a variable consideration adjustment

which takes into account the settlement risk. This

includes historical and expected collection rates,

as well as the aged profile of amounts due. The

assumptions underlying the calculation of the

variable consideration adjustment, as well as the

adjustments made, involve significant judgement

and therefore impact both the carrying value of

the associated assets and revenue recognised in

relation to the associated claims. We determined

that the valuation of outstanding claims,which

incorporates the variable consideration

adjustment,has a high degree of estimation

uncertainty, with a potential range of reasonable

outcomes greater than our materiality for the

financial statements as a whole, and possibly

many times that amount. Further explanation

of the estimation uncertainty is included in the

critical accounting judgements and key sources of

estimation uncertainty in Note 3 and the Report of

the Audit Committee on pages 96 to 101.

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INDEPENDENT AUDITORS’ REPORT continued

Key audit matter How our audit addressed the key audit matter

Recoverability of investments in subsidiary

undertakings and amounts owed by subsidiary

undertakings (parent)

We evaluated and challenged management’s process

for assessing impairment triggers for investments in

subsidiary undertakings and management’s IFRS

9 expected credit loss assessment in respect of

amounts owed by subsidiary undertakings.We have

undertaken the following in respect of the investment

in subsidiary undertakings:

• Compared the carrying value to the net assets of

the underlying investment;

• Compared historical performance to historical

forecasts to assess accuracy in the budget

process;

• We engaged with PwC experts to assess the

discount rate;

• We assessed the reasonableness of the revenue

and cost assumptions and performed sensitivity

analysis on the forecasts, including downside

scenarios to assess headroom.

• Assessed the Group’s budgeting procedures as a

basis for value in use calculations;

We have considered management’s approach to

the expected credit loss assessment of each of the

counterparty balances and the risk of default.We have

also considered the adequacy of the disclosures in

respect of investments in subsidiary undertakings

and amounts receivable from subsidiary

undertakings. We are satisfied with management’s

conclusion on the carrying value of investments and

amounts due from subsidiary undertakings.

The Company has significant investments in

respect of acquisitions made across various

subsidiaries amounting to £454.3m (2024:

£451.0m) and amounts owed from subsidiary

undertakings amounting to £1,175.9m (2024:

£1,078.6m). The recoverable amount of the

subsidiary is impacted by various factors, a

number of which are outside of the Group’s

control, which could affect whether results are in

line with expectations. Where a subsidiary has

been subject to poor historical performance,

there is a risk around the recoverability of this

investment. There is inherent uncertainty and

judgement in forecasting future cash flows, and

therefore this is a particularly judgemental area of

the audit. Amounts due from group undertakings

are considered as part of management’s IFRS 9

expected credit loss assessment. The disclosures

in respect of investments in subsidiary

undertakings and amounts owed by subsidiary

undertakings are shown in Notes 2, 3, 5 and 7.

How we tailored the audit scope

We tailored the scope of our audit to ensure that we performed enough work to be able to give an opinion

on the financial statements as a whole, taking into account the structure of the Group and the company, the

accounting processes and controls, and the industry in which they operate.

The Group is organised into 26 reporting components and the Group financial statements are a consolidation

of these reporting components. The reporting components vary in size and we identified five components, in

the UK and Spain, that required a full-scope audit of their financial information due to either their size or risk

characteristics.

Specific audit procedures were performed over a further five reporting components due to their contributions

to the financial statement line items in the Group financial statements. These include procedures over cost

of sales, revenue, bank balances, finance costs, borrowings, administration expenses, lease liabilities,

provisions, other intangible assets and amortisation of intangible assets.

Our audit scope was determined by considering the significance of each component’s contribution to profit

before tax and exceptional items, and individual financial statement line items, with specific consideration

to obtaining sufficient coverage over significant risks. As a result of this scoping we obtained coverage over

86% of the consolidated revenues and 84% of the consolidated profit before tax and exceptional items.

The group engagement team were significantly involved at all stages of the component audit by virtue of

numerous communications throughout, including the issuance of detailed audit instructions and review

and discussions of the audit approach and findings, in particular over our areas of focus. The group audit

team met with local management and the component audit team and attended their clearance meeting. In

addition, we reviewed the component team reporting results and their supporting working papers, which

together with the additional procedures performed at group level, gave us the evidence required for our

opinion on the financial statements as a whole. Our audit procedures at the group level included the audit

of the consolidation, goodwill and other intangible assets, investments in associates, income and deferred

taxation and certain aspects of IFRS 16 ‘Leases’. The group engagement team also performed the audit of

the Company.

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The impact of climate risk on our audit

Climate change is expected to present both risks and opportunities for the Group. As explained in the

Sustainability section of the Strategic Report, the Group is mindful of its impact on the environment and is

focussed on ways to reduce climate-related impacts as management continues to develop its plans towards

a net zero pathway by 2050. Management’s climate change initiatives and commitments will impact the

Group in a variety of ways, and while the Group has started to quantify some of the impacts that may arise on

its net zero pathway, the future financial impacts are clearly uncertain given the medium to long term horizon.

Disclosure of the impact of climate change risk based on management’s current assessment is incorporated

in the Task Force on Climate-Related Financial Disclosures (TCFD) section of the Annual Report.

As part of our audit, we made enquiries of management to understand the extent of the potential impact of

climate change on the Group’s business and the financial statements, including reviewing management’s

climate change risk assessment which was prepared with support from an external expert. We used our

knowledge of the Group to evaluate the risk assessment performed by management.

We assessed that the key areas in the financial statements which are more likely to be materially impacted by

climate change are those areas that are based on future cash flows. As a result, we particularly considered

how climate change risks and the impact of climate commitments made by the Group could impact the

assumptions made in the forecasts prepared by management that are used in the Group’s impairment

analysis and for going concern purposes. We challenged how management had considered longer term

physical risks such as severe weather related impacts, and shorter term transitional risks such as policy

changes in fuel subsidies and limited supply of EV’s and hybrids. Our procedures did not identify any material

impact on our audit for the year ended 30 April 2025. We also checked the consistency of the disclosures

in the TCFD section of the Annual Report with the relevant financial statement disclosures, including the

going concern section of the accounting policies, and with our understanding of the business and knowledge

obtained in the audit.

We confirmed with management and the Audit Committee that the estimated financial impacts of climate

change will be reassessed prospectively and our expectation is that climate change disclosures will evolve as

the understanding of the actual and potential impacts on the Group’s future operations are established with

greater certainty.

Materiality

The scope of our audit was influenced by our application of materiality. We set certain quantitative thresholds

for materiality. These, together with qualitative considerations, helped us to determine the scope of our audit

and the nature, timing and extent of our audit procedures on the individual financial statement line items and

disclosures and in evaluating the effect of misstatements, both individually and in aggregate on the financial

statements as a whole.

Based on our professional judgement, we determined materiality for the financial statements as a whole as

follows:

Financial statements – group Financial statements – company

Overall

materiality

£7,940,000 (2024: £8,100,000). £16,600,000 (2024: £15,700,000).

How we

determined it

5% of average profit before tax and

exceptional items over three years

1% of total assets

Rationale for

benchmark

applied

Based on the benchmarks used in

the Annual Report, profit before tax

and exceptional items is the primary

measure used by the shareholders

in assessing the performance of the

Group, and is a generally accepted

auditing benchmark. We have chosen

this as our benchmark as it is a key

performance measure disclosed to

users of the financial statements. This

figure takes prominence in the Annual

Report, as well as the communications

to both the shareholders and the

market, and an element of management

remuneration is linked to this

performance measure. Due to volatility

in the benchmark over the last three

years, an average was used to calculate

the current year materiality. Based on

this it is considered appropriate to use

the three-year average adjusted profit

before tax figure for the year as an

appropriate benchmark.

We believe that total assets are considered

to be appropriate as it is not a profit oriented

company. The Company is a non-trading

holding company only and therefore total

assets is deemed a generally accepted

auditing benchmark.

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For each component in the scope of our group audit, we allocated a materiality that is less than our overall

group materiality. The range of materiality allocated across components was between £2,000,000 and

£6,500,000. Certain components were audited to a local statutory audit materiality that was also less than

our overall group materiality.

We use performance materiality to reduce to an appropriately low level the probability that the aggregate of

uncorrected and undetected misstatements exceeds overall materiality. Specifically, we use performance

materiality in determining the scope of our audit and the nature and extent of our testing of account balances,

classes of transactions and disclosures, for example in determining sample sizes. Our performance

materiality was 75% (2024: 75%) of overall materiality, amounting to £5,955,000 (2024: £6,100,000) for the

group financial statements and £12,450,000 (2024: £11,775,000) for the company financial statements.

In determining the performance materiality, we considered a number of factors – the history of

misstatements, risk assessment and aggregation risk and the effectiveness of controls – and concluded that

an amount at the upper end of our normal range was appropriate.

We agreed with the Audit Committee that we would report to them misstatements identified during our audit

above £397,000 (group audit) (2024: £405,000) and £830,000 (company audit) (2024: £785,000) as well as

misstatements below those amounts that, in our view, warranted reporting for qualitative reasons.

Conclusions relating to going concern

Our evaluation of the directors’ assessment of the Group’s and the Company’s ability to continue to adopt the

going concern basis of accounting included:

• We obtained from management their latest assessments supporting their conclusions with respect to the

going concern basis of preparation of the financial statements;

• We evaluated the historical accuracy of the budgeting process to assess the reliability of the data;

• We evaluated management’s base case forecast and downside scenarios, and challenged the adequacy

and appropriateness of the underlying assumptions;

• In conjunction with the above we have also reviewed management’s analysis of both liquidity, including

the Group’s available financing and maturity profile, and covenant compliance to satisfy ourselves that no

breaches are anticipated over the period of assessment;

• We reviewed management accounts for the financial period to date and checked that these were

consistent with the starting point of management’s forecasts, and supported the key assumptions included

in the assessment; and

• We have reviewed the disclosures made in respect of going concern included in the financial statements.

Based on the work we have performed, we have not identified any material uncertainties relating to events

or conditions that, individually or collectively, may cast significant doubt on the Group’s and the Company’s

ability to continue as a going concern for a period of at least 12 months from when the financial statements

are authorised for issue.

In auditing the financial statements, we have concluded that the directors’ use of the going concern basis of

accounting in the preparation of the financial statements is appropriate.

However, because not all future events or conditions can be predicted, this conclusion is not a guarantee as

to the Group’s and the company’s ability to continue as a going concern.

In relation to the directors’ reporting on how they have applied the UK Corporate Governance Code, we have

nothing material to add or draw attention to in relation to the directors’ statement in the financial statements

about whether the directors considered it appropriate to adopt the going concern basis of accounting.

Our responsibilities and the responsibilities of the directors with respect to going concern are described in the

relevant sections of this report.

Reporting on other information

The other information comprises all of the information in the Annual Report other than the financial

statements and our auditors’ report thereon. The directors are responsible for the other information. Our

opinion on the financial statements does not cover the other information and, accordingly, we do not express

an audit opinion or, except to the extent otherwise explicitly stated in this report, any form of assurance

thereon.

In connection with our audit of the financial statements, our responsibility is to read the other information and,

in doing so, consider whether the other information is materially inconsistent with the financial statements

or our knowledge obtained in the audit, or otherwise appears to be materially misstated. If we identify

an apparent material inconsistency or material misstatement, we are required to perform procedures to

conclude whether there is a material misstatement of the financial statements or a material misstatement

of the other information. If, based on the work we have performed, we conclude that there is a material

misstatement of this other information, we are required to report that fact. We have nothing to report based on

these responsibilities.

With respect to the Strategic report and Report of the Directors, we also considered whether the disclosures

required by the UK Companies Act 2006 have been included.

Based on our work undertaken in the course of the audit, the Companies Act 2006 requires us also to report

certain opinions and matters as described below.

INDEPENDENT AUDITORS’ REPORT continued

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Strategic report and Report of the Directors

In our opinion, based on the work undertaken in the course of the audit, the information given in the Strategic

report and Report of the Directors for the year ended 30 April 2025 is consistent with the financial statements

and has been prepared in accordance with applicable legal requirements.

In light of the knowledge and understanding of the group and company and their environment obtained in the

course of the audit, we did not identify any material misstatements in the Strategic report and Report of the

Directors.

Directors’ Remuneration

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

accordance with the Companies Act 2006.

Corporate governance statement

The Listing Rules require us to review the directors’ statements in relation to going concern, longer-term

viability and that part of the corporate governance statement relating to the company’s compliance with the

provisions of the UK Corporate Governance Code specified for our review. Our additional responsibilities with

respect to the corporate governance statement as other information are described in the Reporting on other

information section of this report.

Based on the work undertaken as part of our audit, we have concluded that each of the following elements of

the corporate governance statement, included within the Corporate governance section of the Annual Report

and Accounts is materially consistent with the financial statements and our knowledge obtained during the

audit, and we have nothing material to add or draw attention to in relation to:

• The Directors’ confirmation that they have carried out a robust assessment of the emerging and principal

risks;

• The disclosures in the Annual Report that describe those principal risks, what procedures are in place to

identify emerging risks and an explanation of how these are being managed or mitigated;

• The Directors’ statement in the financial statements about whether they considered it appropriate to

adopt the going concern basis of accounting in preparing them, and their identification of any material

uncertainties to the Group’s and company’s ability to continue to do so over a period of at least twelve

months from the date of approval of the financial statements;

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

assessment covers and why the period is appropriate; and

• The Directors’ statement as to whether they have a reasonable expectation that the company will be able

to continue in operation and meet its liabilities as they fall due over the period of its assessment, including

any related disclosures drawing attention to any necessary qualifications or assumptions.

Our review of the Directors’ statement regarding the longer term viability of the group and company was

substantially less in scope than an audit and only consisted of making inquiries and considering the

Directors’ process supporting their statement; checking that the statement is in alignment with the relevant

provisions of the UK Corporate Governance Code; and considering whether the statement is consistent with

the financial statements and our knowledge and understanding of the Group and the Company and their

environment obtained in the course of the audit.

In addition, based on the work undertaken as part of our audit, we have concluded that each of the following

elements of the corporate governance statement is materially consistent with the financial statements and

our knowledge obtained during the audit:

• The Directors’ statement that they consider the Annual Report, taken as a whole, is fair, balanced and

understandable, and provides the information necessary for the members to assess the Group’s and the

Company’s position, performance, business model and strategy;

• The section of the Annual Report that describes the review of effectiveness of risk management and

internal control systems; and

• The section of the Annual Report describing the work of the Audit Committee.

We have nothing to report in respect of our responsibility to report when the directors’ statement relating to

the company’s compliance with the Code does not properly disclose a departure from a relevant provision of

the Code specified under the Listing Rules for review by the auditors.

Responsibilities for the financial statements and the audit

Responsibilities of the directors for the financial statements

As explained more fully in the Statement of Directors’ responsibilities in respect of the financial statements,

the Directors are responsible for the preparation of the financial statements in accordance with the applicable

framework and for being satisfied that they give a true and fair view. The Directors are also responsible for

such internal control as they determine is necessary to enable the preparation of financial statements that are

free from material misstatement, whether due to fraud or error.

In preparing the financial statements, the Directors are responsible for assessing the Group’s and the

Company’s ability to continue as a going concern, disclosing, as applicable, matters related to going concern

and using the going concern basis of accounting unless the directors either intend to liquidate the Group or

the Company or to cease operations, or have no realistic alternative but to do so.

INDEPENDENT AUDITORS’ REPORT continued

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Auditors’ responsibilities for the audit of the financial statements

Our objectives are to obtain reasonable assurance about whether the financial statements as a whole are free

from material misstatement, whether due to fraud or error, and to issue an auditors’ report that includes our

opinion. Reasonable assurance is a high level of assurance, but is not a guarantee that an audit conducted

in accordance with ISAs (UK) will always detect a material misstatement when it exists. Misstatements can

arise from fraud or error and are considered material if, individually or in the aggregate, they could reasonably

be expected to influence the economic decisions of users taken on the basis of these financial statements.

Irregularities, including fraud, are instances of non-compliance with laws and regulations. We design

procedures in line with our responsibilities, outlined above, to detect material misstatements in respect of

irregularities, including fraud. The extent to which our procedures are capable of detecting irregularities,

including fraud, is detailed below.

Based on our understanding of the group and industry, we identified that the principal risks of non-

compliance with laws and regulations related to direct laws and regulations, for example corporation tax

legislation and the Companies Act 2006, and we considered the extent to which non-compliance might have

a material effect on the financial statements. We evaluated management’s incentives and opportunities for

fraudulent manipulation of the financial statements (including the risk of override of controls), and determined

that the principal risks were related to posting inappropriate journal entries to manipulate revenue and

financial performance and management bias included within accounting judgements and estimates. The

group engagement team shared this risk assessment with the component auditors so that they could include

appropriate audit procedures in response to such risks in their work. Audit procedures performed by the

group engagement team and/or component auditors included:

• Review of board minutes, discussions with management, Group Internal Audit and the Group’s legal

function, including consideration of known or suspected instances of non-compliance with laws and

regulations and fraud;

• Evaluation of management’s controls designed to prevent and detect fraudulent financial reporting;

• Identifying and testing journal entries, in particular any journal entries posted with unusual account

combinations including to revenue;

• Assessing management’s significant judgements and estimates in particular to those relating to the

determination of depreciation rates for vehicles held for hire and claims due from insurance companies

and self-insuring organisations; and

• Reviewing financial statement disclosures and testing to supporting documentation, where appropriate, to

assess compliance with applicable laws and regulations.

There are inherent limitations in the audit procedures described above. We are less likely to become aware of

instances of non-compliance with laws and regulations that are not closely related to events and transactions

reflected in the financial statements. Also, the risk of not detecting a material misstatement due to fraud is

higher than the risk of not detecting one resulting from error, as fraud may involve deliberate concealment by,

for example, forgery or intentional misrepresentations, or through collusion.

Our audit testing might include testing complete populations of certain transactions and balances, possibly

using data auditing techniques. However, it typically involves selecting a limited number of items for testing,

rather than testing complete populations. We will often seek to target particular items for testing based on

their size or risk characteristics. In other cases, we will use audit sampling to enable us to draw a conclusion

about the population from which the sample is selected.

A further description of our responsibilities for the audit of the financial statements is located on the FRC’s

website at: www.frc.org.uk/auditorsresponsibilities. This description forms part of our auditors’ report.

Use of this report

This report, including the opinions, has been prepared for and only for the company’s members as a body in

accordance with Chapter 3 of Part 16 of the Companies Act 2006 and for no other purpose. We do not, in giving

these opinions, accept or assume responsibility for any other purpose or to any other person to whom this

report is shown or into whose hands it may come save where expressly agreed by our prior consent in writing.

Other required reporting

Companies Act 2006 exception reporting

Under the Companies Act 2006 we are required to report to you if, in our opinion:

• we have not obtained all the information and explanations we require for our audit; or

• adequate accounting records have not been kept by the Company, or returns adequate for our audit have

not been received from branches not visited by us; or

• certain disclosures of directors’ remuneration specified by law are not made; or

• the company financial statements and the part of the Directors’ Remuneration Report to be audited are not

in agreement with the accounting records and returns.

We have no exceptions to report arising from this responsibility.

Appointment

Following the recommendation of the Audit Committee, we were appointed by the members on 17 June 2015

to audit the financial statements for the year ended 30 April 2016 and subsequent financial periods. The period

of total uninterrupted engagement is 10 years, covering the years ended 30 April 2016 to 30 April 2025.

Other matter

The company is required by the Financial Conduct Authority Disclosure Guidance and Transparency Rules

to include these financial statements in an annual financial report prepared under the structured digital format

required by DTR 4.1.15R – 4.1.18R and filed on the National Storage Mechanism of the Financial Conduct

Authority. This auditors’ report provides no assurance over whether the structured digital format annual

financial report has been prepared in accordance with those requirements.

Jonathan Greenaway (Senior Statutory Auditor)

for and on behalf of PricewaterhouseCoopers LLP

Chartered Accountants and Statutory Auditors

Newcastle upon Tyne

9 July 2025

INDEPENDENT AUDITORS’ REPORT continued

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Financial

statements.

135 Consolidated income

statement

136 Consolidated statement of

comprehensive income

137 Consolidated balance

sheet

139 Consolidated cash flow

statement

140 Notes to the consolidated

cash flow statement

141 Consolidated statement of

changes in equity

142 Notes to the consolidated

financial statements

188 Company balance sheet

189 Company statement of

changes in equity

190 Notes to the Company

financial statements

Other information

200 Glossary

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		2025	2024
	Note(s)	£000	£000
Revenue: hire of vehicles	5	682,888	6 49, 271
Revenue: sale of vehicles	5	2 5 7, 6 0 0	312,469
Revenue: claims and services	5	872 ,156	87 1,387
Total revenue	5	1, 812 ,64 4	1,8 33,127
Cost of sales		(1,414,7 45)	(1 ,4 00 ,2 3 6)
Gross profit		3 9 7, 8 9 9	4 32,8 91
Administrative expenses (excluding exceptional items)		(23 2,497)	(2 29 ,2 70)
Net impairment of trade receivables (excluding exceptional items)	6	(8, 417)	(9 ,782)
Exceptional administrative expenses: impairment of trade receivables	28	(3,006)	–
Exceptional administrative expenses: other operating costs	28	(17,617)	–
Total administrative expenses		(261,537)	(2 39 ,0 52)
Operating profit	6	136,362	193,83 9
Share of net profit of associates accounted for using the equity method	15	170	1,296
EBIT	5	136,532	19 5,13 5
Finance income		1,495	596
Finance costs	8	(3 6, 55 9)	(3 3, 62 8)
Profit before taxation		101 ,4 6 8	162,103
Taxation	9	(21 ,62 3)	(3 7, 0 8 5)
Profit for the year		79,8 45	1 25,018
Profit for the year is wholly attributable to owners of the Parent Company. All results arise from continuing operations.
Earnings per share		2025	2024
Basic	11	35 .6p	5 5.2p
Diluted	11	34.9p	5 4.0p

Throughout this report we refer to underlying results in order to allow management and other stakeholders to better compare the performance of the Group between years. For a reconciliation of underlying to reported results

see pages 49 to 50.

CONSOLIDATED INCOME STATEMENT FOR THE YEAR ENDED 30 APRIL 2025

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		2025	2024
	Note	£000	£000
Amounts attributable to the owners of the Parent Company
Profit attributable to the owners		79,8 45	1 25,018
Other comprehensive expense
Foreign exchange differences on retranslation of net assets of subsidiary undertakings	27	1 ,41 3	(15,326)
Net foreign exchange differences on long term borrowings held as hedges	27	(1 , 8 59)	1 1,252
Foreign exchange difference on revaluation reserve	27	(2)	(3 3)
Net fair value gains on cash flow hedges		(1 04)	104
Deferred tax charge recognised directly in equity relating to cash flow hedges		26	(26)
Total other comprehensive expense		(52 6)	(4 ,0 2 9)
Total comprehensive income for the year		79,319	120,9 89

All items will subsequently be reclassified to the consolidated income statement.

CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME FOR THE YEAR ENDED 30 APRIL 2025

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Contents_Gen_Section L2 Contents_Gen_Divider Contents_Gen_TextContents_Gen_Section Consolidated statement of comprehensive

income

		2025	2024
	Note	£000	£000
Non-current assets
Goodwill	12	111, 906	11 5,918
Other intangible assets	13	94,3 36	111,054
Property, plant and equipment	14	1,68 3,456	1,48 3,3 44
Deferred tax assets	23	1,0 95	1 ,878
Interest in associates	15	–	4,502
Total non-current assets		1 ,8 90 ,79 3	1 ,71 6,6 9 6
Current assets
Inventories	16	28,509	38,261
Receivables and contract assets	17	3 78 ,1 47	421,032
Derivative financial instrument assets	22	–	104
Income tax assets		4,202	9, 271
Cash and bank balances		3 3,73 8	3 9,802
Total current assets		444, 596	5 08,47 0
Total assets		2,335,389	2,225 ,166
Current liabilities
Trade and other payables	18	3 40,45 0	3 35,597
Provisions	19	4 ,73 8	4, 170
Income tax liabilities		238	29
Lease liabilities	21	3 9,507	51,4 42
Borrowings	20	5 4,367	5 7, 5 4 2
Total current liabilities		43 9,30 0	4 48 ,78 0
Net current assets		5, 296	59,6 90
Non-current liabilities
Income tax liabilities		2,54 9	–
Provisions	19	10,323	1 0,336
Lease liabilities	21	9 8,47 3	11 3,082
Borrowings	20	678, 086	5 59,96 4
Deferred tax liabilities	23	4 3, 501	4 9,607
Total non-current liabilities		832,932	732 ,989
Total liabilities		1,272,2 32	1,181, 769
Net assets		1 ,063 ,157	1,04 3,397

CONSOLIDATED BALANCE SHEET AS AT 30 APRIL 2025

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CONSOLIDATED BALANCE SHEET AS AT 30 APRIL 2025 continued

		2025	2024
	Note	£000	£000
Equity
Share capital	24	12 3,046	123, 046
Share premium account	25	11 3, 510	113,510
Treasury shares reserve	26	(7 2, 82 0)	(6 7, 4 8 8)
Own shares reserve	26	(3 ,74 0)	(9 ,6 9 4)
Translation reserve	27	(7, 2 0 5)	(6,7 59)
Other reserves	27	3 30,45 4	330,534
Retained earnings
At 1 May		560, 248	5 00,2 70
Profit for the financial year		79,8 45	1 25,018
Dividends paid		(59 ,04 2)	(5 6, 178)
Other changes in retained earnings		(1 , 13 9)	(8,862)
At 30 April		57 9,91 2	56 0,24 8
Total equity		1,0 63,1 57	1 ,043 ,397

Total equity is wholly attributable to the owners of the Parent Company (Company number 00053171). The financial statements on pages 134 to 187 were approved by the Board of Directors on 9 July 2025 and signed on its

behalf by:

Martin Ward

Chief Executive Officer

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		2025	2024
		£000	£000
	Note		Restated
Cash generated from operations	(a)	50 9,7 30	4 40,671
Income taxes paid, net		(1 8 ,2 5 5)	(33,371)
Interest paid		(3 4, 85 5)	(3 1, 48 6)
Net cash generated from operations before purchases of and proceeds from disposal of vehicles for hire		45 6,620	3 75,814
Purchases of vehicles for hire		(6 7 2 ,74 4)	(553, 537)
Proceeds from disposals of vehicles for hire		232 ,576	287 ,983
Net cash generated from operations		16,4 52	110, 260
Investing activities
Finance income		1,495	596
Distributions from associates	15	476	2 ,001
Payment for acquisition of subsidiary, net of cash acquired	4	–	(4 ,0 5 1)
Proceeds from disposal of other property, plant and equipment		965	1,4 32
Purchases of other property, plant and equipment		(11 , 1 0 6)	(15, 757)
Purchases of intangible assets		(3, 09 8)	(2 ,01 9)
Net cash used in investing activities		(11 , 2 6 8)	(17 , 79 8)
Financing activities
Dividends paid		(59 ,04 2)	(5 6, 178)
Receipt of bank loans and other borrowings		21 2, 68 5	33 ,078
Repayments of bank loans and other borrowings		(8 7, 6 8 0)	–
Debt issue costs paid		(4,022)	–
Principal element of lease payments		(59 ,5 01)	(6 5,0 47)
Payments to acquire treasury shares		(5, 33 2)	(24,878)
Proceeds from sale of own shares		263	2,82 9
Net cash used in financing activities		(2 ,62 9)	(11 0, 19 6)
Net increase (decrease) in cash and cash equivalents		2,555	(1 7, 7 3 4)
Cash and cash equivalents at 1 May		(6, 818)	1 1,681
Effect of foreign exchange movements		393	(76 5)
Cash and cash equivalents at 30 April	(b)	(3, 87 0)	(6,8 18)

The line items above net cash generated from operations have been restated to be presented in the Consolidated cash flow statement instead of the Notes to the consolidated cash flow statement in line with the requirements of IAS 7.

CONSOLIDATED CASH FLOW STATEMENT FOR THE YEAR ENDED 30 APRIL 2025

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(a) Net cash generated from operations

	2025	2024
	£000	£000
		Restated
Operating profit	136,362	193,83 9
Adjustments for:
Depreciation of property, plant and equipment	287 ,557	231, 293
Impairment of goodwill	4, 012	–
Impairment of property, plant and equipment	1,043	–
Impairment of interest in associates	4,196	–
Amortisation of intangible assets	19, 812	19, 961
Gain on disposal of other property, plant and equipment	(31)	(76)
Share options fair value charge	3, 691	5,23 9
Operating cash flows before movements in working capital	45 6,642	450,256
Decrease (increase) in non-vehicle inventories	1 ,4 51	(2 ,78 8)
Decrease in receivables	44,888	2 6,049
Increase (decrease) in payables	6,326	(39, 63 0)
Increase in provisions	423	6 ,78 4
Cash generated from operations	50 9,7 30	4 40,671
The line items between cash generated from operations and net cash generated from operations have been restated to be presented in the Consolidated cash flow statement instead of the Notes to the consolidated cash flow statement in line with the requirements of IAS 7.
Cash outflows for additions and proceeds from disposal in relation to vehicles for hire are recognised within operating cashflows. Cash outflows for additions and proceeds from disposal in relation to other property, plant and equipment are recognised as investing activities.
(b) Cash and cash equivalents	2025	2024
	£000	£000
Cash and cash equivalents comprise:
Cash and bank balances	3 3,73 8	3 9,802
Bank overdrafts	(3 7, 6 0 8)	(4 6 ,6 2 0)
Cash and cash equivalents	(3, 87 0)	(6, 81 8)

Cash and bank balances are stated gross where arrangements exist to pool accounts and offset balances, but are not net settled.

NOTES TO THE CONSOLIDATED CASH FLOW STATEMENT FOR THE YEAR ENDED 30 APRIL 2025

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Contents_Gen_Section L2 Contents_Gen_Divider Contents_Gen_TextContents_Gen_Section

	Share capital	Treasury
	and share	shares	Own shares	Translation	Other	Retained
	premium 1	reserve 2	reserve 2	reserve 3	reserves 3	earnings	Total
	£000	£000	£000	£000	£000	£000	£000
Total equity at 1 May 2023	236,556	(60 ,42 0)	(9,615)	(2 ,6 85)	3 30,48 9	5 00,270	9 94,595
Share options fair value charge	–	–	–	–	–	5,23 9	5,239
Share options exercised	–	–	–	–	–	(14,90 2)	(14,902)
Dividends paid	–	–	–	–	–	(5 6, 178)	(5 6 ,178)
Purchase of shares net of proceeds received on exercise of share options	–	(2 4,878)	2,829	–	–	–	(22,049)
Transfer treasury shares to own shares reserve	–	1 7, 8 1 0	(17,810)	–	–	–	–
Transfer of shares on vesting of share options	–	–	14,9 02	–	–	–	14,9 02
Deferred tax on share based payments recognised in equity	–	–	–	–	–	801	8 01
Total comprehensive income	–	–	–	(4 , 074)	45	1 25,018	12 0,989
Total equity at 30 April 2024 and 1 May 2024	236,556	(6 7, 4 8 8)	(9,6 9 4)	(6 ,75 9)	330, 534	5 60,24 8	1 ,04 3,397
Share options fair value charge	–	–	–	–	–	3,691	3,691
Share options exercised	–	–	–	–	–	(5, 69 2)	(5 ,6 92)
Dividends paid	–	–	–	–	–	(5 9,0 4 2)	(59 ,0 42)
Purchase of shares net of proceeds received on exercise of share options	–	(5,332)	262	–	–	–	(5 ,07 0)
Transfer of shares on vesting of share options	–	–	5,69 2	–	–	–	5,6 92
Deferred tax on share based payments recognised in equity	–	–	–	–	–	862	862
Total comprehensive income	–	–	–	(4 4 6)	(80)	7 9,84 5	79,319
Total equity at 30 April 2025	236,556	(72 , 820)	(3 ,74 0)	(7, 2 0 5)	33 0,454	5 79,91 2	1 ,06 3,157

1 Further details can be found within Note 24 and 25.

2 Further details can be found within Note 26.

3 Other reserves comprise the other reserve, capital redemption reserve, revaluation reserve, hedging reserve and merger reserve, further details on translation reserve and other reserves can be found within Note 27.

CONSOLIDATED STATEMENT OF CHANGES IN EQUITY FOR THE YEAR ENDED 30 APRIL 2025

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equity

1 General information

ZIGUP plc is a public limited company incorporated and domiciled in the United Kingdom under the Companies Act 2006. The address of the registered office is given on page 203 of this report. The nature of the Group’s

operations and its principal activities are set out in the Strategic Report on pages 2 to 78.

The financial statements are presented in Sterling because this is the currency of the primary economic environment in which the Group operates. Foreign operations are included in accordance with the policies set out in Note 2.

2 Material accounting policies

Statement of compliance

The financial statements have been prepared in accordance with UK-adopted International Accounting Standards and with the requirements of the Companies Act 2006 as applicable to companies reporting under those standards.

Basis of preparation

The financial information has been prepared on the historical cost basis, except for the revaluation of certain financial instruments.

With the exception of new accounting standards outlined below, all other accounting policies have been applied consistently.

The recognition and measurement of assets and liabilities considers the impact of climate-related matters which could reasonably be assumed to impact their value including in the assessment of potential impairment of

assets (Note 12).

Going concern

The financial statements have been prepared on the going concern basis as the Directors have a reasonable expectation that the Group has adequate resources for a period of at least 12 months from the date of approval,

having reassessed the principal and emerging risks facing the Group and determined that there are no material uncertainties to disclose.

The Directors’ assessment of the Group’s ability to continue as a going concern includes an assessment of cash flow forecasts which incorporate an estimated impact of the current macroeconomic environment on the

Group. This includes the consideration of a number of severe but plausible scenarios recognising the degree of uncertainty that continues to exist.

At 30 April 2025, there was £412m of headroom against the Group’s borrowing facilities.

Application of new accounting standards and changes in accounting policy

The following new standards, interpretations and amendments to standards are mandatory for the Group for the first time for the year ended 30 April 2025:

• Amendments to IAS 1 Presentation of Financial Statements – Non-current Liabilities with Covenants and Deferral of Effective Date of the Amendment Classification of Liabilities as Current or Non-Current (effective 1 January 2024)

• Amendment to IAS 7 and IFRS 7 – Supplier finance (effective 1 January 2024)

• Amendment to IFRS16 – Liability in a Sale and Leaseback (effective 1 January 2024)

The Group has considered the above amendments to published standards and has concluded that these would have no material impact on the Group.

The following are further standards that have been issued but are not yet effective that would not have a material impact on the Group:

• Amendment to IFRS 9 and IFRS 7 – Classification and Measurement of Financial Instruments (effective 1 January 2026)

• Amendment to IFRS 9 and IFRS 7 – Contracts Referencing Nature-dependent Electricity (effective 1 January 2026)

• IFRS 19 Subsidiaries without Public Accountability: Disclosures (effective 1 January 2027)

The following are further standards that have been issued but are not yet effective that would have a material impact on the Group:

• IFRS 18 – Replacing IAS 1 Presentation of Financial Statements (effective 1 January 2027). Whilst IFRS 18 will not directly impact recognition or measurement, it will impact how amounts are presented, with the principal

changes being:

• Categorisation of all income and expenditure into three new defined categories: Operating, Investing and Financing

• Introduction of two new defined subtotals to be presented within the income statement: Operating profit and Profit before financing and income taxes

• New disclosure requirement for Management Performance Measures (MPMs) – New requirements regarding the aggregation and disaggregation of information to be presented in the financial statements

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

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Contents_Gen_Section L2 Contents_Gen_Divider Contents_Gen_TextContents_Gen_Section Notes to the consolidated financial

statements

2 Material accounting policies continued

Basis of consolidation

Subsidiary undertakings are entities controlled by the Group. Control exists when the Company is exposed, or has rights, to variable returns from its involvement with the subsidiary and has the ability to affect those returns

through its power over the subsidiary. The consolidated financial statements include the financial statements of the Company and its subsidiary undertakings made up to 30 April 2024 and 30 April 2025.

On acquisition, the assets, liabilities and contingent liabilities of a subsidiary undertaking are measured at their fair values at the date of acquisition. Any excess of the fair value of consideration over the fair values of the

identifiable net assets acquired is recognised as goodwill. If the fair value of consideration is lower than the fair values of the identifiable net assets acquired (i.e. the difference) it is credited to the consolidated income

statement in the period of acquisition.

Where necessary, adjustments are made to the financial statements of subsidiary undertakings to bring the accounting policies used into line with those used by the Group. All intra-group transactions, balances, income and

expenses are eliminated on consolidation.

Revenue recognition

Revenue from the hire of vehicles is recognised under IFRS16. Other group revenue is measured and recognised in accordance with IFRS 15 at the fair value of consideration received or receivable from contracts with

customers in respect of sale of used vehicles, the supply of related goods and services in the normal course of business and claims and services net of value added tax and discounts.

Hire of vehicles

Revenue from the hire of vehicles is recognised evenly over the hire period.

Sale of vehicles

Revenue from the sale of used vehicles is derived from the resale of vehicles for hire and vehicles purchased directly for resale by the Group and is recognised at the point in time when the control is transferred. Revenues

from the supply of related goods and services are recognised at the point which they are provided. Where cash is received in advance of customers collecting or taking delivery of vehicles, revenue is deferred until such point

that the performance obligation within the contract is met.

Claims and services

Revenue is recognised on the basis of contractual performance obligations following the five step model under IFRS 15 and is the consideration to which the Group expects to be entitled based on contractual terms and

customary business practice (after applying the variable consideration constraint), net of VAT and other sales taxes. Where more than one service is provided under a single arrangement, the consideration receivable is

allocated to the identifiable services on the basis of a relative standalone selling price of the individual service.

Credit hire revenue is recognised from the date a vehicle is placed on hire, over time as the performance obligation is completed. Each performance obligation is the provision of an individual vehicle for the needed duration

and is satisfied as the hire takes place. Vehicles are only supplied and remain on credit hire after a validation process that assesses to the Group’s satisfaction that liability for the accident rests with another party. The rates

used are based on daily commercial tariffs for particular categories of vehicles and are accrued on a daily basis, by claim, after adjustment for variable consideration to the expected settlement value, for an estimation of the

extent to which insurers are entitled or expected to take advantage of the terms of the protocols that are in place.

The Group also receives late payment fees where relevant claims are not settled within the terms of any protocol arrangements or other agreements. Such charges are not recognised at the time of the hire transaction as

they would be at significant risk of reversal; rather they are recognised on settlement of the related claim.

Credit repair revenue represents income from the recovery of the costs of repair of customers’ vehicles carried out by third party bodyshops. Each performance obligation for this service is the repair of an individual vehicle

and is satisfied over time as this repair takes place. Credit repair revenue is recognised based on a reasonable estimate of the cost and stage of completion of the repair services at the reporting date. Credit repair revenue is

reported after adjustment for variable consideration to the expected settlement value. The Group records credit repair revenue on a principal basis as the service is controlled by the Group, which has primary responsibility

for its provision. Managed repair revenue is recorded at a point in time when the repair is started based on the contractual value of each repair, net of discounts, VAT and other sales-related taxes.

Fleet and incident management revenue represents amounts chargeable, net of VAT, in respect of fleet and incident management and other related services provided to customers. The Group’s performance obligations

include various services related to the management of a fleet of vehicles, and revenue is recognised over time or at a point in time, depending on the individual service, as or when these obligations are performed. Where

more than one service is provided under a single arrangement, the consideration receivable is allocated to the identifiable services on the basis of the relative standalone selling price of the individual service. In providing

fleet and incident management services, the Group acts either as principal or agent. This is differentiated by the extent to which the Group has control over the service provided, primary responsibility for providing the service

and discretion in establishing pricing. Where there are circumstances that do not meet the above criteria, and therefore the Group is not the principal in providing the service, revenue is accounted for on a net basis and

comprises fees for processing services. Where the Group is acting as a principal, revenue is accounted for gross.

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2 Material accounting policies continued

Revenue recognition continued

Claims and services continued

Revenue in respect of legal services represents amounts chargeable, net of VAT, in respect of legal services to customers. The Group’s performance obligation is the provision of legal services, and revenue is recognised

at a point in time when the case is settled or, in the case of interim and processing fees, over time as the legal work required to process the case is completed. Revenue in respect of cases which are contingent upon future

events which are outside the control of the Group is not recognised until the contingent event has occurred and the performance obligation has been completed. Revenue in relation to legal services is valued at the expected

recoverable amount, after due regard to non-recoverable time. Expected recoverable amount is based on chargeable time less any anticipated write offs prior to completion. No value is placed on work in progress in respect

of contingent fee cases until there is virtual certainty as to the receipt of cash flows, either through an interim fee or through the outcome of cases, to justify the recognition of an asset. Certain costs incurred and associated

with partnerships and directly relating to the activities of the Group’s legal services are held as prepayments until the corresponding benefits accrue to the business.

Revenue from vehicle repair contracts is recognised at the point in time when substantially all of the repair work is carried out, being when the performance obligation has been substantially achieved. Where cash is received

in advance of repair services being performed, revenue is deferred until such point that the performance obligation within the contract is met.

Other accident management activities represent ancillary revenue streams, including hire of vehicles other than on a credit hire basis and the provision of outsourced fleet accident management services. Revenue for other

accident management activities is recorded as the performance obligation is completed, over time or at a point in time depending on the nature of the service, at the fair value of the consideration received or receivable, net of

discounts, VAT and other sales-related taxes.

Expected adjustment arising on settlement of claims

By their very nature, claims against motor insurance companies or self-insuring organisations can be subject to dispute, and are therefore considered to be variable consideration. On initial recognition, this consideration

is adjusted to exclude any revenue at significant risk of reversal. As described above, the Group records revenue net of potential reversal on the settlement of claims, which reflects the Group’s estimate of the expected

recoverable amounts from insurers. The Group reassesses the amounts of variable consideration at the balance sheet date reflecting the latest information available on the settlement of claims in the period.

The Group’s estimation of the amounts of revenue arising on settlement of claims is calculated with reference to a number of factors, including the Group’s historical experience of collection levels, its anticipated collection

profiles and analysis of the current profile of the claims against insurance companies. Although in principle this is determined by reference to individual cases, in practice the homogeneous nature of most claims means that

the level of adjustment is calculated by reference to specific categories of claim.

Contract assets – Claims due from insurance companies and self-insuring organisations

Credit hire and credit repair contract assets and claims in progress are stated at the expected net claim value, which is after a variable consideration adjustment for an estimation of the extent to which insurers are entitled

or expected to take advantage of settlement arrangements afforded under protocol agreements and an estimation of the expected adjustments arising on the settlement of claims. At the end of each reporting period the

Group updates the estimated claim values, to reflect the Group’s most recent estimation of amounts ultimately recoverable. Any further variable consideration adjustments arising from such subsequent vision of the Group’s

expected claim values are recorded in the consolidated income statement against revenue.

Business combinations

Acquisitions of businesses are accounted for using the acquisition method. The consideration transferred in a business combination is measured at fair value, which is calculated as the sum of the acquisition date fair values

of assets transferred by the Group, liabilities incurred by the Group to the former owners of the acquiree and the equity interest issued by the Group in exchange for control of the acquiree. Acquisition-related costs are

recognised in the consolidated income statement as incurred.

At the acquisition date, the provisional identifiable assets acquired and the liabilities assumed are recognised at their fair value, except that:

• deferred tax assets or liabilities and assets or liabilities related to employee benefit arrangements are recognised and measured in accordance with IAS 12 and IAS 19 respectively; and

• liabilities or equity instruments related to share based payment arrangements of the acquiree or share based payment arrangements of the Group entered into to replace share based payment arrangements of the

acquiree are measured in accordance with IFRS 2 at the acquisition date.

Hindsight adjustments to the provisional identifiable assets acquired and the liabilities assumed are recognised within 12 months from the date of acquisition if necessary.

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2 Material accounting policies continued

Goodwill

Goodwill represents amounts arising on acquisition of subsidiary undertakings and is the difference between the fair value of consideration of the acquisition and the fair value of the net identifiable assets and liabilities

acquired.

Goodwill is stated at cost less any accumulated impairment losses identified through annual or other tests for impairment. Any impairment is recognised immediately in the consolidated income statement and is not

subsequently reversed. Where the fair value of consideration is less than the fair value of the net identifiable assets and liabilities acquired this gain on bargain purchase is recognised immediately in the consolidated income

statement.

Intangible assets – arising on business combinations

Intangible assets acquired in a business combination and recognised separately from goodwill are recognised initially at their fair value at the acquisition date (which is regarded as their cost). Subsequent to initial

recognition, intangible assets acquired in a business combination are reported at cost less accumulated amortisation and accumulated impairment losses, on the same basis as intangible assets that are acquired

separately. The estimated useful lives are as follows:

Customer relationships	5 to 13 years
Brand names	3 to 15 years
Other software	3 to 10 years

Intangible assets – other

Other intangible assets are stated at cost less accumulated amortisation and impairment losses. Other intangible assets are amortised on a straight line basis over their estimated useful lives, which range from three to

10 years; amortisation is presented in administrative expenses within the consolidated income statement.

Software assets in the course of development are stated at cost less any impairment losses. Software development costs are capitalised after the technical and commercial feasibility of the asset has been established.

Amortisation is not charged on assets in the course of development. Amortisation commences when the asset is brought into use.

Interest in associates

The Group’s interests in associates, being those entities over which it has significant influence, and which are not subsidiaries, are accounted for using the equity method of accounting. Significant influence is the power

to participate in the financial and operating policy decisions of the investee but is not control or joint control over those policies. Under the equity method, the interest in associate is carried in the balance sheet at cost plus

post-acquisition changes in the Group’s share of net assets of the associate, less distributions received and less any impairment in the value of individual investments. The Group income statement reflects the share of the

associates’ results after tax.

Property, plant and equipment

Property, plant and equipment is stated at historical cost, less accumulated depreciation and any provision for impairment. Certain properties were revalued prior to the adoption of IFRS. These valuations were treated as

deemed cost at the time of adopting IFRS for the first time. Depreciation is provided so as to write off the cost of assets to residual values on a straight line basis over the assets’ useful estimated lives as follows:

Freehold buildings	50 years
Leasehold buildings	50 years or over the life of the lease, whichever is shorter, unless the entity expects to use the assets beyond the lease term
Plant, equipment and fittings	3 to 10 years
Vehicles for hire	3 to 12 years
Motor vehicles	3 to 6 years

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2 Material accounting policies continued

Property, plant and equipment continued

Vehicles for hire are depreciated on a straight line basis using depreciation rates that reflect economic lives of between three and 12 years, averaging around 7. 6 years. These depreciation rates have been determined with

the anticipation that the net book values at the point the vehicles are transferred into inventories is in line with the open market values for those vehicles.

The Group is required to review its depreciation rates and estimated useful lives regularly to ensure that the expected net book values of disposals of tangible assets are broadly equivalent to their expected market values net

of directly attributable selling costs.

Freehold land is not depreciated. On the subsequent sale or retirement of properties revalued prior to the adoption of IFRS, the attributable revaluation surplus remaining in the revaluation reserve is transferred directly to

retained earnings. The residual value, if not insignificant, is reassessed annually.

Impairment

At each balance sheet date, the Group reviews the carrying amounts of their tangible and intangible assets to determine whether there is any indication that those assets have incurred an impairment loss. If any such

indication exists, the recoverable amount of the asset is estimated in order to determine the extent of the impairment loss (if any).

The recoverable amount is the higher of fair value less selling costs and value in use. In assessing value in use, the estimated future cash flows are discounted to their present value using a pre-tax discount rate that reflects

current market assessments of the time value of money and the risks specific to the asset for which the estimates of future cash flows have not been adjusted.

An impairment loss is recognised in the consolidated income statement whenever the carrying amount of an asset exceeds its recoverable amount. Impairment losses recognised in respect of cash generating units are

allocated first to reduce the carrying amount of any goodwill allocated to cash generating units and then to reduce the carrying amount of other assets in the unit on a pro rata basis.

Where an impairment loss has been recognised in an earlier period, the Group reassesses whether there are any indications that such impairment has decreased or no longer exists. If an impairment has decreased or no

longer exists, an impairment reversal on assets other than goodwill is recognised in the consolidated income statement to the extent required.

Inventories

Used vehicles held for resale are valued at the lower of cost and net realisable value. Net realisable value represents the estimated selling price less costs to be incurred in marketing, selling and distribution.

Other inventories comprise spare parts and consumables and are valued at the lower of cost and net realisable value using the first in, first out (FIFO) costing method.

Taxation

The tax expense represents the sum of the tax currently payable and deferred tax.

The tax currently payable is based on taxable profit for the year and any amounts outstanding in relation to previous years. Taxable profit differs from net profit as reported in the consolidated income statement because it

excludes items of income or expense that are taxable or deductible in other years and it further excludes items that are never taxable or deductible.

Deferred tax is the tax expected to be payable or recoverable on differences between the carrying amounts of assets and liabilities in the financial statements and the corresponding tax bases used in the computation of

taxable profit and is accounted for using the balance sheet liability method. Deferred tax liabilities are generally recognised for all taxable temporary differences and deferred tax assets are recognised to the extent that it is

probable that taxable profits will be available against which deductible temporary differences can be utilised. Such assets and liabilities are not recognised if the temporary difference arises from goodwill or from the initial

recognition (other than in a business combination) of other assets and liabilities in a transaction that affects neither the tax profit nor the accounting profit.

The carrying amount of deferred tax assets is reviewed at each balance sheet date and reduced to the extent that it is no longer probable that sufficient taxable profits will be available to allow all or part of the asset to be

recovered.

Deferred tax liabilities are recognised for taxable temporary differences arising on investments in subsidiaries except where the Group is able to control the reversal of the temporary difference and it is probable that the

temporary difference will not reverse in the foreseeable future.

Deferred tax is calculated at the tax rates that are expected to apply in the period when the liability is settled, or the asset is realised. Current and deferred tax is charged or credited in the consolidated income statement,

except when it relates to items charged or credited directly to equity, in which case the current or deferred tax is also dealt with in equity.

The Group has applied the exemption to recognising and disclosing information about deferred tax assets and liabilities related to Pillar II income taxes.

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2 Material accounting policies continued

Financial instruments and hedge accounting

Financial assets and liabilities are recognised in the Group’s balance sheet when the Group becomes a party to the contractual provision of the instrument.

Trade receivables are non-interest bearing and are initially stated at their fair value and subsequently at amortised cost less any appropriate provision for impairment. A provision for impairment of trade receivables is

recognised using a lifetime expected credit loss model which in principal uses objective evidence to justify that the Group will not be able to collect all amounts due according to the original terms of the receivables.

Significant financial difficulties of the debtor, probability that the debtor will enter bankruptcy or financial reorganisation, and default or delinquency in payments are considered indicators that the trade receivable is impaired.

The amount of provision is the difference between the asset’s carrying amount and the present value of estimated future cash flows, discounted at the original effective interest rate. The carrying amount of the asset is

reduced through the use of an allowance account, and the amount of the loss is recognised in the consolidated income statement within operating expenses. When a trade receivable is uncollectable, it is written off against

the allowance account for trade receivables. Subsequent recoveries of amounts written off are credited against operating expenses in the consolidated income statement.

Trade payables are non-interest bearing and are stated initially at their fair value and subsequently at amortised cost.

The Group may use derivative financial instruments to hedge its exposure to interest and foreign exchange rate risks arising from operational, financing and investment activities. In accordance with its treasury policy, the

Group does not hold or issue derivative financial instruments for trading purposes.

Derivative financial instruments are stated at fair value. Any gain or loss on remeasurement to fair value is recognised immediately in the consolidated income statement except where derivatives qualify for hedge

accounting, where recognition of the resultant gain or loss depends on the nature of the items being hedged.

The fair value of interest rate derivatives is the estimated amount that the Group would receive or pay to terminate the derivative at the balance sheet date, taking into account current interest rates and the current

creditworthiness of the derivative counterparties.

Changes in the fair value of derivative financial instruments that are designated and effective as hedges of future cash flows are recognised in other comprehensive income and the ineffective portion is recognised in the

consolidated income statement. Amounts previously recognised in other comprehensive income and accumulated in equity are reclassified to profit or loss in the periods when the hedged item is recognised in profit or loss,

in the same line of the consolidated income statement as the recognised hedged item.

However, when the forecast transaction that is hedged results in the recognition of a non-financial asset or a non-financial liability, the gains and losses previously accumulated in equity are transferred from equity and

included in the initial measurement of the cost of the non-financial asset or non-financial liability.

Changes in the fair value of derivative financial instruments that do not qualify for hedge accounting are recognised in the consolidated income statement as they arise.

Hedge accounting for cash flow hedges is discontinued when the hedging instrument expires or is sold, terminated, exercised or no longer qualifies for hedge accounting. At that time, any cumulative gain or loss on the

hedging instrument recognised in equity is retained in equity until the forecasted transaction occurs. If a hedged transaction is no longer expected to occur, the net cumulative gain or loss recognised in equity is transferred to

the consolidated income statement as a net profit or loss for the period.

Changes in the fair value of derivative financial instruments that are designated, and effective as net investment hedges are recognised directly in equity and the ineffective portion is recognised in the consolidated income

statement. Exchange differences arising on the net investment hedges are transferred to the translation reserve.

No derivative assets and liabilities are offset.

Liquid investments and cash and cash equivalents

Liquid investments represent highly liquid current asset investments such as term deposits and managed funds invested in high quality fixed income instruments. They do not meet the IAS 7 definition of cash and cash

equivalents, normally because even if readily accessible, the underlying investments have an average maturity profile greater than 90 days from the date first entered into, or because they are held primarily for investment

purposes rather than meeting short term cash commitments.

Cash and cash equivalents comprise cash on hand, deposits held on call with banks, highly liquid investments that are readily convertible into known amounts of cash, and which are subject to insignificant risk of changes in

value and are held for the purpose of meeting short term cash commitments rather than for investment or other purposes. Cash at bank and in hand and bank overdrafts are shown gross, where accounts have a right of offset

within the same banking facility but are not net settled.

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2 Material accounting policies continued

Bank loans, other loans, loan notes and issue costs

Bank loans, other loans and loan notes are stated initially at fair value – the amount of proceeds after deduction of issue costs – and then subsequently at amortised cost. Finance charges, including premiums payable on

settlement or redemption and direct issue costs, are accounted for in the consolidated income statement on an accruals basis.

Foreign currencies

Transactions in foreign currencies other than Sterling are recorded at the rate prevailing at the date of the transaction. At each balance sheet date, monetary assets and liabilities that are denominated in foreign currencies

are retranslated at the rates prevailing at that date.

The net assets of overseas subsidiary undertakings are translated into Sterling at the rate of exchange ruling at the balance sheet date. The exchange difference arising on the retranslation of opening net assets is

recognised directly in equity. The results of overseas subsidiary undertakings are translated into Sterling using average exchange rates for the financial year and variances compared with the exchange rate at the balance

sheet date are recognised directly in equity. All other translation differences are taken to the consolidated income statement with the exception of exchange differences on foreign currency borrowings that provide a hedge

against group equity investments in foreign enterprises, which are recognised directly in equity, together with the exchange difference on the net investment in these enterprises.

Goodwill and fair value adjustments arising on acquisition of a foreign entity are treated as assets and liabilities of the foreign entity. They are denominated in the functional currency of the foreign entity and translated at the

exchange rate prevailing at the balance sheet date, with any variances reflected directly in equity.

All foreign exchange differences reflected directly in equity are shown in the translation reserve component of equity.

Leased assets

As lessee:

For any new contracts entered into, the Group considers whether a contract is, or contains a lease.

A lease is defined as ‘a contract, or part of a contract, that conveys the right to use an asset (the underlying asset) for a period of time in exchange for consideration’. To apply this definition, the Group assesses whether the

contract meets three key evaluations, which are whether:

• the contract contains an identified asset, which is either explicitly identified in the contract or implicitly specified by being identified at the time the asset is made available to the Group;

• the Group has the right to obtain substantially all of the economic benefits from use of the identified asset throughout the period of use, considering its rights within the defined scope of the contract; and

• the Group has the right to direct the use of the identified asset throughout the period of use. The Group assesses whether it has the right to direct ‘how and for what purpose’ the asset is used throughout the period of use.

Measurement and recognition of leases as a lessee

At lease commencement date, the Group recognises a right-of-use asset and a lease liability on the balance sheet.

The right-of-use asset is measured at cost, which is made up of the initial measurement of the lease liability, any initial direct costs incurred by the Group, an estimate of any costs to dismantle and remove the asset at the end

of the lease, and any lease payments made in advance of the lease commencement date (net of any incentives received).

The Group depreciates the right-of-use assets on a straight line basis from the lease commencement date to the earlier of the end of the useful life of the right-of-use asset or the end of the lease term. The Group also

assesses the right-of-use asset for impairment when such indicators exist.

At the commencement date, the Group measures the lease liability at the present value of the lease payments unpaid at that date, discounted using the interest rate implicit in the lease if that rate is readily available or the

incremental borrowing rate relevant to the class of asset.

Lease payments included in the measurement of the lease liability are made up of fixed payments (including in substance fixed), variable payments based on an index or rate, amounts expected to be payable under a

residual value guarantee and payments arising from options reasonably certain to be exercised.

Subsequent to initial measurement, the liability will be reduced for payments made and increased for interest. It is remeasured to reflect any reassessment or modification, or if there are changes in substance fixed payments.

When the lease liability is remeasured, the corresponding adjustment is reflected in the right-of-use asset, or consolidated income statement if the right-of-use asset is already reduced to zero.

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2 Material accounting policies continued

Leased assets continued

Measurement and recognition of leases as a lessee continued

The Group has elected to account for short term leases and leases of low value assets using the practical expedients. Instead of recognising a right-of-use asset and lease liability, the payments in relation to these are

recognised as an expense in the consolidated income statement on a straight line basis over the lease term.

As lessor:

Motor vehicles and equipment hired to customers are included within property, plant and equipment. Income from such leases is taken to the consolidated income statement evenly over the period of the lease agreement.

For other assets leased to third parties, like the sub-lease of property, the Group determines at lease inception whether each lease is a finance lease or an operating lease. To classify each lease, the Group makes an overall

assessment of whether the lease transfers substantially all of the risks and rewards incidental to ownership of the underlying asset. If this is the case, then the lease is a finance lease; if not, then it is an operating lease. As

part of this assessment, the Group considers certain indicators such as whether the lease is for the major part of the economic life of the asset.

When the Group is an intermediate lessor, it accounts for its interests in the head lease and the sub-lease separately. It assesses the lease classification of a sub-lease with reference to the right-of-use asset arising from the

head lease, not with reference to the underlying asset. If a head lease is a short term lease to which the Group applies the exemption described above, then it classifies the sub-lease as an operating lease.

Retirement benefit costs

The Group operates defined contribution pension schemes. Contributions in respect of defined contribution arrangements are charged to the consolidated income statement in the period they fall due. Pension contributions

in respect of one of these arrangements are held in Trustee administered funds, independently of the Group’s finances.

The Group also operates group personal pension plans. The costs of these plans are charged to the consolidated income statement as they fall due.

Employee share schemes and share based payments

The Group issues equity settled awards to certain employees.

Equity settled employee schemes, including employee share options, annual bonuses and long term incentive plans, provide employees with the option to acquire Company shares. Employee share options and equity

settled annual bonuses and long term incentive plans are generally subject to performance and/or service conditions.

The fair value of equity settled payments is measured at the date of grant and charged to the consolidated income statement over the period during which performance or service conditions are required to be met or

immediately where no performance or service criteria exist. The fair value of equity settled payments granted is measured using the Black-Scholes or the Monte Carlo model. At the end of each reporting period, the Group

revises its estimate of the number of options that are expected to vest based on the non-market vesting conditions and service conditions. It recognises the impact of the revision to the original estimates, if any, in the

consolidated income statement, with a corresponding adjustment to equity.

The Group also operates a share incentive plan under which allows colleagues to receive a number of free shares. The Group recognises the free shares as an expense evenly throughout the period over which the

employees must remain in employment of the Group in order to receive the free shares.

The Group operates a share save scheme under which employees have the option to convert savings to shares at an agreed exercise price. The Group recognises the option value evenly over the savings period.

Finance income and finance costs

Finance income and finance costs are recognised in the consolidated income statement using the effective interest rate method.

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2 Material accounting policies continued

Exceptional items and amortisation of acquired intangible assets

Items are classified as exceptional gains or losses where in the opinion of the Directors, disclosing them separately will improve the understanding of the financial statements and will enable the underlying financial

performance of the Group to be better understood and more comparable between periods. Items will only be classed as exceptional if they are of a significant size individually or in aggregate and are considered to be

non-recurring in nature. Other items may be classified as exceptional items if by nature they need to be separately disclosed to provide a clearer understanding of financial performance. Examples of costs that would be

considered as exceptional include non-recurring impairments of assets or restructuring costs arising from significant one-off restructuring programmes. The presentation is consistent with the way financial performance is

measured by management and reported to the Board.

Amortisation of acquired intangible assets is not classed as an exceptional item as it is recurring in nature. However, it is excluded from underlying results as it is considered non-operational and would otherwise not present

a clear understanding of underlying performance, as growth of the business is achieved organically and inorganically. The revenue and costs attached to those acquisitions are included within underlying results.

Where depreciation rates are subsequently changed from their initial assessments, the impact of this change on the depreciation charge may be shown separately from the underlying results in order to better compare the

results of the Group between periods.

Dividends

Dividends on ordinary shares are recognised in the period in which they are either paid or formally approved, whichever is earlier.

Provisions

A provision is recognised in the balance sheet when the Group has a present legal or constructive obligation as a result of a past event and it is probable that an outflow of economic benefits will be required to settle the

obligation. If the effect is material, provisions are determined by discounting the expected future cash flows at a pre-tax rate that reflects current market assessments of the time value of money and, where appropriate, the

risks specific to the liability.

Treasury shares

When shares recognised as equity are repurchased, the amount of the consideration paid, which includes directly attributable costs, is recognised as a deduction from equity. Repurchased shares are classified as treasury

shares and are presented in the treasury share reserve. Treasury shares may be transferred to the own shares reserve in order to satisfy vestings of share options and are transferred at the weighted average cost of the

purchase price paid for the shares.

Own shares

The Group makes open market purchases of its own shares or transfers shares previously recognised as treasury shares in order to satisfy the requirements of the Group’s existing share schemes. Own shares are

recognised at cost as a reduction in shareholder equity. The carrying values of own shares are compared with their market values at each reporting date and adjustments are made to write down the carrying value of own

shares when, in the opinion of the Directors, there is a significant market value reduction.

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3 Critical accounting judgements and key sources of estimation uncertainty

In the process of applying the Group’s accounting policies, which are described in Note 2, the Group has not identified any critical judgements, and has made the following estimates that have the most significant effect on

the amounts recognised in the financial statements that will have an impact on the next 12 months.

Depreciation – vehicles for hire

Vehicles for hire are depreciated on a straight line basis using depreciation rates that reflect economic lives of between three and 12 years. These depreciation rates have been determined with the anticipation that the net

book values at the point the vehicles are transferred into inventories is in line with the open market values for those vehicles, after taking account of costs required to sell the vehicles.

The Group is required to review its depreciation rates and estimated useful lives at least annually, to ensure that the net book value of disposals of tangible assets are broadly equivalent to their market value.

Depreciation charges reflect adjustments made as a result of differences between expected and actual residual values of used vehicles, taking into account the further directly attributable costs to sell the vehicles.

The Group applies judgement in determining the appropriate method of depreciation (straight line) and are required to estimate the future residual value of vehicles with due consideration of market conditions for sales

including age, mileage and condition.

A 5% increase or decrease in the price of vehicles sold in the year would have had a £10.0m impact on the adjustment to depreciation charge for vehicles sold in the year.

The impact of changes made to depreciation rates after their initial assessment is outlined in the Financial review on pages 40 to 48.

Contract assets – claims due from insurance companies and self-insuring organisations

A key source of estimation uncertainty affecting the Group’s financial statements relates to the expected variable consideration adjustments arising on settlement of insurance claims.

Claims due from insurance companies and self-insuring organisations are stated at the expected net claim value, which is stated after allowance for an estimation of expected adjustments arising on settlement of such claims.

Where necessary, the estimation of the expected adjustment arising on settlement of claims is revised, at each balance sheet date, to reflect the Group’s most recent estimation of variable consideration amounts ultimately

recoverable, which is constrained to exclude any revenue at significant risk of reversal.

The Group’s estimation of the expected adjustment arising on settlement of claims is calculated with reference to judgements made on a number of factors, including the Group’s historical experience of collection levels, its

anticipated collection profiles and analysis of the current profile of the portfolio of cases. Settlement risk arises on claims due from insurance companies and self-insuring organisations due to their magnitude and the nature

of the claims settlement process. The Group recovers its charges for vehicle hire and the cost of repair of customers’ vehicles from the insurer of the at-fault party to the associated accident or, in a minority of claims, from the

at-fault party direct where they are a self-insuring organisation. However, by their very nature, claims due from motor insurance companies can be subject to dispute which may result in subsequent adjustment to the Group’s

original estimate of the amount recoverable.

An adjustment of £2.9m was made in the 12 months to 30 April 2025 for claims that were settled at a higher net amount than the carrying value at 30 April 2024 (2024: £7.6m for claims that were settled at a higher net amount

than the carrying value at 30 April 2023).

The carrying value of contract assets for claims from insurance companies at 30 April 2025 was £166,091,000 (2024: £195,972,000). The area of estimation which is subject to the highest level of uncertainty are the

assumptions made for the recovery rates of non-protocol claims. A 7% change in recovery rates of non-protocol claims would result in a £10m change to the carrying value of assets.

The Group manages this risk by ensuring that vehicles are only supplied and remain on hire and repairs to customers’ vehicles are carried out after a validation process that ensures to the Group’s satisfaction that liability

for the accident rests with another party. In the normal course of its business the Group uses three principal methods to conclude claims: through the use of protocol agreements, by negotiation with the insurer of the at-fault

party where the claim is not covered by a protocol agreement and where a claim fails to settle because negotiations have been fruitless, by litigation. The vast majority of these claims settle before or on the threat of litigation,

but where they do not, formal proceedings are issued.

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3 Critical accounting judgements and key sources of estimation uncertainty continued

In view of the tripartite relationship between the Group, its customer and the at-fault party’s insurer and the nature of the claims process, claims due from insurance companies and self-insuring organisations do not carry a

contractual ‘due date’, nor does the expected adjustment arising on settlement represent an impairment for credit losses. The circumstances of the insurance companies with which the Group deals are currently such that no

provision for credit risk is considered necessary and so the disclosures required by IFRS 7 on provision for credit loss are not provided. Management do not consider any expected credit loss to be material to the accounts.

Instead, the Group reviews claims due from insurance companies and self-insuring organisations according to the age of the claim based upon the date that the claim was presented to the relevant insurer. The Group’s

strategy is that claims due should be collected by normal in-house processes including collections made under protocol arrangements with insurers and only then transferred to the Group solicitor process or other external

solicitors as appropriate in specific circumstances pertaining to a case. Management do not consider any expected credit loss to be material to the accounts

4 Acquisitions

There were no acquisitions in the current year.

On 2 May 2023 the Group acquired 100% of the equity interests of Fridge express (UK) Limited for a consideration of £4,990,000 (£4,051,000 net of cash acquired). A provisional purchase price allocation exercise was

undertaken in accordance with IFRS 3 ‘Business Combinations’, which identified net assets acquired of £2,945,000, resulting in goodwill of £2,045,000 recognised in the balance sheet. The acquisition was included within

the UK&I Rental segment. No hindsight adjustments have been recognised in the year.

5 Segmental reporting

Management have determined the operating segments based upon the information provided to the Board of Directors which is considered to be the chief operating decision-maker. The Group identifies three reportable

segments, namely UK&I Rental, Spain Rental and Claims & Services. The Group is managed and reports internally on a basis consistent with its three main operating divisions and is satisfied that the IFRS 8 aggregation

criteria have been met. The principal activities of these divisions are set out in the Strategic Report. Intersegment transactions are carried out on an arm’s length basis and eliminated prior to consolidating group financial

statements.

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5 Segmental reporting continued

	UK&I Rental	Spain Rental	Claims & Services	Corporate	Eliminations	Total
	2025	2025	2025	2025	2025	2025
	£000	£000	£000	£000	£000	£000
Revenue: hire of vehicles	382,790	300,098	–	–	–	682,888
Revenue: sale of vehicles	180,473	75,621	1,506	–	–	257,6 0 0
Revenue: claims and services	–	–	872,156	–	–	872,156
External revenue	563,263	375,719	873,662	–	–	1,812,644
Intersegment revenue	9,293	–	59,351	–	(68,644)	–
Total revenue	572,556	375,719	933,013	–	(68,644)	1,812,644
Underlying cost of sales 1	(420,595)	(263,543)	(772,770)	–	68,644	(1,388,264)
Underlying administrative expenses (see page 49)	(61,578)	(30,396)	(122,105)	(8,516)	–	(222,595)
Underlying operating profit (loss)	90,383	81,780	38,138	(8,516)	–	201,785
Share of net profit of associates accounted for using the equity method	–	–	170	–	–	170
Underlying EBIT*	90,383	81,780	38,308	(8,516)	–	201,955
Exceptional Items (Note 6)						(20,623)
Amortisation of acquired intangible assets						(18,319)
Depreciation adjustment (Note 6)						(26,481)
EBIT						136,532
Finance income						1,495
Finance costs						(36,559)
Profit before taxation						101,468
Other information
Timing of revenue recognition:
At a point in time	180,473	75,621	473,536	–	–	729,630
Over time	382,790	300,098	400,126	–	–	1,083,014
External revenue	563,263	375,719	873,662	–	–	1,812,644
Capital expenditure	339,771	319,525	63,495	–	–	722,791
Depreciation	120,990	112,351	54,216	–	–	287,557
Reportable segment assets	898,715	815,474	615,903	–	–	2,330,092
Income tax assets						5,297
Total assets						2,335,389
Reportable segment liabilities	372,833	560,567	292,544	–	–	1,225,944
Income tax liabilities						46,288
Total liabilities						1,272,232

1 Underlying cost of sales is gross of cost of vehicle sales of £257.6m.

* Underlying EBIT stated before adjustments to depreciation rates, amortisation of acquired intangible assets and exceptional items is the measure used by the Board of Directors to assess segment performance.

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5 Segmental reporting continued

	UK&I Rental	Spain Rental			Claims & Services	Corporate	Eliminations	Total
	2024	2024			2024	2024	2024	2024
	£000	£000			£000	£000	£000	£000
Revenue: hire of vehicles	375,255	274,016			–	–	–	649,271
Revenue: sale of vehicles	226,936	84,531			1,002	–	–	312,469
Revenue: claims and services	–	–			871,387	–	–	871,387
External revenue	602,191	358,547			872,389	–	–	1,833,127
Intersegment revenue	9,193	–			87,865	–	(97,0 58)	–
Total revenue	611,384	358,547			960,254	–	(97,0 58)	1,833,127
Underlying cost of sales 1	(459,874)	(248,139)			(789,264)	–	97,0 5 8	(1,400,219)
Underlying administrative expenses (see page 49)	(57,722)	(32,619)			(119,571)	(10,577)	–	(220,489)
Underlying operating profit (loss)	93,788	77,789			51,419	(10,577)	–	212,419
Share of net profit of associates accounted for using the equity method	–	–			1,296	–	–	1,296
Underlying EBIT 2	93,788	77,789			52,715	(10,577)	–	213,715
Amortisation of acquired intangible assets								(18,563)
Depreciation adjustment (Note 6)								(17)
EBIT								195,135
Finance income								596
Finance costs (Note 8)								(33,628)
Profit before taxation								162,103
Other information
Timing of revenue recognition:
At a point in time	226,936	84,531			442,360	–	–	753,827
Over time	375,255	274,016			430,029	–	–	1,079,300
External revenue	602,191	358,547			872,389	–	–	1,833,127
Capital expenditure	274,687	288,990			92,266	–	–	655,943
Depreciation	90,815	83,360			57,1 1 8	–	–	231,293
Reportable segment assets	813,099	67	7,	11 5	723,699	–	–	2,213,913
Derivative financial instrument assets								104
Income tax assets								11,149
Total assets								2,225,166
Reportable segment liabilities	352,951			408,491	370,691	–	–	1,132,133
Income tax liabilities								49,636
Total liabilities								1,181,769

1 Underlying cost of sales is gross of cost of vehicle sales of £312.5m.

Segment assets and liabilities exclude derivatives, current and deferred tax assets and liabilities, since these balances are not included in the segments’ assets and liabilities as reviewed by the chief operating decision-maker.

Prior year comparatives have been restated to include the segmental underlying cost of sales and segmental underlying administrative expenses.

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5 Segmental reporting continued

Geographical information

Revenues are attributed to countries on the basis of the Group’s location.

		Non-current		Non-current
	Revenue	assets 1	Revenue	assets 1
	2025	2025	2024	2024
	£000	£000	£000	£000
United Kingdom and Ireland	1,436,925	1 ,107,655	1,474,580	1,060,267
Spain	375,719	782,043	358,547	650,049
	1,812,644	1,889,698	1,833,127	1,710,316

1 Non-current assets excludes deferred tax assets £1,095,000 (2024: £1,878,000) and interest in associates £nil (2024: £4,502,000) which are not attributable to segmental analysis.

	United
	Kingdom and
	Ireland	Spain	Total
	2025	2025	2025
	£000	£000	£000
Revenue from contracts with customers	1,054,135	75,621	1,129,756
Revenue from other sources	382,790	300,098	682,888
	1,436,925	375,719	1,812,644

	United Kingdom
	and Ireland	Spain	Total
	2024	2024	2024
	£000	£000	£000
Revenue from contracts with customers	1,099,325	84,531	1,183,856
Revenue from other sources	375,255	274,016	649,271
	1,474,580	358,547	1,833,127

There are no external customers from whom the Group derives more than 10% of total revenue.

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6 Operating profit

	2025	2024
	£000	£000
Operating profit is stated after charging:
Depreciation of property, plant and equipment (Note 14)
Owned	231,677	175,769
Relating to leases	55,880	55,524
Amortisation of intangible assets (Note 13)	19,812	19,961
Staff costs (Note 7)	310,082	297,484
Cost of inventories recognised as an expense	371,975	349,705
Exceptional administrative expenses: impairment of goodwill (Note 28)	4,012	–
Exceptional administrative expenses: impairment of property, plant and equipment (Note 28)	1,043	–
Exceptional administrative expenses: impairment of interest in associates (Note 28)	4,196	–
Exceptional administrative expenses: impairment of other receivables (Note 28)	3,598	–
Exceptional administrative expenses: adjustments to provisions (Note 28)	977	–
Exceptional administrative expenses: other operating costs (Note 28)	3,791	–
Net impairment of trade receivables (Note 28 and Note 30)	11,423	9,782
Auditors remuneration for audit services	1,094	1,059
Auditors remuneration for audit-related assurance services	71	68
Auditors remuneration for non-audit services	9	12

	2025	2024
	£000	£000
Fees payable to the Company’s auditor for the audit of the Company’s annual financial statements	457	432
Fees payable to the Company’s auditor and its associates for the audit of the Company’s subsidiaries pursuant to legislation	637	627
Total audit fees	1,094	1,059

Fees payable to PwC and its associates for non-audit services to the Company are not required to be disclosed because the consolidated financial statements disclose such fees on a consolidated basis.

A description of the work of the Audit Committee is set out on pages 96 to 101 and includes an explanation of how auditor objectivity and independence are safeguarded when non-audit services are provided by the auditor.

7 Staff costs

	2025	2024
	Number	Number
The average monthly number of persons employed by the Group:
By geography:
United Kingdom and Ireland	6,508	6,417
Spain	1,399	1,327
	7,9 0 7	7,744
By function:
Direct operations	5,781	5,663
Administration	2,126	2,081
	7,9 0 7	7,744

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7 Staff costs continued

	2025	2024
	£000	£000
The aggregate remuneration of group employees comprised:
Wages and salaries	264,307	253,621
Social security costs	32,903	30,411
Other pension costs – defined contribution plans	9,181	8,213
Share based payments	3,691	5,239
	310,082	297,484

Wages and salaries include £2,052,000 (2024: £1,261,000) in respect of redundancies.

Details of Directors’ remuneration, pension contributions and share options are provided in the Remuneration report on pages 102 to 121.

8 Finance costs

	2025	2024
	£000	£000
Interest on bank overdrafts and loans	27,278	24,537
Amortisation of arrangement fees	1,879	1,904
Interest arising on lease obligations	6,311	6,533
Preference share dividends	25	25
Unwinding of discount on provisions (Note 19)	319	306
Other interest	747	323
Finance costs	36,559	33,628

9 Taxation

	2025	2024
	£000	£000
Current tax:
UK corporation tax	17,699	22,373
UK adjustment in respect of prior years	(293)	2,101
Pillar II	2,549	–
Foreign tax (including adjustment in relation to prior year)	6,125	13,724
	26,080	38,198
Deferred tax:
Origination and reversal of timing differences	(3,450)	2,086
Adjustment in respect of prior years	(1,007)	(3,199)
	(4,457)	(1,113)
Total tax charge	21,623	37,0 85

UK corporation tax is calculated at 25% (2024: 25%) of the estimated assessable profit for the year. Taxation for other jurisdictions is calculated at the rates prevailing in those respective jurisdictions.

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9 Taxation continued

The net charge for the year can be reconciled to the profit before taxation as stated in the consolidated income statement as follows:

	2025	2025	2024	2024
	£000	%	£000	%
Profit before taxation	101,468		162,103
Tax at the UK corporation tax rate of 25% (2024: 25%)	25,367	25.0	40,526	25.0
Tax effect of expenses that are not deductible in determining taxable profit	4,780	3.9	2,004	1.2
Tax effect of income not taxable in determining taxable profit	(4,236)	(4.2)	(1,943)	(1.2)
Pillar II	2,549	2.5	–	–
Difference in tax rates in overseas subsidiary undertakings	(2,183)	(2.2)	(1,443)	(0.9)
Overseas available reliefs	(3,308)	(2.4)	(1,297)	(0.7)
Adjustment in respect of prior years	(1,346)	(1.3)	(762)	(0.5)
Tax charge and effective tax rate for the year	21,623	21.3	37,0 85	22.9

In addition to the amount charged to the consolidated income statement, a net deferred tax amount of £888,000 has been credited directly to equity (including net of £26,000 of other temporary differences included in other

comprehensive income). 2024: £775,000 credited directly to equity (including net of £26,000 of other temporary differences included in other comprehensive income).

There are no deferred tax assets which are not recognised in the balance sheet in the current or prior year.

The tax disclosures reflect deferred tax measured at 25% in the UK (2024: 25%) and 25% in Spain (2024: 25%).

The Group is within the scope of the OECD Pillar II model rules which are designed to ensure that large multinational groups incur a 15% minimum effective tax rate in each jurisdiction in which they operate. Pillar II legislation

was enacted in the UK in June 2023 and applies to periods beginning on or after 31 December 2023 and as a result this was the first year the legislation was effective for the Group. Under the legislation, the Group is liable to

pay a top-up tax for the difference between its effective tax rate per jurisdiction and the 15% minimum rate resulting in an additional charge recognised of £2,549,000 (2024: £nil) which would result in an 2.5% increase in the

Group’s statutory effective tax rate. The Group has applied the exemption to recognising and disclosing information about deferred tax assets and liabilities related to Pillar II income taxes, as provided in the amendments to

IAS 12 issued in May 2023.

10 Dividends

An interim dividend of 8.8p per ordinary share was paid in January 2025 (2024: 8.3p). The Directors propose a final dividend for the year ended 30 April 2025 of 17 .6p per ordinary share (2024: 17 .5p), which is subject to

approval at the AGM and has not been included as a liability as at 30 April 2025. Based upon the shares in issue at 30 April 2025 and excluding treasury shares and shares in employee trusts where dividends are waived, this

equates to a final dividend payment of £40m (2024: £39m). No dividends have been paid between 30 April 2025 and the date of signing the financial statements.

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11 Earnings per share

	2025	2024
	£000	£000
Basic and diluted earnings per share
The calculation of basic and diluted earnings per share is based on the following data:
Earnings
Earnings for the purposes of basic and diluted earnings per share, being profit for the year attributable to the owners of the Parent Company	79,845	125,018
Number of shares
Weighted average number of ordinary shares for the purposes of basic earnings per share	224,263,336	226,332,009
Effect of dilutive potential ordinary shares – share options	4,294,495	5,023,528
Weighted average number of ordinary shares for the purposes of diluted earnings per share	228,557,831	231,355,537
Basic earnings per share	35.6p	55.2p
Diluted earnings per share	34.9p	54.0p

The calculated weighted average number of ordinary shares for the purpose of basic earnings per share includes a reduction of 20,179,932 shares (2024: 17,579,590) relating to treasury shares acquired during the year and

a reduction of 1,648,155 shares (2024: 2,179,823) for shares held in employee trusts.

12 Goodwill

	£000
At 1 May 2023	113,873
Acquired through business combinations (Note 4)	2,045
At 30 April 2024 and 1 May 2024	115,918
Impairment of goodwill (Note 28)	(4,012)
At 30 April 2025	111,906

Goodwill acquired in a business combination is allocated, at acquisition, to the cash generating units (CGUs) that are expected to benefit from the business combination. The Group tests goodwill annually for impairment, or

more frequently if there are indications that goodwill might be impaired.

The allocation of goodwill by CGU as follows:

	2025	2024
	£000	£000
Northgate UK	–	4,012
Auxillis	74,827	74,827
FMG	31,078	31,078
Blakedale	3,956	3,956
FridgeXpress	2,045	2,045
	111,906	115,918

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12 Goodwill continued

The recoverable amounts of the CGUs are determined from value-in-use calculations. The key assumptions for the value-in-use calculations are those regarding the discount rates, growth rates and expected changes to

selling prices and direct costs during the year. The Group estimates discount rates using pre-tax rates that reflect current market assessments of the time-value of money and the risks specific to the CGUs. The growth rates

are aligned to UK GDP growth rate forecasts. Changes in selling prices and direct costs are based on past practices and expectations of future changes in the market.

The current year impairment assessment was based on risk-adjusted cash flow forecasts derived from a business plan, approved by the Directors in April 2025. The approved business plan includes the three-year strategic

plan of the Group and a forecast for a further two years. With the exception of goodwill previously recognised in the Northgate Vehicle Hire (UK) CGU which related to the historic acquisition of Fleet Technique Limited (in

2006) for which an exceptional impairment has been recognised (Note 28), it was concluded that there were no indicators of additional impairment or reversal of impairment of other non-current assets previously charged.

The business plan and growth rate applied to terminal values include management’s assessment of the impacts of climate-related issues which could reasonably be assumed to impact the future cash generation of each

CGU, such as the transition of fleet away from ICE vehicles. This has not materially impacted the business plan and growth rate applied to terminal values used within the value-in-use assessment.

The value-in-use assessment is sensitive to changes in the key assumptions used, most notably the discount rate and growth rates as follows:

					Impact of 1%
					reduction in
				Impact of 1%	growth rate
				increase in	applied to
			Growth rate	discount rate	terminal values
		Pre-tax discount	applied to	on recoverable	on recoverable
	Goodwill 2025	rate	terminal values	amount	amount
	£000	%	%	£m	£m
Auxillis	74,827	10.4%	2.0%	(101.7)	(68.2)
FMG	31,078	10.4%	2.0%	(12.7)	(8.6)
Blakedale	3,956	9.9%	2.0%	(9.1)	(6.5)
FridgeXpress	2,045	9.9%	2.0%	(5.3)	(3.6)
	111,906

The above sensitivity analysis, with no further reasonable changes in assumptions, would not result in an impairment charge to the carrying value of goodwill in any of the recognised CGUs.

In the prior year, impairment assessment was based on risk-adjusted cash flow forecasts derived from a business plan approved by the Directors in April 2024 using a pre-tax discount rate of 10.5% and pre-tax growth rate of

2.0% for all CGUs. It was concluded that there were no indicators of additional impairment or reversal of impairment of other non-current assets previously charged.

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13 Other intangible assets

	Customer
	relationships	Other software	Brand names		Total
	£000	£000	£000		£000
Cost:
At 1 May 2023	175,150	26,551	13,750		215,451
Acquisition	1,100	–	150		1,250
Additions	–	2,019	–		2,019
Exchange differences	–	(212)	–		(212)
At 30 April 2024 and 1 May 2024	176,250	28,358	13,900		218,508
Additions	–	3,098	–		3,098
Disposals	–	(1)	–		(1)
Exchange differences	–	(3)	–		(3)
At 30 April 2025	176,250	31,452	13,900		221,602
Accumulated amortisation:
At 1 May 2023	63,707	20,259	3,657		8 7, 6 2 3
Charge for the year	16,200	2,683	1,078		19,961
Exchange differences	–	(130)	–		(130)
At 30 April 2024 and 1 May 2024	79,907	22,812	4,735		107, 4 54
Charge for the year	16,187	2,625	1,000		19,812
Disposals	–	(1)	–		(1)
Exchange differences	–	1	–		1
At 30 April 2025	96,094	25,437	5,735	127,26	6
Carrying amount:
At 30 April 2025	80,156	6,015	8,165		94,336
At 30 April 2024	96,343	5,546	9,165		111,054
Weighted average remaining amortisation period (years) at 30 April 2025	5	3	9
Weighted average remaining amortisation period (years) at 30 April 2024	6	2	9

	2025	2024
	£000	£000
Intangible amortisation is included in the consolidated income statement as follows:
Administrative expenses: included within underlying EBIT	1,493	1,398
Administrative expenses: excluded from underlying EBIT*	18,319	18,563
	19,812	19,961

* Amortisation of intangible assets excluded from underlying EBIT relates to intangible assets recognised on business combinations. Amortisation of acquired intangible assets is not classed as an exceptional item as it is recurring in nature. However, it is excluded

from underlying results as it is considered non-operational and would otherwise not present a clear understanding of underlying performance as growth of the business is achieved organically and inorganically. The revenue and costs attached to those acquisitions

are included within underlying results.

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14 Property, plant and equipment

				Plant,
			Land and	equipment
		Vehicles for hire	buildings	and fittings	Motor vehicles	Total
		£000	£000	£000	£000	£000
Cost:
At 1 May 2023		1,742,076	2 27, 5 45	57,0 51	4,111	2,030,783
Acquisition		14,815	539	136	136	15,626
Additions		612,077	23,123	13,795	4,930	653,925
Exchange differences		(24,985)	(2,158)	(905)	–	(28,048)
Transfer to inventories		(486,970)	–	–	–	(486,970)
Disposals		–	(2,336)	(1,233)	(1,420)	(4,989)
At 30 April 2024 and 1 May 2024		1,857,013	246,713	68,844	7,7 57	2,180,327
Additions		697,5 95	7, 26 9	10,749	4,079	719,692
Exchange differences		(838)	(262)	(52)	–	(1,152)
Transfer to inventories		(475,287)	–	–	–	(475,287)
Disposals		–	(7, 3 39)	(826)	(1,513)	(9,678)
At 30 April 2025		2,078,483	246,381	78,715	10,323	2,413,902
Accumulated depreciation:
At 1 May 2023		578,465	7 7,6 2 9	39,612	2,154	6 97, 8 6 0
Charge for the year		205,224	18,682	5,664	1,723	231,293
Exchange differences		(8,708)	(802)	(655)	–	(10,165)
Transfer to inventories		(218,648)	–	–	–	(218,648)
Disposals		–	(1,436)	(739)	(1,182)	(3,357)
At 30 April 2024 and 1 May 2024		556,333	94,073	43,882	2,695	696,983
Charge for the year		258,687	18,766	7,321	2,783	287,557
Impairment charge (Note 28)		–	956	87	–	1,043
Exchange differences		(673)	(71)	(42)	–	(786)
Transfer to inventories	(247,	14 2)	–	–	–	(247, 142)
Disposals		–	(5,662)	(327)	(1,220)	( 7, 20 9)
At 30 April 2025		56 7, 2 0 5	108,062	50,921	4,258	730,446
Carrying amount:
At 30 April 2025		1,511,278	138,319	27,7 9 4	6,065	1,683,456
At 30 April 2024		1,300,680	152,640	24,962	5,062	1,483,344

At 30 April 2025, the Group had entered into total contractual commitments amounting to £68,094,000 (2024: £62,034,000).

Land and buildings include the following:

	2025	2024
	£000	£000
	NBV	NBV
Land and buildings by category:
Freehold and long leasehold	48,213	49,642
Short leasehold	90,106	102,998
	138,319	152,640

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS continued

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14 Property, plant and equipment continued

Property, plant and equipment include the following right-of-use leased assets:

			Other property,
		Land and	plant and
	Vehicles for hire	buildings	equipment	Total
	£000	£000	£000	£000
Cost:
At 1 May 2023	96,771	133,443	3,038	233,252
Acquisition	12,942	–	123	13,065
Additions	34,626	21,776	5,468	61,870
Reclassification to owned assets at end of lease	(16,533)	–	(3)	(16,536)
Exchange differences	–	(850)	–	(850)
Disposals	(16,929)	(2,336)	(1,040)	(20,305)
At 30 April 2024 and 1 May 2024	110,877	152,033	7, 5 8 6	270,496
Additions	23,768	6,991	4,000	34,759
Reclassification to owned assets at end of lease	(2,440)	–	(31)	(2,471)
Exchange differences	–	(112)	–	(112)
Disposals	(34,911)	(5,290)	(1,339)	(41,540)
At 30 April 2025	97, 2 9 4	153,622	10,216	261,132
Accumulated depreciation:
At 1 May 2023	32,963	40,806	1,780	75,549
Charge for the year	37,8 8 2	16,092	1,550	55,524
Reclassification to owned assets at end of lease	(2,024)	–	–	(2,024)
Exchange differences	–	(357)	–	(357)
Disposals	(16,141)	(1,428)	(1,011)	(18,580)
At 30 April 2024 and 1 May 2024	52,680	55,113	2,319	110,112
Charge for the year	36,835	16,295	2,750	55,880
Reclassification to owned assets at end of lease	(616)	–	(14)	(630)
Impairment charge for the year	–	956	–	956
Exchange differences	–	(27)	–	(27)
Disposals	(34,370)	(3,788)	(1,092)	(39,250)
At 30 April 2025	54,529	68,549	3,963	127, 0 41
Carrying amount:
At 30 April 2025	42,765	85,073	6,253	134,091
At 30 April 2024	58,197	96,920	5,267	160,384

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS continued

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15 Interest in associates

The Group has interest in associates, which comprise a minority participation in four (2024: four) active Limited Liability Partnerships (LLPs) registered and situated in the United Kingdom. All of the LLPs are engaged in the

processing of legal claims and are regulated by the Solicitors Regulation Authority. The LLPs are businesses over which the Group is deemed to have significant influence but which it does not control.

Interest in associates is as follows:

	£000
At 1 May 2023	5,207
Group’s share of:
Profit from continuing operations	1,296
Distributions from associates	(2,001)
At 30 April 2024 and 1 May 2024	4,502
Group’s share of:
Profit from continuing operations	170
Distributions from associates	(476)
Impairment charge (Note 28)	(4,196)
At 30 April 2025	–

Details of the Group’s associates, being interests in the following LLPs of which a group Company is a designated Principal Member, at 30 April 2025 are as follows:

Name	Registered office
Ageas Law LLP	Helmont House, Churchill Way, Cardiff, CF10 2HE
Carole Nash Legal Services LLP	Helmont House, Churchill Way, Cardiff, CF10 2HE
RCN Law LLP	Helmont House, Churchill Way, Cardiff, CF10 2HE
Your Law LLP	Helmont House, Churchill Way, Cardiff, CF10 2HE

The Group, through NewLaw Legal Limited (NewLaw), is a designated member of each of the above LLPs (which are considered to be associates) and has contributed 50% of the capital for each of those LLPs (usually

amounting to £1 for each LLP). NewLaw supplies legal processing services to each LLP. Each member firm of the LLPs is required to appoint individuals to the management board of the LLPs but NewLaw does not appoint or

control the majority of individuals to these boards who are ultimately responsible for the day to day operations, decision-making and strategic development of the LLPs and therefore NewLaw is not considered to have overall

control of the LLPs. Accordingly, the Group only accounts for the results of these joint operations as associated company income based upon the (variable) share of the net income generated by way of profit share after the

deduction of any other fixed allocations of such income.

16 Inventories

	2025	2024
	£000	£000
Vehicles held for resale	18,660	26,196
Spare parts and consumables	9,849	12,065
	28,509	38,261

Replacement cost of spare parts and consumables is considered to not significantly differ from carrying values as stated above.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS continued

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17 Receivables and contract assets

	2025	2024
	£000	£000
Trade receivables	119,169	135,321
Contract assets – claims due from insurance companies and self-insuring organisations	166,091	195,972
Prepayments	41,422	32,300
Other receivables	51,465	57,4 3 9
	378,147	421,032

Allowances for estimated irrecoverable amounts and the Group’s credit risk are considered in Note 30.

The Group considers that the carrying amount of receivables and contract assets approximates to their fair value.

Contract assets – claims due from insurance companies and self-insuring organisations

An analysis of claims from insurance companies is given below:

	2025	2024	2025	2024
	£000	£000	%	%
Pending claims	18,852	19,570	11	10
Between 1 and 120 days old	58,546	69,229	35	35
More than 120 days old	88,693	1 0 7, 17 3	54	55
Total	166,091	195,972	100	100

Risk is spread primarily across the major UK-based motor insurance companies in proportion to their respective share of the market. No credit insurance is taken out, given the regulated nature of these entities.

The Group does not have a significant concentration of credit risk, with exposure spread across a large number of insurer counterparties. The most significant five insurers represented 28% (2024: 35%) of contract assets.

The measurement of contract assets changes from period to period due to the estimation uncertainty.

The carrying value of contract assets, in relation to insurance claims of £166,091,000 (2024: £195,972,000), has decreased mainly as a result of strong cash collection in the year. An adjustment of £2.9m was made in the 12

months to 30 April 2025 for claims that were settled at a higher net amount than the carrying value at 30 April 2024 (2024: £7.6m for claims that were settled at a higher net amount than the carrying value at 30 April 2023).

18 Trade and other payables

	2025	2024
	£000	£000
Trade payables	202,595	187,3 9 5
Social security and other taxes	17,925	17,1 3 2
Accruals and deferred income	119,930	131,070
	340,450	335,597

The Group considers that the carrying amount of trade and other payables approximates to their fair value.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS continued

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19 Provisions

	2025	2024
	£000	£000
Current
Dilapidations	2,716	1,868
Onerous contracts	198	–
Fleet insurance	1,824	2,302
	4,738	4,170
Non-current
Dilapidations	6,787	7,263
Onerous contracts	679	–
Fleet insurance	2,857	3,073
	10,323	10,336
	15,061	14,506

	2025	2024
	£000	£000
Movement in the carrying amount of provisions
At 1 May	14,506	7, 4 31
Reclassification from accruals	–	5,362
Provisions made during the year	3,887	4,872
Utilised during the year	(4,136)	(3,030)
Change in cost estimates	485	(435)
Unwinding of discount	319	306
At 30 April	15,061	14,506

Dilapidation provisions are estimates of the Group’s legal obligations relating to leases of land and buildings. These balances include estimates based on external and internal sources of information and, where appropriate,

reports from third party advisers. The timing of outflows is expected to be upon cessation of the related lease but may be longer if the lease is extended or renegotiated. Amounts settled will depend on the level of

dilapidations agreed with the landlord.

Onerous contracts relate to properties no longer occupied or fully used, over a time period of 4.5 years after the year end. A provision of £977,000 (2024: £nil) was recognised to reflect the Group’s legal obligations of the

unavoidable net holding cost of these leases to the end date of those leases.

Fleet insurance provisions are estimates of the Group’s legal obligations of future outflows for vehicle accident insurance claims. These balances include estimates based on internal and external sources of information.

The timing of outflows is expected to be upon receiving insurance claims from the Group’s external insurance provider. Amounts of claims settled will be based on the agreements made with the insurance provider.

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20 Borrowings

Carrying amounts of the Group’s borrowings approximate to their fair value.

	2025	2024
	£000	£000
Bank loans and overdrafts	200,422	296,672
Loan notes	480,875	320,267
Asset financing facility (secured)	49,987	–
Cumulative preference shares	500	500
Confirming facilities	669	67
	732,453	617, 5 0 6

All borrowings are unsecured unless otherwise noted.

The borrowings are repayable as follows:

	2025	2024
	£000	£000
On demand or within one year (shown within current liabilities)
Bank loans and overdrafts	46,975	57,475
Confirming facilities	669	67
Asset financing facility (secured)	6,723	–
	54,367	57,5 4 2
In the second year
Bank loans	–	243,811
Loan notes	–	–
Asset financing facility (secured)	19,185	–
	19,185	243,811
In the third to fifth years
Bank loans	160,398	–
Loan notes	276,835	128,217
Asset financing facility (secured)	24,079	–
	461,312	128,217
Due after more than five years
Loan notes	204,432	192,325
Cumulative preference shares	500	500
	204,932	192,825
Unamortised finance fees relating to the bank loans and loan notes	(7,3 4 3)	(4,889)
Total borrowings	732,453	6 17, 5 0 6
Amounts due for settlement within one year (shown within current liabilities)	(54,367)	(57, 5 42)
Amounts due for settlement after more than one year	678,086	559,964

The bank loans and overdrafts, totalling £207,373,000 (gross of unamortised fees) at 30 April 2025, would become repayable in full in the event of a change in control of the Group. The holders of the loan notes, totalling

£481,267,000 (gross of unamortised fees) at 30 April 2025, would have to be offered full repayment in the event of a change in control of the Group.

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20 Borrowings continued

Bank loans and overdrafts

Bank loans are unsecured and bear interest at rates of 1.00% to 1.95% (2024: 1.00% to 1.95%) above the relevant interest rate index, being SONIA for Sterling denominated debt and EURIBOR for Euro denominated debt,

subject to a floor of 0%. UK bank loans mature in April 2030. Spain bank loans of £10m were renewed for a further year to November 2025. Overdrafts are unsecured and can be withdrawn at any time and are repayable

on demand.

Loan notes

The Group has £481,267,000 (2024: £320,542,000) of loan notes (gross of unamortised fees) which bear interest at an average rate of 2.4% (2024: 1.3%). Loan notes are unsecured and are repayable in November 2027,

November 2029, October 2031, November 2031 and October 2034.

Asset financing facility

In the year, the Group entered into a £100m Vehicle Funding Facility with a drawn balance of £49,987,000 as at 30 April 2025 (2024: £nil). Drawn balances are amortised over a 40-month period and attract a floating

rate charge equal to Bank of England Base Rate plus 1.40% interest margin. The facility is secured against certain vehicles for hire with the carrying amounts of assets pledged as security as at 30 April 2025 totalling

£49,923,000 (2024: £nil).

Cumulative preference shares

The cumulative preference shares of 50p each entitle the holder to receive a cumulative preferential dividend at the rate of 5% on the paid-up capital and the right to a return of capital at either winding up or a repayment of

capital. The cumulative preference shares do not entitle the holders to any further or other participation in the profits or assets of the Group. These shares have no voting rights other than in exceptional circumstances.

The total number of authorised cumulative preference shares of 50p each is 1,300,000 (2024: 1,300,000), of which 1,000,000 (2024: 1,000,000) were allotted and fully paid at the balance sheet date.

Confirming facilities

Spanish confirming facilities of £669,000 (2024: £67,000) are unsecured and all fall due within one year. The Group pays no interest on confirming facilities.

Total borrowing facilities

The Group has various borrowing facilities available to it. The undrawn facilities (not including cash available to offset) at the balance sheet date, in respect of which all conditions precedent had been met at that date, are as

follows:

	2025	2024
	£000	£000
Less than one year	72,109	12,712
In one year to five years	339,601	231,189
	411,710	243,901

The total amount permitted to be borrowed by the Company and its subsidiary undertakings under the terms of the Articles of Association shall not exceed six times the aggregate of the issued share capital of the Company

and group reserves, as defined in those Articles.

Group reserves includes paid up share capital and all other balances within the statement of changes in equity, less goodwill and other intangible assets. The Company and its subsidiary undertakings were fully compliant

with this requirement of the Articles of Association in the current and prior year.

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20 Borrowings continued

Analysis of consolidated net debt

An analysis of movements in the Group’s consolidated net debt is as follows:

				Foreign
			Other non-cash	exchange
	At 1 May 2024	Cash flow	changes	movements		At 30 April 2025
	£000	£000	£000	£000		£000
Bank loans	250,052	(84,401)	(2,062)	(775)		162,814
Bank overdrafts	46,620	(8,734)	–	(278)	37,6	0 8
Loan notes	320,267	159,419	(392)	1,581		480,875
Asset financing facility	–	49,987	–	–		49,987
Lease liabilities	164,524	(59,501)	33,042	(85)		137,980
Cumulative preference shares	500	–	–	–		500
Confirming facilities	67	–	593	9		669
	782,030	56,770	31,181	452		870,433
Cash and bank balances	(39,802)	6,179	–	(115)		(33,738)
Consolidated net debt	742,228	62,949	31,181	337		836,695

Borrowings are designated as financial liabilities carried at amortised cost.

				Foreign
			Other non-cash	exchange
	At 1 May 2023	Cash flow	changes	movements	At 30 April 2024
	£000	£000	£000	£000	£000
Bank loans	218,403	33,078	2,570	(3,999)	250,052
Bank overdrafts	2,441	44,491	–	(312)	46,620
Loan notes	329,854	–	(275)	(9,312)	320,267
Lease liabilities	156,765	(65,047)	73,317	(511)	164,524
Cumulative preference shares	500	–	–	–	500
Confirming facilities	593	–	(512)	(14)	67
	708,556	12,522	75,100	(14,148)	782,030
Cash and bank balances	(14,122)	(26,757)	–	1,077	(39,802)
Consolidated net debt	694,434	(14,235)	75,100	(13,071)	742,228

The Group calculates gearing to be net borrowings (including lease obligations) as a percentage of shareholders’ funds less goodwill and the net book value of intangible assets, where net borrowings comprise borrowings

and lease obligations less cash and bank balances. At 30 April 2025, the gearing of the Group amounted to 97.6% (2024: 90.9%) where net borrowings (including lease obligations) are £836,695,000 (2024: £742,228,000)

and shareholders’ funds less goodwill and the net book value of intangible assets are £856,913,000 (2024: £816,425,000).

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20 Borrowings continued

Under the terms of the borrowing facility, the Group is required to comply with the following financial covenants

at the end of each annual and interim reporting period

• Interest cover of at least three times annualised EBIT;

• Group loan to value must not exceed 70%

• Net debt must not exceed three times EBITDA.

The Group has complied with these covenants throughout the current and prior reporting period as detailed in the Financial Review found on page 40.

Financial assets

The Group’s principal financial assets are cash and bank balances, and receivables and contract assets.

The Group’s credit risk is primarily attributable to its trade receivables. The amounts presented in the balance sheet are net of allowances for doubtful receivables. An allowance for impairment is made where there is an

identified loss event which, based on previous experience, is evidence of a reduction in the recoverability of the cash flows.

The credit risk on liquid funds and derivative financial instruments is limited because the counterparties are banks with high credit ratings assigned by international credit rating agencies.

The Group has no significant concentration of credit risk, with exposure spread over a large number of counterparties and customers. The Group has credit insurance policies in place to partially mitigate this risk.

Treasury policies and the management of risk

The function of Group Treasury is to mitigate financial risk, to ensure sufficient liquidity is available to meet foreseeable requirements, to secure finance at minimum cost and to invest cash assets securely and profitably.

Treasury operations manage the Group’s funding, liquidity and exposure to interest rate risks within a framework of policies and guidelines authorised by the Board of Directors.

The Group uses derivative financial instruments for risk management purposes only. Consistent with the Group’s policy, Group Treasury does not engage in speculative activity and it is policy to avoid using more complex

financial instruments.

The policy followed in managing credit risk permits only minimal exposures, with banks and other institutions meeting required standards as assessed normally by reference to major credit rating agencies. Deals for material

deposits are authorised only with banks with which dealing mandates have been agreed and which maintain an A rating. Individual aggregate credit exposures are limited accordingly.

Financing and interest rate risk

The Group’s policy is to finance operating subsidiary undertakings by a combination of retained earnings and medium term bank loans and loan notes.

Cash at bank, and on deposit, yields interest based principally on interest rate indices applicable to periods of less than three months, those indices being SONIA for Sterling denominated cash and EURIBOR for Euro

denominated cash. The Group’s exposure to interest rate fluctuations on its borrowings is limited by having fixed rate financial instruments covering a significant proportion of borrowings. At 30 April 2025, 68.7% (2024:

64.6%) of net borrowings (excluding unamortised finance fees and including leases arising under HP obligations) were at fixed rates of interest comprising loan notes of £481,267,000, £500,000 of preference shares,

£669,000 of confirming facilities and leases arising under HP obligations of £7,345,000 (30 April 2024: loan notes of £320,542,000, £500,000 of preference shares, £67,000 of confirming facilities, £51,287,000 of fixed rate

bank borrowings and leases arising under HP obligations of £11,244,000).

1 All three covenants listed above must be adhered to for loan notes. However, for bank loans, only the ‘interest cover’ and ‘leverage’ covenants are required to be met.

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20 Borrowings continued

Foreign currency exchange risk

The Group maintains borrowings in the same currency as its cash requirements, with the exception of borrowings maintained in Euros as net investment hedges against its Euro denominated investments (Note 22).

An analysis of the Group’s borrowings and lease obligations by currency is given below:

	Sterling	Euro	Total
	£000	£000	£000
At 30 April 2025
Bank loans	18,176	144,638	162,814
Bank overdrafts	10,682	26,926	37,608
Loan notes	–	480,875	480,875
Asset financing facility	49,987	–	49,987
Lease liabilities	119,986	17,9 9 4	137,980
Cumulative preference shares	500	–	500
Confirming facilities	–	669	669
	199,331	671,102	870,433

	Sterling	Euro	Total
	£000	£000	£000
At 30 April 2024
Bank loans	70,637	179,415	250,052
Bank overdrafts	9,390	37, 2 3 0	46,620
Loan notes	–	320,267	320,267
Lease liabilities	145,269	19,255	164,524
Cumulative preference shares	500	–	500
Confirming facilities	–	67	67
	225,796	556,234	782,030

21 Lease liabilities

As lessee

Lease liabilities are presented in the balance sheet as follows:

	2025	2024
	£000	£000
Current	39,507	51,442
Non-current	98,473	113,082
	137,980	164,524

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21 Leases continued

As lessee continued

The tables below describe the nature of the Group’s leasing activities by the type of right-of-use asset recognised:

					Depreciation
				Carrying	expense for
			Average	value at	year to
	Number of	Range of	remaining	30 April	30 April
	right-of-use	remaining term	lease term	2025	2025
At 30 April 2025	assets leased	(years)	(years)	£000	£000
Land and buildings	177	1–95	5	85,073	16,295
Computer equipment	2	1–5	4	515	135
Motor vehicles	329	1–4	2	5,738	2,615
Vehicles for hire	10,726	0–4	2	42,765	36,835

					Depreciation
	Number of right-	Range of	Average	Carrying value at	expense for year
	of-use assets	remaining term	remaining lease	30 April 2024	to 30 April 2024
At 30 April 2024	leased	(years)	term (years)	£000	£000
Land and buildings	186	1–99	5	96,920	16,092
Computer equipment	2	1–5	5	650	27
Motor vehicles	284	1–4	2	4,617	1,523
Vehicles for hire	11,254	0–4	1	58,197	3 7, 8 8 2

The lease liabilities are secured by the related underlying assets. Future minimum lease payments are as follows:

	<1 year	1-2 years	2-5 years	>5 years	Total
At 30 April 2025	£000	£000	£000	£000	£000
Lease payments:
Total lease payments	44,230	30,726	46,125	37,9 5 4	159,035
Finance charges:
Total finance charges	(4,723)	(3,093)	(4,466)	(8,773)	(21,055)
Net present values	39,507	27,6 3 3	41,659	29,181	137,980

At 30 April 2024	<1 year £000	1-2 years £000	2-5 years £000	>5 years £000	Total £000
Lease payments:
Total lease payments	56,718	34,996	46,327	50,233	188,274
Finance charges:
Total finance charges	(5,276)	(3,282)	(5,312)	(9,880)	(23,750)
Net present values	51,442	31,714	41,015	40,353	164,524

The total cash outflow for leases was £65,812,000 (2024: £71,580,000) which includes principal element of lease payments and interest arising on lease obligations.

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21 Leases continued

As lessee continued

Lease payments not recognised as a liability

The Group has elected not to recognise a lease liability for short term leases (leases with an expected term of 12 months or less). Expenses of £6,622,000 were recognised in the year (2024: £26,919,000) on a straight line

basis over the lease term.

The Group has elected not to recognise a lease liability for leases of low value assets of £5,000 or less over the lease term. Expenses of £1,526,000 were recognised in the year (2024: £1,013,000) on a straight line basis

over the lease term.

As lessor

The revenue of the Group is principally generated from the hire of vehicles under operating lease arrangements. For the majority of vehicles hired, there is no minimum contracted rental period. The revenue of the Group

under these arrangements is as shown in the consolidated income statement. There are no contingent rentals recognised in income.

22 Derivative financial instruments

Interest rate derivatives

The Group’s derivative financial instruments at the balance sheet date comprise of interest rate swaps. The net estimated fair values are as follows:

	2025	2024
	£000	£000
Interest rate derivatives	–	104
They are represented in the balance sheet as follows:
Current derivative financial instrument asset	–	104

The Group’s exposure to interest fluctuations on its borrowings is managed through the use of fixed rate instruments and interest rate derivatives. These derivatives are also used to manage the Group’s desired mixed of

fixed and floating rate debt. The policy is to fix a substantial element of the interest cost on outstanding debt. During the financial year ending 30 April 2025, the interest rate derivative matured. The interest rate derivatives to

which the Group was party as at 30 April 2024 are summarised as below:

		Weighted	Weighted
		average fixed	average
	Total nominal	contract net pay	remaining life
	values	rates	(years)
Euro interest rate swaps	€60,000,000	3.3%	0.7

Net investment hedges

The Group manages its exposure to currency fluctuations on retranslation of the balance sheets of those subsidiary undertakings whose functional currency is in Euros by maintaining a proportion of its borrowings in the

same currency. The hedging objective is to reduce the risk of spot retranslation of the Euro subsidiaries from Euros to Sterling at each reporting date.

At 30 April 2025, the nominal amount attributable to the hedging instrument equated to £622,666,000 (2024: £492,353,000). Exchange differences arising on the borrowings and net investment hedges have been

recognised directly within equity along with the exchange differences on retranslation of the net assets of the Euro subsidiaries. The hedges are considered highly effective in the current and prior year.

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23 Deferred tax

The following are the major deferred tax liabilities and (assets) recognised by the Group and movements thereon during the current and prior year:

	Accelerated						Other
	capital	Revaluation of	Share based		Intangible		temporary
	allowances	buildings	payments		assets	Losses	differences	Total
	£000	£000	£000		£000	£000	£000	£000
At 1 May 2023	23,253	352	(3,591)		31,968	(171)	(2,562)	49,249
Acquisition	–	–	–		313	–	–	313
Charge (credit) to the income statement	1,408	–	1,823		(4,492)	95	53	(1,113)
(Credit) charge to equity	–	–	(801)		–	–	26	(775)
Exchange differences	10	(10)	–		1	–	54	55
At 30 April 2024 and 1 May 2024	24,671	342	(2,569)	27,7	9 0	(76)	(2,429)	47,7 2 9
Charge (credit) to the income statement	(4)	–	286		(4,447)	70	(362)	(4,457)
(Credit) charge to equity	–	–	(862)		–	–	(26)	(888)
Exchange differences	24	(1)	–		–	–	(1)	22
At 30 April 2025	24,691	341	(3,145)		23,343	(6)	(2,818)	42,406

Deferred tax assets and liabilities are offset where the Group has a legally enforceable right to do so. The analysis of the deferred tax balances after offset is as follows:

	Total
	£000
At 30 April 2025
Deferred tax assets	(1,095)
Deferred tax liabilities	43,501
Net deferred tax liabilities	42,406
At 30 April 2024
Deferred tax assets	(1,878)
Deferred tax liabilities	49,607
Net deferred tax liabilities	47,7	2 9

There are no unrecognised deferred tax assets in the current or prior year.

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24 Share capital

Called up share capital, allotted and fully paid:

	Number of
	shares	£000
At 1 May 2023, 30 April 2024 and at 30 April 2025	246,091,423	123,046

The Group has one class of ordinary shares with a par value of 50p.

25 Share premium account

	£000
At 1 May 2023, 30 April 2024 and at 30 April 2025	113,510

26 Treasury shares and own shares reserve

Movements on the treasury shares reserve and own shares reserve are shown in the consolidated statements of changes in equity, which can be seen on page 141. Further information on these reserves is given below:

Treasury shares reserve

The reserve for the Company’s treasury shares comprises the cost of the Company’s shares held by the Group. At 30 April 2025, the Group held 20,252,974 of the Company’s shares (2024: 18,981,862). The total number of

shares held in treasury represents 8.2% (2024: 7. 7 %) of the allotted and fully paid share capital of the Group.

Own shares reserve

The own shares reserve represents shares held by employee trusts in order to meet commitments under the Group’s various share schemes (Note 29). At 30 April 2025, the Guernsey Trust held 1,101,002 (2024: 2,766,937)

50p ordinary shares and the YBS Trust held 182,812 (2024: 164,277) 50p ordinary shares. The total number of shares held by these employee trusts represents 0.5% (2024: 1.2%) of the allotted and fully paid share capital

of the Group.

The results of the trusts are consolidated into the results of the Group in accordance with IFRS 10 ‘Consolidated Financial Statements’.

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27 Translation reserve and other reserves

Translation reserve

The translation reserve represents the aggregate of the cumulative exchange differences arising from the retranslation of the balance sheets of the Euro-based subsidiary undertakings and the cumulative exchange

differences arising from long term borrowings held as hedges.

The management of the Group’s foreign exchange translation risks is detailed in Note 20.

	£000
At 1 May 2023	(2,685)
Exchange differences recognised in total comprehensive income	(4,074)
30 April 2024	(6,759)
Exchange differences recognised in total comprehensive income	(446)
30 April 2025	(7, 2 0 5)

Other reserves

	Capital
	redemption	Revaluation	Merger	Hedging	Other	Total other
	reserve	reserve	reserve	reserve	reserve	reserves
	£000	£000	£000	£000	£000	£000
At 1 May 2023	40	1,155	67,4 63	–	261,831	330,489
Foreign exchange differences	–	(33)	–	–	–	(33)
Other comprehensive income	–	–	–	78	–	78
At 30 April 2024	40	1,122	67,4 6 3	78	261,831	330,534
Foreign exchange differences	–	(2)	–	–	–	(2)
Other comprehensive (expense)	–	–	–	(78)	–	(78)
At 30 April 2025	40	1,120	67, 4 6 3	–	261,831	330,454

Merger reserve

The merger reserve arose from acquisitions in previous years.

Hedging reserve

The hedging reserve represents the cumulative amounts of changes in fair values of hedged interest rate derivatives that are deferred in equity, as explained in Notes 2 and 22, less amounts transferred to the consolidated

income statement and other components of equity.

Other reserve

The other reserve represents the excess of the share price on the date of acquisition of Redde plc, 282p over the nominal share price of 50p. The share premium represents the excess of the share price of 251p at the time of

the sale of these shares over the nominal share price of 50p. The Company has recorded the premium for the issue of shares for this acquisition in other reserves in accordance with Section 612 of the Companies Act 2006 in

respect of merger relief.

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28 Exceptional items

Exceptional items are recognised in the income statement as follows:

	2025	2024
	£000	£000
Exceptional administrative expenses: impairment of trade receivables	3,006	–
Exceptional administrative expenses: other operating costs	17,617	–
Exceptional administrative expenses	20,623	–

Exceptional administrative expenses comprise the following:

	2025	2024
	£000	£000
Impairment of goodwill	4,012	–
NewLaw strategy	12,820	–
Other exceptional operating costs	3,791	–
Exceptional administrative expenses	20,623	–
Total exceptional items included within EBIT	20,623	–
Total pre-tax exceptional items	20,623	–
Tax credits relating to exceptional items	(3,104)	–
Cash expenses	3,791	–
Non-cash expenses	16,832	–
Total pre-tax exceptional items	20,623	–

Impairment of goodwill

Goodwill relating to the previous acquisition of Fleet Technique Limited (in 2006) has been written off in the year. This goodwill balance was previously allocated to the Northgate Vehicle Hire (UK) CGU.

NewLaw Strategy

Included in exceptional administrative expenses, is £12,820,000 relating to a strategic decision made to exit the personal injury and legal services market in the UK. This relates to the business of NewLaw within the Claims

& Services operating segment. The business is not core to the mobility solutions provided to customers across the Group and been operating in a challenging environment since regulatory reforms were put in place in this

market in 2021. Exiting the market will allow greater focus on the core operations of the Group and ensure that capital is allocated optimally. No new business has been accepted and existing cases have been put into a

managed run off.

The exceptional items relate to impairments of assets that have arisen due to the decision to unwind the trade of the business over the shortest time possible whilst remaining compliant with regulatory obligations.

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28 Exceptional items continued

NewLaw Strategy continued

Impairment of property, plant and equipment

An impairment to the right-of-use asset of £1,043,000 (2024: £nil) relating to a property lease within the NewLaw business has been recognised due to the downsizing of the operation.

Impairment of interest in associates

An impairment of interest in associates has been recognised of £4,196,000 (2024: £nil) in line with the strategy plan to unwind the NewLaw business.

Impairment of trade receivables

An exceptional cost of £3,006,000 (2024: £nil) has been recognised to the extent that certain trade receivables are no longer deemed recoverable whilst managing the NewLaw business in run-off.

Impairment of other receivables

A further impairment was recognised in respect to other receivables totalling £3,598,000 (2024: £nil).

Adjustment to provisions

An exceptional cost of £977,000 (2024: £nil) was recognised in relation to unavoidable costs for the element of the property lease which is no longer in use.

Other exceptional operating costs

Restructuring costs of £1,033,000 (2024: £nil) were recognised of which £343,000 arose in Claims & Services, £565,000 in UK&I Rental and £125,000 in Corporate costs. This followed the announcement in the prior year to

streamline the organisational structure of the UK part of the Group.

In May 2024, the Group was impacted by a cyber incident in part of its UK operation. The Group’s systems were immediately isolated to contain and eliminate the threat. Most businesses experienced limited impact

and rapidly returned to normal operational capacity with the NewLaw business being affected for the longest period. The costs associated with managing this incident of £2,758,000 (2024: £nil) have been recognised in

exceptional items in the year.

Other costs not classified as exceptional items but excluded from underlying results

Amortisation of acquired intangible assets

Amortisation of acquired intangible assets of £18,319,000 (2024: £18,563,000) is not classified as an exceptional item as it is recurring. However, it is excluded from underlying results in order to provide a better comparison

of results between periods as the Group grows through a combination of organic and inorganic growth. The revenue and operating costs of these acquisitions are included within underlying results. Amortisation of intangible

assets of £1,493,000 (2024: £1,398,000) which does not relate to acquisitions is included within underlying profit.

Depreciation rate changes

The Group has adjusted the depreciation rates from 1 May 2022 on vehicles remaining on the fleet which were purchased before FY2021. This adjustment is explained further in the Financial review on pages 40 to 48. The

depreciation adjustment is a debit to the consolidated income statement of £26,481,000 (2024: debit of £17,000). This adjustment is not classified as an exceptional item, however, it is excluded from underlying results in

order to provide a better comparison of results between periods.

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29 Share based payments

The Group and Company’s share incentive plans are as follows:

DABP

The DABP is closed for new awards. Remaining options are all fully vested and are exercisable until ten years after the date of grant. Options are nil cost options to be settled in equity.

Free shares

The Board makes discretionary awards of free shares to eligible employees. Employees must remain in employment of the Group during the vesting period of three years in order to receive free shares. Free shares are

settled in equity.

EPSP

EPSP awards have a three-year vesting period from the date of grant and the level of vesting is determined against certain market and non-market based performance conditions. After vesting, options are exercisable until

ten years after the date of grant. Options are nil cost options to be settled in equity.

SAYE

The SAYE has a three-year savings period where employees save at an agreed rate. At the end of the savings period, employees can choose to exercised options for equity or withdrawn their savings. Options granted under

the SAYE have exercise prices ranging from £2.64 to £3.45. Options can be exercised and settled in equity up to six months following the end of the relevant savings period.

Details regarding the plans in the year ended 30 April 2025 are outlined below:

	DABP		Free shares	EPSP	SAYE
	Number of		Number of	Number of	Number of
	share options		free shares	share options	share options
At 1 May 2024	13,171		1,737,033	2,708,133	2,195,907
Granted during the year	–	9	47,818	1,152,944	1,093,211
Exercised during the year	(5,104)		–	(773,052)	–
Vested during the year	–		(5,748)	–	(106,040)
Forfeited/lapsed during the year	–		(283,336)	(751,593)	(407,458)
At 30 April 2025	8,067		2,395,767	2,336,432	2,775,620
Exercisable at the end of the year	8,067		–	32,726	–

	DABP	Free Shares	EPSP	SAYE
	2025	2025	2025	2025
Weighted average remaining contractual life at the end of the year	1.0 years	1.5 years	7. 3 year s	1.4 years
Weighted average share price at the date of exercise of options in the year	£4.28	£3.63	£3.89	£4.03
Date options granted during the year		Aug 2024	Jul 2024	Aug 2024
Aggregate estimated fair value of options at the date of grant		£2,180,000	£3,083,000	£875,000
The inputs into the Black-Scholes/Monte Carlo model were as follows:
Weighted average share price		£4.07	£4.25	£4.00
Weighted average exercise price		£nil	£nil	£3.45
Expected volatility		45.3%	45.5%	45.4%
Expected life		3 years	3 years	3 years
Risk free rate		3.7%	3.9%	3.7%
Expected dividends		7.1%	7. 2%	7.1%

Expected volatility was determined by calculating the historical volatility of the Group’s share price over the previous three years.

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29 Share based payments continued

Details regarding the plans in the year ended 30 April 2024 are outlined below:

	AESS	DABP	Free shares	EPSP	SAYE
	Number of	Number of	Number of	Number of	Number of
	matching shares	share options	free shares	share options	share options
At 1 May 2023	111,720	21,822	817, 3 75	4,318,856	2,902,118
Granted during the year	–	–	1,141,602	1,030,688	1,016,823
Exercised during the year	–	(8,226)	–	(2,548,287)	–
Vested during the year	(102,007)	–	(4,234)	–	(1,330,193)
Forfeited/lapsed during the year	(9,713)	(425)	(217,710)	(93,124)	(392,841)
At 30 April 2024	–	13,171	1,737,033	2,708,133	2,195,907
Exercisable at the end of the year	–	13,171	–	179,613	139,111

	AESS	DABP	Free Shares	EPSP	SAYE
	2024	2024	2024	2024	2024
Weighted average remaining contractual life at the end of the year	–	1.8 years	2.1 years	8.2 years	1.7 years
Weighted average share price at the date of exercise of options in the year	–	£3.35	£3.66	£3.34	£3.54
Date options granted during the year			Oct 2023	Aug 2023	Oct 2023
Aggregate estimated fair value of options at the date of grant			£2,113,000	£2,382,000	£807,000
The inputs into the Black-Scholes/Monte Carlo model were as follows:
Weighted average share price			£3.23	£3.46	£3.23
Weighted average exercise price			£nil	£nil	£2.64
Expected volatility			52.1%	54.0%	52.0%
Expected life			3 years	3 years	3 years
Risk free rate			4.4%	4.5%	4.4%
Expected dividends			6.7%	6.7%	6.7%

In addition, 74,369 options were awarded in the year under the EAB (2024: 102,517 options). These all vested immediately as there were no ongoing performance or service obligations and were valued based on the share

price at the grant date for each grant. The shares will be held in trust for the required three-year holding period.

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30 Financial instruments

The following disclosures and analysis relate to the Group’s financial instruments.

Capital risk management

The Group manages its capital to ensure that entities in the Group will be able to continue as a going concern while maximising the return to stakeholders through the optimisation of the debt and equity balance. The capital

structure of the Group consists of debt, which includes the borrowings disclosed in Note 20, cash and cash equivalents and equity attributable to equity holders of the Parent, comprising issued share capital, reserves and

retained earnings as disclosed in Notes 24 to 27.

Foreign currency risk management

The Group undertakes certain transactions denominated in foreign currencies. Hence, exposures to exchange rate fluctuations arise.

Net investment hedges

same currency. The hedging objective is to reduce the risk of spot retranslation of the Euro subsidiaries from Euros to Sterling at each reporting date. Exchange differences arising on the borrowings and net investment

hedges have been recognised directly within equity along with the exchange differences on retranslation of the net assets of the Euro subsidiaries.

The hedges are considered highly effective in the current and prior year.

Foreign currency sensitivity analysis

During the year, the Group has been exposed to movements in the exchange rate between Euro and Sterling, where Sterling is the functional currency of the Group.

The following tables detail the Group’s sensitivity to a €0.20 (2024: €0.20) increase and decrease in the Euro/Sterling exchange rate.

A €0.20 (2024: €0.20) movement in the rate in either direction is management’s assessment of the reasonably possible change in foreign exchange rates in the near term. The sensitivity analysis only includes any

outstanding foreign currency denominated monetary items and adjusts their translation at the period end for a €0.20 (2024: €0.20) change in foreign currency rates.

	As stated in
	Annual Report	As would be	As would be
	and financial	stated if €0.20	stated if €0.20
	statements	increase	decrease
2025	£000	£000	£000
Profit before taxation	101,468	91,177	115,910
Total equity	1,063,157	1,045,364	1,088,257

	As stated in	As would be	As would be
	Annual Report	stated if €0.20	stated if €0.20
	and financial	increase	decrease
2024	statements £000	£000	£000
Profit before taxation	162,103	151,179	17 7, 5 7 1
Total equity	1,043,397	1,036,549	1,053,069

Interest rate risk management

The Group is exposed to interest rate risk, as entities within the Group borrow funds at both fixed and floating interest rates. The risk is managed by the Group by maintaining an appropriate mix between fixed and floating

rate borrowings and by the use of interest rate swap contracts if necessary. Hedging activities are reviewed regularly to align with interest rate views and defined risk appetite, ensuring optimal hedging strategies are applied.

The Group’s exposures to interest rates on financial assets and financial liabilities are detailed in the liquidity risk management section of this note.

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30 Financial instruments continued

Interest rate sensitivity analysis

The sensitivity analysis below have been determined on the exposure to interest rates for floating rate liabilities and related derivatives. For the floating rate liabilities, the analysis is prepared on the basis of both the average

liability outstanding over the year and the average rate applicable for the year. In all instances it is assumed that any derivatives designated in hedging relationships are 100% effective.

A 1.0% (2024: 1.0%) increase or decrease has been used in the analysis and represents management’s best estimate of a reasonably possible change in interest rates in the near term.

	As stated in
	Annual Report	As would be	As would be
	and financial	stated if 1.0%	stated if 1.0%
	statements	increase	decrease
2025	£000	£000	£000
Profit before taxation	101,468	98,835	104,102
Total equity	1,063,157	1,061,182	1,065,132

	As stated in	As would be	As would be
	Annual Report	stated if 1.0%	stated if 1.0%
	and financial	increase	decrease
2024	statements £000	£000	£000
Profit before taxation	162,103	159,555	164,651
Total equity	1,043,397	1,041,486	1,045,308

Liquidity risk management

Ultimate responsibility for liquidity risk management rests with the Directors who have built an appropriate liquidity risk management framework for the management of the Group’s short, medium and long term funding and

liquidity requirements. The Group manages liquidity risk by maintaining adequate reserves, banking facilities and borrowing facilities by continuously monitoring forecast and actual cash flows and matching the maturity

profiles of financial assets and financial liabilities. Included in Note 20 is a description of additional undrawn facilities that the Group has at its disposal to further reduce liquidity risk.

Liquidity and interest risk tables

The following tables detail the Group’s remaining contractual maturity for its non-derivative financial liabilities. The tables have been drawn up based on the undiscounted cash flows of financial liabilities based on the earliest

date on which the Group can be required to pay. The tables include both interest and principal cash flows. All interest cash flows and the weighted average effective interest rate have been calculated using interest rate

conditions prevailing at the balance sheet date.

	Weighted
	average
	effective	<1 year	2nd year	3–5 years	>5 years	Total
Group 2025	interest rate	£000	£000	£000	£000	£000
Non-interest bearing	–	240,872	–	–	–	240,872
Fixed interest rate instruments	2.35%	11,340	11,340	307,996	230,597	561,273
Variable interest rate instruments	4.64%	25,700	27,709	205,690	–	259,099
		27 7, 91 2	39,049	513,686	230,597	1,061,244

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30 Financial instruments continued

Liquidity and interest risk tables continued

	Weighted
	average effective	<1 year	2nd year	3–5 years	>5 years	Total
Group 2024	interest rate	£000	£000	£000	£000	£000
Non-interest bearing	–	2 2 7, 8 24	–	–	–	2 2 7, 8 2 4
Fixed interest rate instruments	1.89%	6,972	58,258	141,070	196,939	403,239
Variable interest rate instruments	6.24%	23,112	204,780	6,951	–	234,843
		25 7, 9 08	263,038	148,021	196,939	865,906

Fair value of financial instruments

The Group is required to analyse financial instruments that are measured subsequent to initial recognition at fair value, grouped into Levels 1 to 3 based on the degree to which fair value is observable:

• Level 1 fair value measurements are those derived from quoted prices (unadjusted) in active markets for identical assets or liabilities

• Level 2 fair value measurements are those derived from inputs other than quoted prices included within Level 1 that are observable for the asset or liability either directly (i.e. prices) or indirectly (i.e. derived from prices)

• Level 3 fair value measurements are those derived from valuation techniques that include inputs for the asset or liability that are not based on observable market data (unobservable inputs)

All the financial instruments below are categorised as Level 2. The fair values of financial assets and financial liabilities are determined as follows:

• Derivative financial instruments are measured at the present value of future cash flows estimated and discounted based on applicable yield curves derived from quoted interest rates

• The fair values of other non-derivative financial assets and financial liabilities are determined in accordance with generally accepted pricing models based on discounted cash flow analysis

The carrying amounts of financial assets and financial liabilities are recorded at amortised cost, except for derivates which are held at fair value. For the majority of borrowings, the fair values are not materially different from

their carrying amounts, since either the interest rate payable on those borrowings is close to current market rates or the borrowings are of a short term in nature. The only borrowings which have been assessed as having a

material difference are loan notes which have carrying value of £480,875,000 (Note 20) and an estimated fair value of £445,446,000. The fair value has been calculated based on discounted cash flows using a comparable

current borrowing rate. They are classed as level three fair value measurements due to the use of unobservable inputs, including credit risk.

Credit risk management

Credit risk refers to the risk that a counterparty will default on its contractual obligations resulting in financial loss to the Group.

Cash and bank balances of £33,738,000 (2024: £39,802,000) include £33,522,000 (2024: £39,467,000) held under a pooled overdraft arrangement with the same banking institution which has a right of set-off but where the

balances are not net settled. Bank overdrafts of £37,608,000 (2024: £46,620,000) were available to offset against bank balances under this agreement, therefore the residual credit risk exposure was £Nil (2024: £Nil). Credit

risk is managed by only holding material deposits with banks and other institutions meeting required standards as assessed normally by reference to major credit agencies. Group credit exposure for material deposits is

limited to banks individually which maintain an A rating.

The Group’s credit risk is primarily attributable to its trade receivables. The trade receivables amounts presented in the balance sheet are net of allowances for doubtful receivables. An allowance for impairment is made using

the simplified model applicable to trade receivables as per IFRS 9.

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30 Financial instruments continued

Credit risk management continued

	2025	2024
	£000	£000
Trade receivables
Trade receivables (maximum exposure to credit risk)	147,598	159,540
Allowance for doubtful receivables	(28,429)	(24,219)
	119,169	135,321
Ageing of trade receivables not impaired
Not overdue	87,521	91,066
Past due not more than two months	14,594	19,381
Past due more than two months but not more than four months	5,734	8,197
Past due more than four months but not more than six months	11,320	16,677
Total	119,169	135,321

Before accepting any new customers, the Group will perform credit analysis to assess the credit risk on an individual basis. This enables the Group only to deal with creditworthy customers, therefore reducing the risk of

financial loss from defaults. Of the trade receivables balance at the end of the year, £4,205,000 (2024: £3,528,000) is due from the Group’s largest customer. There are no customers which represent more than 5% of the

total balance of trade receivables.

The Group has no significant concentration of credit risk as trade receivables consist of a large number of customers, spread across diverse industries and geographic areas in UK, Ireland and Spain.

	2025	2024
	£000	£000
Movement in the allowance for doubtful receivables
At 1 May	24,219	24,589
Impairment losses recognised	15,838	12,162
Amounts written off as uncollectable	(7,1 57)	(9,692)
Impaired losses reversed	(4,415)	(2,380)
Exchange differences	(56)	(460)
At 30 April	28,429	24,219

Net impairment of trade receivables as at 30 April 2025 totalled £11,423,000. This comprises of £8,417,000(2024: £9,782,000) in underlying results and £3,006,000 (2024: £nil) recognised as an exceptional item in the year

(Note 28). In determining the recoverability of a trade receivable, the Group considers any change in the credit quality of the trade receivable from the date credit was initially granted up to the reporting date. The concentration

of credit risk is limited due to the customer base being large and mainly unrelated. Accordingly, the Directors believe that there is no further credit provision required in excess of the allowance for doubtful receivables.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS continued

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30 Financial instruments continued

Credit risk management continued

Included in the allowance for doubtful receivables are trade receivables with customers which have been placed under liquidation of £204,000 (2024: £86,000).

	2025		2024
	£000		£000
Ageing of impaired trade receivables
Not overdue	3,963		814
Past due not more than two months	1,051		1,229
Past due more than two months but not more than four months	3,317		3,672
Past due more than four months but not more than six months	998		972
Past due more than six months	19,100	17,	53 2
	28,429		24,219

The Directors consider that the carrying amount of receivables and contract assets approximates their fair value.

31 Related party transactions

Transactions with subsidiaries

Transactions between the Company and its subsidiaries, which are related parties, have been eliminated on consolidation and are not disclosed in this note. Transactions between ZIGUP plc and its subsidiaries are fully

disclosed in the Company’s financial statements on page 198.

Transactions with associates

Details of the Group’s interests in associates, which are regarded as related parties, are provided in Note 15. The Group made sales and recharges of expenses to these associates amounting to £4,983,000

(2024: £7,809,000) and made purchases of £204,000 (2024: £272,000) from those associates. At the year end, the Group was owed £320,000 (2024: £2,063,000) by these associates, included in trade receivables.

Transactions with other related parties

There were no transactions with other related parties in the current or prior year.

Remuneration of key management personnel

In the current and prior year, the Directors of the Company are determined to be the key management personnel of the Group. There are other senior managers in the Group who are able to influence the Company in the

achievement of its goals. However, in the opinion of the Directors, only the Directors of the Company have significant authority for planning, directing and controlling the activities of the Group.

In respect of the compensation of key management personnel, the short term employee benefits, post-employment (pension) benefits, termination benefits and details of share options granted are set out in the

Remuneration Report on pages 102 to 121.

The fair value charged to the income statement in respect of equity settled share based payment transactions with the Directors is £601,000 (2024: £1,644,000). There are no other long term benefits accruing to key

management personnel, other than as set out in the Remuneration report.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS continued

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32 Investments

At 30 April 2025, a full list of subsidiaries of the Group, for all of which the ordinary shares were wholly owned, was as follows:

Name	Company number+	Registered office
Angel Assistance Limited*^	03902646	Northgate Centre, Lingfield Way, Darlington, DL1 4PZ
Auxillis Limited*^	02948256	Northgate Centre, Lingfield Way, Darlington, DL1 4PZ
Auxillis Services Limited*	02686430	Northgate Centre, Lingfield Way, Darlington, DL1 4PZ
Blakedale Ltd*^	03045741	Northgate Centre, Lingfield Way, Darlington, DL1 4PZ
Cab Aid Limited*^	05013600	Northgate Centre, Lingfield Way, Darlington, DL1 4PZ
Car Monster Limited*^	03217696	Northgate Centre, Lingfield Way, Darlington, DL1 4PZ
Charged Electric Vehicles Limited	12702971	Northgate Centre, Lingfield Way, Darlington, DL1 4PZ
FMG Finance Limited*^	09347579	Broad Lea House, Dyson Wood Way, Bradley, Huddersfield, West Yorkshire, HD2 1GZ
FMG Group Holdings Limited*^	09341508	Broad Lea House, Dyson Wood Way, Bradley, Huddersfield, West Yorkshire, HD2 1GZ
FMG Legal LLP*	OC378834	Helmont House, Churchill Way, Cardiff, CF10 2HE
FMG Repair Services Limited*	05120241	Northgate Centre, Lingfield Way, Darlington, DL1 4PZ
FMG Support (FIM) Ltd*^	02658067	Broad Lea House, Dyson Wood Way, Bradley, Huddersfield, West Yorkshire, HD2 1GZ
F M G Support (HO) Limited*^	03576057	Broad Lea House, Dyson Wood Way, Bradley, Huddersfield, West Yorkshire, HD2 1GZ
FMG Support (RRRM) Limited*^	02762997	Broad Lea House, Dyson Wood Way, Bradley, Huddersfield, West Yorkshire, HD2 1GZ
FMG Support Group Limited*^	06489429	Broad Lea House, Dyson Wood Way, Bradley, Huddersfield, West Yorkshire, HD2 1GZ
FMG Support Ltd*^	03813859	Broad Lea House, Dyson Wood Way, Bradley, Huddersfield, West Yorkshire, HD2 1GZ
Fridgexpress (UK) Limited^	06554050	Northgate Centre, Lingfield Way, Darlington, DL1 4PZ
Goode Durrant Administration Limited*^	00059051	Northgate Centre, Lingfield Way, Darlington, DL1 4PZ
GRG Public Resources Limited*^	02946432	Broad Lea House, Dyson Wood Way, Bradley, Huddersfield, West Yorkshire, HD2 1GZ
HAS Accident Management Solutions Limited*^	03198299	Northgate Centre, Lingfield Way, Darlington, DL1 4PZ
Helphire EBT Trustee Limited*^	03852243	Northgate Centre, Lingfield Way, Darlington, DL1 4PZ
Moco Group Limited (formerly ZIGUP Limited)*^	09713395	Northgate Centre, Lingfield Way, Darlington, DL1 4PZ
NewLaw Legal Limited*	07200038	Helmont House, Churchill Way, Cardiff, CF10 2HE
NewLaw Trustees Limited*^	08702402	Helmont House, Churchill Way, Cardiff, CF10 2HE
NG Finance Limited*	00545062 (Ireland)	6th Floor, South Bank House, Barrow Street, Dublin 4, Ireland
NLS Trustees Limited*^	SC427064	7th Floor Delta House, 50 West Nile Street, Glasgow, G1 2NP
Northgate (CB) Limited*^	07233528	Northgate Centre, Lingfield Way, Darlington, DL1 4PZ

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS continued

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Name	Company number+	Registered office
Northgate (CB2) Limited*^	07983969	Northgate Centre, Lingfield Way, Darlington, DL1 4PZ
Northgate (Europe) Limited^	05932194	Northgate Centre, Lingfield Way, Darlington, DL1 4PZ
Northgate España Renting Flexible S.A.*	(CIF) A-28659423 (Spain)	Av. de Bruselas 20, 28108 Alcobendas, Madrid, Spain
Northgate Holdings Limited^	12366193	Northgate Centre, Lingfield Way, Darlington, DL1 4PZ
Northgate Vehicle Hire (Ireland) Limited*	00333586 (Ireland)	6th Floor, South Bank House, Barrow Street, Dublin 4, Ireland
Northgate Vehicle Hire Limited	01434157	Northgate Centre, Lingfield Way, Darlington, DL1 4PZ
Northgate Vehicle Sales Limited*^	02337128	Northgate Centre, Lingfield Way, Darlington, DL1 4PZ
Principia Law Limited*	08305964	Greystone House, Rudheath Way, Northwich, CW9 7LL
Recovery Management Services Limited*^	02948091	Broad Lea House, Dyson Wood Way, Bradley, Huddersfield, West Yorkshire, HD2 1GZ
Moco Claims and Services Limited^	03120010	Northgate Centre, Lingfield Way, Darlington, DL1 4PZ
Total Accident Management Limited*^	03156157	Northgate Centre, Lingfield Way, Darlington, DL1 4PZ

* Interest held indirectly by the Company.

^ The members of the Company have elected to take the exemption from audit available under S479A of the Companies Act 2006 relating to subsidiary companies for the year ended 30 April 2025. A guarantee has been or will be provided by ZIGUP plc as the ultimate

Parent Company.

+ UK registered unless stated otherwise.

33 Events after the reporting period

On 1 May 2025, the Group cancelled 10,000,000 ordinary shares of 50p each which were held in treasury. Following the cancellation, the Group has 10,252,974 shares held in treasury representing 4.3% of the allotted and

fully paid share capital of the Group.

32 Investments continued

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS continued

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Note

2025

£000

2024

£000

Non-current assets

Investments 5 454,294 451,022

Deferred tax assets 6 3,229 2,694

Total non-current assets 457,523 453,716

Current assets

Receivables and contract assets 7 1,176,765 1,079,263

Derivative financial instrument assets – 104

Cash and bank balances 27, 41 4 37,1 0 8

Total current assets 1,204,179 1,116,475

Total assets 1,661,702 1,570,191

Current liabilities

Trade and other payables 8 210,770 266,690

Borrowings 9 6,603 838

Total current liabilities

217,3 73 2 6 7, 528

Net current assets

986,806 848,947

Non-current liabilities

Income tax liability 2,549 –

Borrowings 9 634,822 559,964

Total non-current liabilities

637,371 559,964

Total liabilities

854,744 827,492

Net assets 806,958 742,699

Equity

Share capital 10 123,046 123,046

Share premium account 11 113,510 113,510

Treasury shares reserve 12 (72,820) (67,488)

Other reserves 13 325,030 325,108

Retained earnings

At 1 May 248,523 188,216

Profit for the financial year 124,158 110,445

Dividends paid (59,042) (56,178)

Other changes in retained earnings 4,553 6,040

At 30 April 318,192 248,523

Total equity 806,958 742,699

The financial statements on pages 188 to 198 were approved by the Board of Directors on 9 July 2025 and signed on its behalf by:

Martin Ward

Chief Executive Officer

COMPANY BALANCE SHEET AS AT 30 APRIL 2025

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Share capital

and share

premium

£000

Treasury

reserve

£000

Other

reserves

£000

Retained

earnings

£000

Total

£000

Total equity at 1 May 2023 236,556 (60,420) 325,030 188,216 689,382

Group share options fair value charge – – – 5,239 5,239

Purchase of shares – (24,878) – – (24,878)

Sale of shares to employee share trust – 17, 810 – – 17, 81 0

Dividends paid – – – (56,178) (56,178)

Deferred tax on share based payments recognised in equity – – – 801 801

Total comprehensive income – – 78 110,445 110,523

Total equity at 30 April 2024 and 1 May 2024 236,556 (67,488) 325,108 248,523 742,699

Group share options fair value charge – – – 3,691 3,691

Purchase of treasury shares – (5,332) – – (5,332)

Dividends paid – – – (59,042) (59,042)

Deferred tax on share based payments recognised in equity – – – 862 862

Total comprehensive income – – (78) 124,158 124,080

Total equity at 30 April 2025 236,556 (72,820) 325,030 318,192 806,958

1 Further details can be found within Notes 10 and 11.

2 Further details can be found within Note 12.

3 Other reserves comprise the other reserve, capital redemption reserve, hedging reserve and merger reserve, further details on Other reserves can be found within Note 13.

COMPANY STATEMENT OF CHANGES IN EQUITY FOR THE YEAR ENDED 30 APRIL 2025

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1 General information

Basis of preparation

The ZIGUP plc Company balance sheet, Statement of changes in equity and related notes have been prepared in accordance with Financial Reporting Standard 101 Reduced Disclosure Framework, which applies the

recognition and measurement bases of IFRS with reduced disclosure requirements. The financial information has been prepared on an historical cost basis except for the revaluation of certain financial instruments.

The financial statements have been prepared on a going concern basis. The functional currency of the Company and the presentation currency adopted is Sterling.

The following exemptions from the requirements of IFRS have been applied in the preparation of these financial statements, in accordance with FRS 101:

• Paragraphs 45(b) and 46 to 52 of IFRS 2, ‘Share-based payment’ (details of the number and weighted-average exercise prices of share options and how the fair value of goods or services received was determined)

• IFRS 7, ‘Financial Instruments: Disclosures’

• Paragraphs 91 to 99 of IFRS 13, ‘Fair value measurement’ (disclosure of valuation techniques and inputs used for fair value measurement of assets and liabilities)

• Paragraph 38 of IAS 1, ‘Presentation of financial statements’ comparative information requirements in respect of:

i. paragraph 79(a)(iv) of IAS 1, ‘Presentation of financial statements’

ii. paragraph 73(e) of IAS 16, ‘Property, plant, and equipment’

iii. paragraph 118(e) of IAS 38, Intangible assets (reconciliations between the carrying amount at the beginning and end of the period)

The following paragraphs of IAS 1, ‘Presentation of financial statements’:

i. 10(d), (statement of cash flows)

ii. 10(f) (a statement of financial position as at the beginning of the preceding period when an entity applies an accounting policy retrospectively or makes a retrospective restatement of items in its financial statements,

or when it reclassifies items in its financial statements)

iii. 16 (statement of compliance with all IFRS)

iv. 38A (requirement for minimum of two primary statements, including cash flow statements)

v. 38B-D (additional comparative information)

vi. 40A-D (requirements for a third statement of financial position)

vii. 111 (cash flow statement information), and

viii. 134-136 (capital management disclosures)

• IAS 7, ‘Statement of cash flows’

• Paragraph 30 and 31 of IAS 8 ‘Accounting policies, changes in accounting estimates and errors’ (requirement for the disclosure of information when an entity has not applied a new IFRS that has been issued but is not

yet effective)

• Paragraph 17 of IAS 24, ‘Related party disclosures’ (key management compensation)

• The requirements in IAS 24, ‘Related party disclosures’ to disclose related party transactions entered into between two or more members of a group. All of the Parent Company’s intercompany transactions and balances

are with wholly-owned subsidiaries of the Group.

As permitted by section 408 of the Companies Act 2006, the income statement account of the Parent Company is not presented as part of these financial statements. The profit after tax for the year of the Parent Company

amounted to £124,158,000 (2024: £110,445,000).

NOTES TO THE COMPANY FINANCIAL STATEMENTS

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Contents_Gen_Section L2 Contents_Gen_Divider Contents_Gen_TextContents_Gen_Section Notes to the Company financial

statements

2 Material accounting policies of the Company

A summary of the material accounting policies is set out below. These accounting policies have been applied consistently.

Currency translation

The Company’s functional currency is Sterling. Transactions in currencies other than the functional currency are translated at the exchange rate ruling at the date of the transaction. Monetary assets and liabilities,

including amounts due from or to subsidiaries, denominated in currencies other than the functional currency (being Sterling) are retranslated at year end exchange rates. Gains and losses on retranslation are included

in the net income statement for the year.

Income recognition

Dividends proposed by subsidiaries are recognised as income by the Company when they represent a present obligation of the subsidiaries, in the period in which they are formally approved for payment.

Interest income is accrued on a time basis, by reference to the principal outstanding and the effective interest rate applicable, which is the rate that exactly discounts estimated future cash receipts through the expected life

of the financial asset to that asset’s net carrying amount.

Dividends payable

Dividends proposed are recognised when they represent a present obligation, in the period in which they are formally approved for payment. Accordingly, an interim dividend is recognised when paid and a final dividend is

recognised when approved by the Board of Directors.

Investments in subsidiaries

Investments in subsidiaries represent equity holdings in subsidiaries and long term amounts owed by subsidiaries. Such investments are valued at cost less any impairment provisions. Investments relating to equity

holdings in subsidiaries are reviewed for impairment if events or changes in circumstances indicate that the carrying amount may not be recoverable; the recoverable amount of the investment is the higher of fair value less

costs of disposal and value in use. Investments relating to long term amounts owed by subsidiaries are reviewed to assess if a material expected credit loss provision is required in respect of these balances.

Liquid investments and cash and cash equivalents

purposes rather than meeting short term cash commitments.

in value and are held for the purpose of meeting short term cash commitments rather than for investment or other purposes. The cash balance is presented net of bank overdrafts which are repayable on demand. Cash and

cash equivalents have a maturity period of 90 days or less.

Borrowings

Interest-bearing loans and bank overdrafts are initially recorded at the proceeds received, net of direct issue costs. They are subsequently measured at amortised cost using the effective interest method, with interest

expense recognised on an effective yield basis. The effective interest method is a method of calculating the amortised cost of a financial liability and of allocating interest expense over the relevant period. The effective

interest rate is the rate that exactly discounts estimated future cash payments through the expected life of the financial liability, or, where appropriate, a shorter period. Finance charges, including premiums payable on

settlement or redemption and direct issue costs, are accounted for on an accruals basis using the effective interest rate method.

Trade and other payables

Trade and other payables are recognised initially at fair value and subsequently measured at amortised cost using the effective interest method.

NOTES TO THE COMPANY FINANCIAL STATEMENTS continued

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2 Material accounting policies of the Company continued

Hedge accounting

Group does not hold nor issue derivative financial instruments for trading purposes.

accounting, where recognition of the resultant gain or loss depends on the nature of the items being hedged.

creditworthiness of the derivative counterparties.

consolidated income statement. Amounts previously recognised in other comprehensive income and accumulated in equity are reclassified to the income statement in the periods when the hedged item is recognised in the

income statement, in the same line of the consolidated income statement as the recognised hedged item.

included in the initial measurement of the cost of the non-financial asset or non-financial liability.

Changes in the fair value of derivative financial instruments that do not qualify for hedge accounting are recognised in the consolidated income statement as they arise.

the consolidated income statement as a net profit or loss for the period.

statement. Exchange differences arising on the net investment hedges are transferred to the translation reserve.

No derivative assets and liabilities are offset.

Treasury shares

The Company makes open market purchases of its own shares in order to fund future investment. When shares recognised as equity are repurchased, the amount of the consideration paid, which includes directly

attributable costs, is recognised as a deduction from equity. Repurchased shares are classified as treasury shares and are presented in the treasury share reserve. The acquired shares are initially recognised at historical

cost and then at each reporting date, adjustments are made to write down the carrying value of own shares when, in the opinion of the Directors, there is a significant market value reduction. Treasury shares are transferred to

the own shares reserve at the weighted average cost of the purchase price paid for the shares.

Employee share schemes and share based payments

The Company issues equity settled awards to certain employees of the Group.

Equity settled employee schemes, including employee share options and deferred annual bonuses, provide employees with the option to acquire shares of the Company. Employee share options and deferred annual

bonuses are generally subject to performance or service conditions.

The fair value of equity settled payments is measured at the date of grant and charged to the income statement over the period during which performance or service conditions are required to be met or immediately where no

performance or service criteria exist. The fair value of equity settled payments granted is measured using the Black–Scholes or the Monte Carlo model. At the end of each reporting period, the Company revises its estimate

of the number of options that are expected to vest based on the non-market vesting conditions and service conditions. It recognises the impact of the revision to the original estimates, if any, in the income statement, with a

corresponding adjustment to equity.

The Company also operates a share incentive plan under which employees each have the option to purchase an amount of shares annually and receive an equivalent number of free shares. The Company recognises the

free shares as an expense evenly throughout the period over which the employees must remain in employment of the Company in order to receive the free shares.

The Company operates a share save scheme under which employees have the option to convert savings to shares at an agreed exercise price. The Company recognises the option value evenly over the savings period.

NOTES TO THE COMPANY FINANCIAL STATEMENTS continued

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3 Significant accounting estimates and judgements

The Directors do not consider there to be critical accounting judgements or key sources of estimation uncertainty which could have a significant risk of causing a material adjustment to the carrying amounts of the

Company’s assets and liabilities within the next financial year. We have set out below the most significant judgements and estimates applied in the preparation of the Company’s balance sheet.

The most significant accounting judgments relate to those made in performing impairment reviews as these are based on forward looking forecasts and future cash flows are discounted using discounts rates and growth

rates which are inherently judgmental, to assess the carrying value of the Company’s investments in subsidiaries and amounts due from subsidiary undertakings.

The most significant accounting estimate is whether a credit loss provision is required in respect of any of the Company’s receivable balances. Over 99% of the receivable balances relate to intercompany balances, primarily

with intermediary holding Companies which indirectly hold the Company’s investments in the operating Companies of the Group. There is not considered to be any significant risk of a relevant overstatement of these

carrying values. In assessing this, the Company has considered the cash and operating assets held by the relevant group Companies and the level of earnings generated by the Group’s operations.

4 Staff costs

The average monthly number of employees was 50 (2024: 45), engaged in management and administrative activities.

2025

£000

2024

£000

Wages and salaries 7,026 7,199

Social security costs 1,006 1,273

Other pension costs 514 438

Share based payments 418 2,147

Staff costs 8,964 11,057

The above employee figures include remuneration paid to Directors, details of which are set out in the Remuneration Report.

Share based payments

The Group’s and Company’s various share incentive plans are explained in the Remuneration report on pages 102 to 121 and in Note 29 of the Notes to the Group financial statements.

All options granted under the DABP, EPSP and EAB are nil-cost options. Options granted under the SAYE Scheme have exercise prices ranging from £2.64 to £3.45.

The Board makes discretionary awards of free shares to eligible employees. Employees must remain in employment of the Company during the vesting period of three years in order to receive the free shares.

The SAYE Scheme has a three-year savings period where employees save at an agreed rate. At the end of the savings period, employees can choose to either exercise options or withdraw their savings.

5 Investments

Investment

in subsidiary

undertakings

£000

Cost and carrying amount:

At 1 May 2023 447,93 0

Capital contribution 3,092

At 30 April 2024 and 1 May 2024 451,022

Capital contribution 3,272

At 30 April 2025 454,294

Subsidiary holdings, included in the Group financial statements for the year ended 30 April 2025, are shown in Note 32 of the Group financial statements. All of these subsidiary holdings are wholly-owned, unless otherwise

indicated in Note 32 of the Group financial statements. All operating subsidiaries’ results are included in the Group financial statements.

NOTES TO THE COMPANY FINANCIAL STATEMENTS continued

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6 Deferred tax assets

The following are the major deferred tax assets recognised by the Company and movements during the current and prior year:

Share based

payments

£000

Other

temporary

differences

£000

Total

£000

At 1 May 2023 3,591 158 3,749

(Charge) to the income statement (1,823) (7) (1,830)

Credit/(charge) 801 (26) 775

At 30 April 2024 and 1 May 2024 2,569 125 2,694

(Charge) to the income statement (286) (67) (353)

Credit to equity 862 26 888

At 30 April 2025 3,145 84 3,229

7 Receivables and contract assets

2025

£000

2024

£000

Amounts due from subsidiary undertakings 1,175,898 1,078,557

Prepayments 759 461

Other receivables 108 245

1,176,765 1,079,263

Amounts due from subsidiary undertakings includes £1,153,325,000 (2024: £970,740,000) non-interest bearing and repayable on demand, a loan £nil (2024: £46,700,000) which was settled in the year and last year bore

interest at 1.95% above SONIA and a £22,573,000 balance (2024: £61,117,000) on a loan repayable in June 2028 which bears interest at a fixed rate of 5.00% (2024: 5.95%).

Where amounts due from subsidiary undertakings are non-interest bearing and repayable on demand, the Company does not intend to call upon these amounts due in the 12 months following the date of issuance of the

Annual Report.

8 Trade and other payables

2025

£000

2024

£000

Trade payables 62 41

Amounts due to subsidiary undertakings 204,292 258,957

Social security and other taxes 261 227

Accruals and deferred income 6,155 7,46 5

210,770 266,690

The Directors consider that the carrying amount of trade and other payables approximates to their fair value due to their short term nature.

Amounts due to subsidiary undertakings includes £66,620,000 (2024: £121,318,000) non-interest bearing and repayable on demand and a loan repayable in June 2028 of £137,672,000 (2024: £137,639,000) which bears

interest at 1.95% above SONIA (2024: 1.95%).

NOTES TO THE COMPANY FINANCIAL STATEMENTS continued

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9 Borrowings

2025

£000

2024

£000

Bank loans and overdrafts 160,050 240,035

Loan notes 480,875 320,267

Cumulative preference shares 500 500

641,425 560,802

The carrying value of the Company’s borrowings approximate to their fair value as the interest rate payable on those borrowing is close to current market rates, other than the loan notes of £480,870,000 which have an

estimated fair value of £445,446,000. The fair value has been calculated based on discounted cash flows using a comparable borrowing rate.

The borrowings are repayable as follows:

2025

£000

2024

£000

On demand or within one year (shown within current liabilities)

Bank loans and overdrafts 6,603 838

6,603 838

In the second year

Bank loans – 243,811

Loan notes – –

– 243,811

In the third to fifth years

Bank loans 160,398 –

Loan notes 276,835 128,217

437, 23 3 128,217

Due after more than five years

Loan notes 204,432 192,325

Cumulative preference shares 500 500

204,932 192,825

Unamortised finance fees relating to the bank loans and loan notes (7,3 4 3) (4,889)

Total borrowings 641,425 560,802

Amounts due for settlement within one year (shown within current liabilities) (6,603) (838)

Amounts due for settlement after more than one year 634,822 559,964

Bank loans and overdrafts

Bank loans and overdrafts are unsecured and bear interest at rates of 1.95% (2024: 1.95%) above the relevant interest rate index, being SONIA for Sterling denominated debt and EURIBOR for Euro denominated debt,

subject to a floor of 0%. Bank loans facilities mature in April 2030. Overdrafts are unsecured and can be withdrawn at any time and are repayable on demand.

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9 Borrowings continued

Loan notes

The Company has £481,267,000 (2024: £320,542,000) of loan notes (gross of unamortised fees) which bear interest at an average rate of 2.4% (2024: 1.3%). These are unsecured and are repayable in November 2027,

November 2029, October 2031, November 2031 and October 2034.

Cumulative preference shares

capital. The cumulative preference shares do not entitle the holders to any further or other participation in the profits or assets of the Company. These shares have no voting rights other than in exceptional circumstances.

The total number of authorised cumulative preference shares of 50p each is 1,300,000 (2024: 1,300,000), of which 1,000,000 (2024: 1,000,000) were allotted and fully paid at the balance sheet date.

10 Share capital

Number of

shares £000

At 1 May 2023, 30 April 2024 and at 30 April 2025 246,091,423 123,046

The Company has one class of ordinary shares with a par value of 50p.

11 Share premium account

£000

At 1 May 2023, 30 April 2024 and at 30 April 2025 113,510

12 Treasury shares reserve

Movements on the treasury shares reserve are shown in the Statement of changes in equity, which can be seen on page 189. Further information on these reserves is given below:

Treasury shares reserve

The reserve for the Company’s treasury shares comprises the cost of the Company’s shares held by the Company. At 30 April 2025, the Company held 20,252,974 of the Company’s shares (2024: 18,981,862). The total

number of shares held in treasury represents 8.2% (2024: 7.7 %) of the allotted and fully paid share capital of the Company.

NOTES TO THE COMPANY FINANCIAL STATEMENTS continued

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13 Other reserves

Capital

redemption

reserve

£000

Merger reserve

£000

Hedging

reserve

£000

Other reserve

£000

Total other

reserve

£000

At 1 May 2023 40 63,159 – 261,831 325,030

Change to comprehensive income – – 78 – 78

At 30 April 2024 40 63,159 78 261,831 325,108

Change to comprehensive income – – (78) – (78)

At 30 April 2025 40 63,159 – 261,831 325,030

The above shows the movements on the reserves classified as ‘Other reserves’ on the Company’s Statement of changes in equity. Movements on the translation reserve are shown in the Statement of changes in equity,

which can be seen on page 189. Further information on certain of these reserves is given below:

Merger reserve

The merger reserve in the Company and the Group arose from acquisitions in previous years.

Hedging reserve

The hedging reserve represents the cumulative amounts of changes in fair values of hedged interest rate derivatives that are deferred in equity, as explained in Note 2, less amounts transferred to the income statement and

other components of equity.

Other reserve

respect of merger relief.

14 Dividends

An interim dividend of 8.8p per ordinary share was paid in January 2025 (2024: 8.3p). The Directors propose a final dividend for the year ended 30 April 2025 of 17.6p per ordinary share (2024: 17.5p), which is subject to

equates to a final dividend payment of £40m (2024: £39m). No dividends have been paid between 30 April 2025 and the date of signing the financial statements.

NOTES TO THE COMPANY FINANCIAL STATEMENTS continued

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15 Related party transactions

Transactions with subsidiary undertakings

Transactions between the Company and its subsidiary undertakings, which are related parties, are £9,366,000 (2024: £9,332,000) interest payable, £3,534,000 (2024: £8,769,000) interest receivable and £10,869,000

(2024: £10,013,000) royalty charges receivable.

Balances with subsidiary undertakings at the balance sheet date are shown in Notes 7 and 8.

Transactions with other related parties

There were no transactions with other related parties in the current or prior years.

Remuneration of key management personnel

In the current and prior year, the Directors of the Company are determined to be the key management personnel of the Company. There are other senior managers in the Company who are able to influence the Company in

the achievement of its goals. However, in the opinion of the Directors, only the Directors of the Company have significant authority for planning, directing and controlling the activities of the Company.

Remuneration report on pages 102 to 121.

management personnel, other than as set out in the Remuneration report.

NOTES TO THE COMPANY FINANCIAL STATEMENTS continued

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Other

information.

Other information

200 Glossary

204 Shareholder Information

Other informationOther information

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Statements

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GLOSSARY

Term Definition

1.5 degree world A term used in the Paris Agreement to target a 1.5 degree celsius reduction in the

world’s surface temperature compared to pre-industrial levels

ADAS Advanced Driver Assistance Systems: A set of technologies, designed to assist

drivers in the safe operation of vehicles

AFR Accident Frequency Rate: a standard measure of recording workplace accidents

AGM Annual general meeting of the Company

Annual report on

remuneration

That section of the Remuneration report which is subject to an advisory

shareholder vote

API technology A set of protocols and tools that allow different software applications to

communicate with each other

Average capital

employed

A two-point average of capital employed at last day of the current and previous

financial years

Auxillis A business within the Claims & Services operating segment providing fault and

non-fault accident management assistance and related services

B2B Non-consumer related business activity

B2C Consumer related business activity

Blakedale A business within the UK&I Rental operating segment providing specialist traffic

management services

Blue-chip A nationally or internationally recognised, well-established company

BVRLA A UK trade association representing companies engaged in vehicle rental,

leasing and fleet management

Capex Capital expenditure

Capital employed Net assets excluding net debt, acquired goodwill and acquired intangible assets,

and the adjustment to net book values for changes to depreciation rates which

have not been reflected in underlying results

CEO Chief Executive Officer

CFO Chief Financial Officer

CIO Chief Information Officer

ChargedEV A business within the UK&I Rental operating segment providing EV charging and

solar infrastructure and solutions

Claims & Services The Claims & Services operating segment representing the insurance claims and

services part of the Group providing a range of mobility solutions

CMI A UK professional body supporting careers and training

Term Definition

Companies Act The Companies Act 2006

Consumer Duty A regulatory framework for financial services in the UK, introduced by the FCA

Contract hire A vehicle lease accounted for under IFRS 16 (Leases), where the funder retains

the legal ownership of the vehicle and the residual value risk

CRM A technology tool used to manage and analyse customer interactions throughout

the customer lifecycle

CSRD Corporate Sustainability Reporting: European legislation requiring certain

qualifying businesses to report on a range of ESG impacts and actions

DABP Deferred Annual Bonus Plan: a senior management share award scheme

DE&I Diversity, equity and inclusion

Dirigentes Award An industry award in Spain for corporate social responsibility

Disposal profit(s) This is a non-GAAP measure used to describe the adjustment in the depreciation

charge made in the year for vehicles sold at an amount different to their net book

value at the date of sale (net of attributable selling costs)

Drive to Zero A project related to the Group’s targets to reduce emissions

e-auction The part of the Group which generates vehicles sales revenue through the

Group’s online sales platforms

EAB Executive Annual Bonus scheme: a senior management share award scheme

EBIT Earnings before interest and taxation. Underlying unless otherwise stated

EBITDA Earnings before interest, taxation, depreciation and amortisation

ED&I Equality, diversity and inclusion in the workplace

e-LCV(s) Electrically powered LCV(s)

EPS Basic earnings per share. Underlying unless otherwise stated

ERM Enterprise Risk Management: a risk management methodology

EPSP Executive Performance Share Plan, a senior management share award scheme

ESG Environmental, social and governance

EV(s) Electrically powered vehicle(s)

Facility headroom Calculated as facilities of £1,118m less net borrowings of £706m. Net borrowings

represent net debt of £837m excluding lease liabilities of £138m and unamortised

arrangement fees of £7m and are stated after the deduction of £34m of cash

balances which are available to offset against borrowings

FCA Financial Conduct Authority, a UK regulatory body

Other information

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GLOSSARY continued

Term Definition

FENEVAL A Spanish trade association representing companies engaged in vehicle rental,

leasing and fleet management

Fleet assets Referring to the net book value of vehicles for hire

FN50 A ranking of the top 50 fleet operators in the UK based on their fleet size

Free Shares Part of the SIP and also including international awards of free shares to group

employees

FMG A business within the Claims & Services operating segment providing fleet

management services

FMG RS A business within the Claims & Services operating segment providing vehicle

repair services

FRC Financial Reporting Council, a UK regulatory body

Free cash flow Net cash generated after principal lease payments and before the payment of

dividends and payments to acquire treasury shares

FridgeXpress A business within the UK&I Rental operating segment providing specialist

temperature-controlled vehicle services

FTSE The Financial Times Stock Exchange: the UK based index for global equity

markets

FTSE 100 An index or group of the 100 largest companies on the FTSE by market

capitalisation

FTSE 250 An index or group of the next 250 largest companies on the FTSE by market

capitalisation after the FTSE 100

FTSE 350 An index or group of companies combining the FTSE 100 and FTSE 250

FY2021/FY2022/

FY2023/FY2024/

FY2025

Each of the financial years ended 30 April 2021 to 30 April 2025

FY2026/FY2027/

FY2028/FY2029/

FY2030/FY2031/

FY2032/FY2033/

FY2034

Each of the financial years ending 30 April 2026 to 30 April 2034

GAAP Generally Accepted Accounting Practice: meaning compliance with IFRS

Gearing Calculated as net debt divided by net tangible assets

GHG Greenhouse gas

Term Definition

Green NCAP’s Life

Cycle Assessment

methodology

A method used to estimate the overall environmental impact of a vehicle over its

lifecycle

Growth capex Growth capex represents the cash consumed in order to grow the total owned

rental fleet or the cash generated if the fleet size is reduced in periods of

contraction

H1/H2 Half year period. H1 being the first six months and H2 being the second six

months of the financial year

HP obligations Lease liabilities that would have been recognised on the balance sheet as finance

leases prior to adoption of IFRS 16 (Leases)

Have Your Say survey An annual group-wide survey to facilitate colleague engagement across the

Group

Hybrid vehicles Vehicles that are powered by a combination of a combustion engine and a battery

powered electric motor

ICAEW A professional body in the UK of accountants and finance professionals

ICE vehicles Vehicles powered by an internal combustion engine

IEA The International Energy Agency providing data analysis and solutions on all

fuels and technologies

IFRS International Reporting Standards, as adopted in the UK

IMI The professional association for individuals working in the UK motor industry

IR Society A UK industry body, promoting best practice in investor relations

Income from associates The Group’s share of net profit of associates accounted for using the equity

method

King’s Award The Kings Award for Enterprise. An awards programme, recognising outstanding

UK businesses

KPIs Key performance indicators

LCV Light commercial vehicle: the official term used within the European Union for

a commercial carrier vehicle with a gross vehicle weight of not more than 3.5

tonnes

Lease principal

payments

Principal payments on leases recognised under IFRS 16 (Leases)

Listing Rules The Listing Rules of the FCA

LTIP Long term incentive plan, including the EPSP

Other informationOther information

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GLOSSARY continued

Term Definition

M&A Referring to inorganic growth/growth opportunities

Micro-mobility Referring to a range of small, lightweight wheeled vehicles, operated by an

individual and intended for travel or usage over a short distance

Motor Insurance

Taskforce

A UK cross-government and industry body set up to promote fairness of pricing in

the motor insurance market

Net replacement capex Net capital expenditure other than that defined as growth capex

Net zero As defined under The Paris Agreement, a legally binding international treaty on

climate change

NewLaw A business within the Claims & Services operating segment providing legal

services

Net tangible assets Net assets less goodwill and other intangible assets

Non-GAAP A financial metric used which is not defined under GAAP

Non-ICE vehicles Vehicles not powered by an internal combustion engine

Northgate The vehicle rental business in UK, Ireland and Spain

Northgate Spain Referring to the Spain Rental operating segment

Northgate UK The UK based vehicle rental business, part of the UK&I Rental operating segment

NPS Net promoter score: a measure used to assess customer satisfaction

Ocasión Northgate A trading name used within the Spain Rental operating business, when selling

used vehicles to business and retail customers

OEM(s) Original equipment manufacturer(s): a reference to our vehicle suppliers

Parker Review An independent framework reporting on the diversity of UK boards of directors of

publicly listed companies

PBT Profit before taxation. Underlying unless otherwise stated

PPU Profit per unit/loss per unit – this is a non-GAAP measure used to describe

disposals profits (as defined), divided by the number of vehicles sold

PwC PricewaterhouseCoopers LLP

Rental margin Calculated as rental profit divided by revenue (excluding vehicle sales)

Rental profit(s) EBIT excluding disposal profits

ROCE Underlying return on capital employed: calculated as underlying EBIT (see GAAP

reconciliation) divided by average capital employed

RPA A technology that uses software to automate repetitive and rule-based tasks

RTA Road Traffic Accident: a term used in the insurance industry for vehicle accidents

Term Definition

SAYE The Company’s all employee share saving scheme

SECR Streamlined Energy & Carbon Reporting: UK regulation requiring certain

companies to report on their energy use and GHG emissions

Section 172 Referring to Section 172 of the Companies Act 2006

SIP The Company’s HMRC-approved share incentive plan, including the All

Employee Share Scheme (AESS) and the Free Shares programme

Spain Referring to the Spain Rental operating segment

Spain Rental The Spain Rental operating segment located in Spain and providing commercial

vehicle hire and ancillary services (previously called Northgate Spain)

SMEs Small or medium sized businesses. No formal definition: generally interpreted to

mean companies falling below the Companies Act 2006 medium sized business

size company thresholds

SONIA An interest rate benchmark reference rate for Sterling

Steady state cash

generation

EBITDA less net replacement capex and lease principal payments

TCFD The Task Force on Climate-related Financial Disclosures

The business Referring to the Group

The Code The UK Corporate Governance Code: setting standards for good practice

corporate governance for listed companies in the UK

The Company ZIGUP plc

The Group The Company and its subsidiaries

The merger The acquisition of Redde plc by Northgate plc (now ZIGUP plc) in

February 2020

The Remuneration

Report

Referring to pages 102 to 121 of this report, comprising the Introduction to the

Remuneration report, Remuneration at a glance and the Directors’ remuneration

report

The UK business Referring to all of the Group’s operations and businesses located within the UK

The Voice Network A connected system of forums in the UK and Ireland led by a member of

theGroup Management Board, to facilitate colleague engagement

Transition Plan

Taskforce Disclosure

Framework

A UK-adopted set of disclosure recommendations for climate-related reporting

Trustpilot An independent digital platform for consumers to share experiences of

interactions with businesses

Other information

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Term Definition

UK Climate-Related

Financial Disclosures

Guidance

Mandatory climate-related disclosures for publicly listed companies issued by

the UK Government in 2022

UK&I Referring to the UK&I Rental operating segment

UK&I Rental The UK&I Rental operating segment located in the United Kingdom and the

Republic of Ireland providing commercial vehicle hire and ancillary services

(previously called Northgate UK&I)

Underlying free cash

flow

Free cash flow excluding growth capex

UN Sustainable

Development goals

A set of 17 sustainable development goals to be achieved by 2030 as adopted by

all United Nations Member States in 2015

Utilisation Calculated as the average number of vehicles on hire divided by average rentable

fleet in any period

Van Monster A trading name used within the UK&I Rental operating business, when selling

used vehicles to business and retail customers

VCP Value Creation Plan: a long term incentive plan

VOH Vehicles on hire. Average unless otherwise stated

Well-to-Wheel A method to evaluate efficiency and emissions of an energy source by

considering its entire lifecycle.

YourShare Part of the SIP

Zero Emission Van Plan A campaign organised by the BVRLA to consult with UK government in

supporting the greater take up of zero emission LCVs across the UK

ZEV mandate The Zero Emissions Vehicle mandate: a legal framework introduced by the UK

government to increase the proportion of zero emission vehicles sold in the UK

ZIGUP The Group

GLOSSARY continued

Other informationOther information

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SHAREHOLDER INFORMATION

Classification

Information concerning day to day movements in the price of the Company’s ordinary shares can be found on

the Company’s website at: www.zigup.com.

The Company’s listing symbol on the London Stock Exchange is ZIG.

The Company’s joint corporate brokers are Barclays Bank plc and Deutsche Bank AG, London Branch

(trading for these purposes as Deutsche Numis) and the Company’s ordinary shares are traded on the Stock

Exchange Trading system for Money Market, (SETSmm).

The Company is registered in England and Wales.

Company number 00053171.

Financial calendar

December

Publication of interim statement

January

Payment of interim dividend

July

Announcement of year end results

Report and financial statements available to shareholders

September

AGM

Payment of final dividend

Secretary and registered office

Matthew Barton (Group Company Secretary)

Northgate Centre

Lingfield Way

Darlington

DL1 4PZ

Tel: 01325 467558

Registrars

MUFG Corporate Markets

Central Square

29 Wellington Street

Leeds

LS1 4DL

Website: www.mpms.mufg.com

Tel: 0371 664 0300

Calls are charged at the standard geographic rate and will vary by provider.

Calls from outside the United Kingdom will be charged at the applicable international rate.

Company contact details

ZIGUP plc

Northgate Centre

Lingfield Way

Darlington

DL1 4PZ

Tel: 01325 467558

www.zigup.com

ZIGUP has not used Generative AI for the purpose of providing content drafting for any section within this Annual Report and

Accounts. Workflow tools such as Microsoft Co-Pilot have been used as part of normal productivity efficiencies such as meeting

summaries and within photo-editing software for minor touch-ups. Tools are used by advisers for reviewing sentiment and

confirming content compliance.

Other information

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CBP031837

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Printed on material from well-managed, FSC™ certified forests and other controlled sources. This publication was printed by an

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ZIGUP plc

Northgate Centre

Lingfield Way

Darlington

DL1 4PZ

www.zigup.com

ZIGUP plc Annual Report and Accounts 2025