There’s

no car like a

Motorpoint car

Motorpoint Group Plc Annual Report and Accounts 2024

About us

Car buying

made easy

Motorpoint is the UK’s

leading retailer of nearly

new vehicles.

The actions taken in FY24

mean that Motorpoint

is well placed to seize

the significant growth

opportunity as external

conditions improve.

Mark Carpenter, Chief Executive Officer

Read our Chief Executive’s statement

on page 22

Motorpoint Group Plc Annual Report and Accounts 2024

p28-32

Our strategy

p14

Market

overview

Motorpoint Group Plc Annual Report and Accounts 2024 01Strategic Report Governance Financial Statements

Who we are

Contents

Making car buying easy has been

our purpose for over 25 years

It’s the reason why we have such a rich history of adapting

to the needs of our customers and continually innovating to

deliver the best car buying experience possible.

Decades of putting our customers at the centre of everything

we do has given us an unparalleled understanding of what

people want when they buy a car.

This is why we believe so strongly in giving our customers

unrivalled Choice, Value, Service, and Quality. There’s no car

like a Motorpoint car.

For investor relations information, visit our website |

www.motorpointplc.com/investor-relations/why-invest/

Strategic Report

02 2024 highlights

04 At a glance

06 Investment case

08 Our business and our market

10 The Car Buyer’s Champion

12 Our customers’ journey

14 Market overview

16 How we deliver value to

customers

18 Chair’s statement

22 Chief Executive’s statement

26 Key performance indicators

28 Our strategy

33 Section 172 statement

38 Environmental, Social and

Governance (ESG)

52 Task Force on Climate related

Financial Disclosures (TCFD)

62 Financial review

66 Risk management

70 Viability statement

72 Principal risks and uncertainties

78 Non-financial and sustainability

information statement

Governance

80 Board of Directors

82 Introduction to governance

83 Corporate governance report

86 Audit Committee report

90 Nomination Committee report

94 ESG Committee report

96 Remuneration Committee report

98 Remuneration policy

105 Annual report on remuneration

113 Directors’ report

118 Statement of Directors’

responsibilities

Financial Statements

120 Independent Auditors’ Report

128 Consolidated statement of

comprehensive income

129 Consolidated balance sheet

130 Consolidated statement

of changes in equity

131 Consolidated cash flow

statement

132 Notes to the consolidated

financial statements

162 Company balance sheet

163 Company statement of

changes in equity

164 Notes to the company

financial statements

168 Alternative Performance

Measures (APMs)

169 Glossary

170 Shareholder information

and advisors

Motorpoint Group Plc Annual Report and Accounts 202402

2024 highlights

2024 £1,086.6M

2023 £1,440.2M

2024 £426.6M

2023 £660.5M

2024 54%

2023 60%

2024 £1,222

2023 £1,300

Turnover

£1,086.6m

Online revenues

£426.6m

Units sold online

54%

Loss before taxation

and exceptionals

£(8.2)m

Loss after taxation

£(8.4)m

Gross profit per retail unit

£1,222

Days in stock

45 days

Price leadership

stock priced good, great or low

99.9%

Net Promoter Score (NPS)

Market share

0–6 year old car market

2.3%

Located across the UK

20 stores

1. Autotrader price indicators (April 2024).

2. Based on data produced by the Society of Motor Manufacturers

and Traders (SMMT) for period January to March 2024.

Market headwinds which

reduced profitability led to a

focus on Brilliant Basics in FY24

– lean cost base, faster stock

turn and lower prices

£(8.2)M

£(8.4)M

2023

£(0.3)M

£(0.6)M

2024

Motorpoint Group Plc Annual Report and Accounts 2024

03Strategic Report Governance Financial Statements

Motorpoint Group Plc Annual Report and Accounts 202404

At a glance

Our purpose

Our purpose is to

make car buying easy.

We’re here to help our

customers buy the car

they want, in the way they

want. There’s no car like

a Motorpoint car.

Omnichannel

customer experience

By focusing on making car buying easy for

our customers we have been able to create

the very best omnichannel experience

– one that combines the convenience

and benefits of searching and buying

online, home delivery and reserve

and collect with an extensive

nationwide retail network

ensuring high levels of quality,

service and support.

Find out more on page 17

People powered

At our heart we are a people powered business and it is our

talented people who help customers when purchasing a

vehicle from Motorpoint – giving them the advice they’re

looking for, ensuring everything is to the standard they

expect and developing new innovations, products and

services that constantly improve the purchasing process.

This is evidenced by our industry leading NPS ratings.

Find out more on pages 43 to 49

Our vision

Our vision is to be the Car Buyer’s

Champion, trusted to deliver unrivalled

Choice, Value, Service and Quality.

Motorpoint Group Plc Annual Report and Accounts 2024 05Strategic Report Governance Financial Statements

Wholesale and supply

expansion

Expanding our E-commerce

Auction4Cars.com platform

and growing new supply

channels.

Upscaling omnichannel

capability

Substantial increase

in technology, data and

marketing investment

creating a seamless

customer experience.

Customer acquisition

and retention

Increasing investment in our

customer proposition, marketing

capability and leveraging our

data. Led by online sales and

fulfilment capacity increase

in new markets.

Operational efficiency

Further automation, innovation

and technology investment.

Underpinned by a commitment to:

Stakeholder

engagement

Read more on

pages 33 to 37

Our people

and culture

Read more on

pages 43 to 49

Our

communities

and the

environment

Read more on

pages 48 and 49

Governance

Read more on

pages 80 to 85

Risk

management

Read more on

pages 66 to 77

There’s no car like

a Motorpoint car

Good progress on strategic

objectives offering the best

short term returns.

Chris Morgan, Chief Financial Officer

Our strategic areas of focus:

Motorpoint Group Plc Annual Report and Accounts 202406

Investment case

What makes

us different

Our omnichannel approach

gives customers the choice of

buying cars through our store

network, by phone or online,

or through a combination of

all channels.

Motorpoint Group Plc Annual Report and Accounts 2024 07Strategic Report Governance Financial Statements

Digital transformation providing

opportunities for growth

Customers prefer to buy used cars on an omnichannel basis,

combining digital channels with physical touchpoints

Relentless

focus on

customer

experience

Shift to online

provides

operating

model

opportunities

Website

improvements

boosting traffic

Significant

investments in

technology and

marketing

Expanding

digitally led car

buying service

Improvements

to wholesale

digital selling

experience

Trade sales

through digital

auction site for

vehicles not

meeting our

retail criteria

More than

25 years of

customer

insight and

innovation

Retail sales

of nearly new

vehicles –

mainly focused

on those under

five years

and less than

50,000 miles

Always

low prices

delivering

great value

Agility, reacting

with speed

to market

conditions

Nationwide

store network

Buying cars

direct from

customers

Inventory

management,

vehicle

reconditioning,

logistics

and store

operations

expertise

Motorpoint Group Plc Annual Report and Accounts 202408

Our business and our market

A Group focused

on growth through

two distinct brands

Motorpoint

Our retail offer of nearly new cars that

are mostly under five years old and

have completed less than 50,000

miles provides customers with an

omnichannel purchasing journey

combining online with 20 retail stores

nationwide. We also offer a range

of commercial vehicles under the

Motorpoint brand.

Consumer omnichannel

<5 years

<50,000 miles

Value retailer

25+

Years as a leading player

in the nearly new market

Online and in store

Nearly new consumer vehicles

Light commercial vehicles

Auction4cars.com

Auction4Cars.com, a business to

business and entirely online auction

marketplace platform, allows an

efficient and quick route for sale of

part exchange vehicles which do

not fall into our nearly new retail

criteria. The customer experience

has been significantly enhanced

during the year.

Low

Cost base

£170

Low online average

buyers’ fees

>5 years

>50,000 miles

Online only

Wholesale vehicles

Motorpoint Group Plc Annual Report and Accounts 2024 09Strategic Report Governance Financial Statements

Motorpoint Group Plc Annual Report and Accounts 202410

There’s no car like

a Motorpoint car

Our vision is to be the Car Buyer’s

Champion, trusted to deliver unrivalled

Choice, Value, Service and Quality.

Choice

Choice for our customers means not

only the model and price range of

available vehicles we stock, but also

the options through which they can

view, purchase, and take delivery

of their vehicle such as same day

driveaway or home delivery.

709

makes, models and trims in stock

Service

We are car people, not sales people,

and are passionate about helping

our customers get the right car.

We know that our customers care

equally about what they drive and

the price they pay, and that they can

get a car however they like – in store,

by phone or online. Our customers

receive Trustpilot Excellent rated

customer service wherever and

however they choose to buy their car.

Value

We are able to secure the best

stock at competitive prices and

we pass those savings on to our

customers ensuring we offer stand

out vehicles at unbeatable prices.

We are also able to offer financing

options and extended warranties

for our customers.

99.9%

of vehicles priced Good, Great or

Low on Autotrader (April 2024)

Quality

Motorpoint Quality Standard sits at

the core of our operations, ensuring

we deliver the highest levels of quality

of nearly new vehicles and customer

service along the entire customer

journey. Our cars are rigorously

checked from engine to exhaust by

our experts and sold under warranty.

Net Promoter Score

The Car Buyer’s Champion

Motorpoint Group Plc Annual Report and Accounts 2024 11Strategic Report Governance Financial Statements

Great car at a great price. Always a

good experience when purchasing

a car from Motorpoint. Helpful

knowledgeable staff that care about

their customers. This is the fifth car

I’ve had from them over the past 15

years and every time it’s been a hassle

free experience. Would recommend

Motorpoint to anyone looking to buy

their next car.

Trustpilot, April 2024.

Great service. Nothing too

much trouble. Staff polite,

friendly and professional.

Would like to make special

mention to Ollie and Hollie.

They took care of us. Would

use Motorpoint again.

Trustpilot, April 2024.

Motorpoint Group Plc Annual Report and Accounts 202412

Making car buying easy...

online and/or in store

Extensive

choice

Great value,

Motorpoint

Price

Promise

Competitive

part

exchange

prices

Flexible

finance

options

Car buying

service

available

Payment

made within

minutes of

deal being

agreed

Benefits

Our customers’ journey

In store

Online

Easy to find Easy to view Easy to buy/

sell your car

– 20 store

locations

– Customer agents

within stores

– Diverse and vast range

of stock to browse

and test drive

– Enthusiastic team to

help customer through

the sales process

We have invested in creating a deeply embedded

digital and retail omnichannel customer journey

that gives the car buyer the choice of how to buy

their next car in a way that fits their lifestyle.

– Website

enhancements to

help find the right

car – by lifestyle,

by budget

– 360° virtual tour of the

vehicle and gallery of

images with technical

specifications

– Digital end to end

journey

– Finance completed in

privacy of own home

and with access to all

information

Motorpoint Group Plc Annual Report and Accounts 2024 13Strategic Report Governance Financial Statements

Easy to collect

Easy to contact

Award

winning

customer

service

14 day

money back

guarantee

on home

delivery

High

quality and

standards

guaranteed

– Quality, service and

fulfilment support

both online and

at store

– Same day driveaway

– Home delivery

– Reserve and collect

– Buy online,

collect in store

– Handover completed

in less than 30 mins

Benefits

Motorpoint Group Plc Annual Report and Accounts 202414

Market overview

Motorpoint faced a number of headwinds during the year, not

least the reduction in the nearly new market to 1.5m vehicles per

annum, from a pre Covid high of 2.5m1.

The well documented macroeconomic headwinds meant that

swift and decisive action was necessary to rightsize the business

– but, as expected, margin progression, cost reduction and cash

preservation has slowed market share growth.

We are now experiencing growth in the used car market.

Motorpoint sales in Q4 FY24 grew 8.9% on the previous period

and the market grew 6.5%1.

Car market

Motorpoint’s core proposition is

the sale of nearly new cars and

commercial vans, the vast majority

of which are now up to five years old

and have covered fewer than 50,000

miles. We monitor available market

statistics, notably from the SMMT

(Society of Motor Manufacturers and

Traders), which give us transaction

volumes for target market cars but

do not include recorded mileage.

We therefore use the transaction

volumes as a proxy for our

available market. Although new car

production accelerated in the year,

it is taking time for this to benefit

our newly new market. As a result of

this, and in response to affordability

concerns from customers, we

expanded our retail criteria. Higher

interest rates resulted in increased

APR% and lower finance attachment,

and this negatively impacted

affordability. We focused on

acquiring vehicles at the lower price

end of the market, with reduced

exposure to expensive makes and

models. We did experience more

normal levels of deflation in FY24,

although there were sharp falls in

the late autumn. It is anticipated that

the nearly new market will continue

to increase in size in FY25, following

the rise in new car production.

Revenues

£1,086.6m

2024 £1,086.6M

2023 £1,440.2M

Market Share1

(0–6 year old vehicles)

2.3%

2024 2.3%

2023 2.2%

New car registrations in the UK1

1.9m

Y/E 31 DEC 2023 1.9M

Y/E 31 DEC 2022 1.6M

1. Based on data produced by the Society of Motor Manufacturers and Traders (SMMT).

Consumer confidence

During FY24 consumers faced rising

inflation and interest rates which

resulted in increased uncertainty,

and the resultant downturn with

lower demand inevitably impacted

financial performance.

Looking forward, we expect the

supply pressures to reduce, and it

is hoped that economic uncertainty

will ease, and hence consumer

confidence increase, with the

impact of expected lower interest

rates supporting affordability.

Buying habits

Based on our customer data, the

use of digital services is becoming

universal amongst car buyers. Some

degree of physical connection

continues to be preferred by most

customers to provide reassurance

and trust in their purchase. In

other words, UK consumers prefer

to buy used cars and ancillary

services on a cross channel basis,

using digital channels and physical

touchpoints interchangeably on

their purchasing journey.

Motorpoint Group Plc Annual Report and Accounts 2024 15Strategic Report Governance Financial Statements

Maidstone Branch offers an

immaculate showroom with

an excellent range of cars.

Sales is great, professional

yet informal, no pressure and

browse at your leisure, all staff

offer a warm welcome and

very helpful and patient.

Trustpilot, April 2024.

The whole process from initial contact was

smooth and professional and it was the same

service up to the day I collected the car. This is

the first time I’ve bought from Motorpoint but

would not hesitate returning in the future.

Trustpilot, Motorpoint website,

April 2024

Motorpoint Group Plc Annual Report and Accounts 202416

Key strengths and resources

New stores and

growth opportunity

We can open wherever we see a market

opportunity; speed and scale are in our control.

Existing dealerships tend to be cheaper to fit out.

We paused our aggressive rollout in FY24 after

Ipswich opened in May 2023, but would expect

to restart the programme before the end of FY25,

as market conditions improve.

Breadth of stock

On average 40 brands are available in store

or online, spanning all the leading makes

and models, sourced from multiple channels.

All stock is available nationally.

Retail product offer

Our retail proposition continues to be on nearly

new cars and commercial vans; our product

offering is supported by providing finance

packages to our customers through our finance

partners as well as offering warranty, and paint

protection products.

Operational control

We have no external restrictions. Proprietary

IT systems can be built; we have bespoke

values led development and team engagement

programmes; marketing can be via any channel

or into any geography; our modest showroom fit

out costs support Motorpoint’s value proposition.

Financing

We are free to negotiate for the most

competitive terms on the external market.

Car buying

Our service allows us to purchase cars direct

from consumers. Depending on their age,

cars can either be sold through Motorpoint

(thus providing a further supply chain route),

or via the Auction4Cars.com platform.

Underpinned by our values

Our operating model is focused on putting our

employees first. This means empowering our

team and giving them the skills and confidence to

champion the customer. We achieve this through

living our core values and team commitments.

Agility,

culture,

efficiency

Our strength lies in our ability

to be agile and responsive –

in our people and our culture,

and in our constant focus

on improving operational

efficiencies across our digital

platforms and retail network.

Investment in technology

is delivering operational

efficiency. Our agility was

important in FY24 as we

responded at pace to the

economic headwinds.

How we deliver value to customers

Motorpoint Group Plc Annual Report and Accounts 2024 17Strategic Report Governance Financial Statements

How we deliver for our customers

Home delivery

Our customers can choose a vehicle,

arrange finance, purchase and have it

delivered to them, without having to

leave their home.

Part exchanges

Motorpoint generally sells

vehicles with less than

50,000 miles, and less

than five years old, to retail

customers. Vehicles in excess of

this mileage and age purchased

from a customer are sold through

our wholesale E-commerce platform

Auction4Cars.com.

This platform provides invaluable live

data on the latest valuation of vehicles

sold and allows us to offer the best

price to our customers for their

part exchange.

Retail stores

Our retail stores offer sales, light vehicle

preparation and a large display area.

All stores offer refreshment and lounge

facilities to enhance our customers’

experience and comfort. Locations are

generally positioned for ease of access

and located within close proximity of a

large population. Our digital contactless

purchase process allows customers the

option to complete their vehicle purchase

in store or online, visit our store to collect

their vehicle, and drive away in under 30

minutes. Wherever possible, we have

used automation to speed up the

customer journey.

Retail websites

We constantly innovate

to deliver outstanding

customer service and we

have a nationwide home

delivery service. Our website

allows us to maintain a convenient

and trusted user experience as

customer preferences evolve. As

examples, ‘Saved search favourites’ and

‘Recommendations’ functionality was introduced

during the year.

Our upgraded imaging and vehicle specification

details provide customers with substantial

information on the vehicle they are researching

or buying, enhancing the conversion to sale on

our website. MyMotorpoint, our customer portal,

allows customers to complete all documentation

requirements online, enabling home delivery and

faster handovers in store. This is proving popular

with our customers.

Proud

We are proud of what we do, how we do it and

the people who make it happen – we stand out

from the crowd and are proud to work as part

of Team Motorpoint.

Supportive

We have a one team ethos and understand

that together we achieve more. We are a

united team focused on a common goal and

vision and will always help our customers

and colleagues alike #drivingdreams®.

Happy

We enjoy what we do and we show it – a smile is

contagious and our teams wear them naturally

with pride. A happy team makes for a better

working environment which in turn translates

to a great customer experience.

Honest

This applies to our teams, investors and

customers. Courage and honesty are the

vehicles for positive change and Team

Motorpoint has embraced this.

Motorpoint Group Plc Annual Report and Accounts 202418

Motorpoint is focused

on stable improvement

in profits and cash,

while establishing new

ambitions for strategic

growth

Chair’s statement

Motorpoint Group Plc Annual Report and Accounts 2024 19Strategic Report Governance Financial Statements

Strategic Opportunity

Three years ago, Motorpoint

announced a departure from

its historic approach by more

aggressively embracing the role

of technology and digital services

in its business and setting forth

more ambitious medium term

goals to at least double its revenue

to over £2bn by, among other

things, growing its E-commerce

revenue to over £1bn and opening

12 new stores. Reaching these

goals would require transformative

levels of investment in new

capabilities including technology

and automation, data and analytics,

digital commerce, marketing, new

sales and service stores and its

omnichannel customer proposition.

Since this announcement, in

spite of the significant economic

challenges affecting the used car

market and Motorpoint in particular,

the Company has progressed

towards its goals by hiring key

strategic leaders, developing new

technologies and digital capabilities,

and refining its strategy to include

specific further capabilities that will

position Motorpoint uniquely in the

market. Although this progress has

been constrained by economic and

market factors, nevertheless our

belief in the strategic direction and

the size of our opportunity

has grown.

The use of digital services is

becoming universal amongst car

buyers and sellers. This natural

progression presents an opportunity

for retailers to disintermediate

portions of the used car market by

selling direct to consumers through

a lower cost, higher service model,

by buying direct from consumers

or via new online marketplaces,

and by building brand leadership

and market share through

aggressive marketing. However

we have learned, based on our

customer data, that some degree

of physical connection continues

to be preferred by most customers

to provide reassurance and trust

in the transaction. Motorpoint, as

a leading omnichannel retailer,

is uniquely positioned to serve

this need and is developing

integrated consumer journeys

across its digital, store, customer

service and delivery channels that

will meet changing consumer

needs. This is Motorpoint’s central

strategic opportunity.

Underpinning Motorpoint’s new

capabilities will be contemporary

technology and data practices.

These will not only create unique

cross channel customer journeys,

but will improve efficiency in our

key processes such as selling,

vehicle preparation, logistics,

pricing and inventory turnover.

Leading With Agility and

Responsibility

With its focus on the long term

strategic growth opportunity,

Motorpoint has faced very difficult

markets which have challenged

its near term performance and

investment capacity. In Motorpoint’s

2022 financial year (FY22), the Covid

pandemic was over; however supply

chain shortages continued to limit

the manufacturing of new vehicles,

used car prices were inflated

due to constrained supply, and

consumer confidence was declining

as consumers began feeling the

effects of general inflation and

rising interest rates. Motorpoint

performed strongly in that year with

record revenue, growth in market

share and strong operating profit.

While many in the market were

cautious, Motorpoint recommitted

to its ambition to lead the UK’s

used car market by investing in

new capabilities, digitally driven

customer experiences and

new stores.

During FY23, economic and market

conditions deteriorated further,

especially in the second half. Rising

inflation and interest rates, coupled

with constrained used car supply,

inflated prices and a significant

OEM induced cut in used electric

vehicle values, made trading

particularly challenging.

Motorpoint is now well positioned to reverse the FY24 loss and extend its

profitability and cash generation as the market improves further, to set new

expectations for medium term growth, and to recommit to investments in new

capabilities, digitally driven customer experiences and new stores in order to

take a leadership role in the UK’s used car market.

Motorpoint Group Plc Annual Report and Accounts 202420

Further, high interest rates affected

several components of our profit

model. High consumer finance

rates reduced consumer demand

and pinched unit profitability,

Motorpoint’s finance commissions

reduced as it tried to hold consumer

rates below market, and its finance

expense on inventory borrowings

increased. In the face of these

challenges Motorpoint continued to

make prudent strategic investments

in order to progress towards its

strategic ambition while attempting

to remain profitable and preserve

cash. Motorpoint’s operating profit

fell, its net profit before tax was

roughly breakeven while it managed

to again grow revenues and

market share.

As the Company approached

FY24, it believed that economic

and market conditions would not

improve and indeed could worsen

further with no end in sight. In

fact, economic conditions during

FY24 were the most difficult in

Motorpoint’s 25 year history.

High interest rates, price deflation,

constrained used vehicle supply

and depressed consumer demand

intersected causing several industry

consolidations, a high visibility

administration and massive industry

losses. For Motorpoint, it reacted

early in the year to implement a

rightsizing and margin improvement

programme with an aim to limit

losses and preserve cash in a

smaller, persistently difficult market.

It prioritised increasing unit margins,

reducing operating expenses and

generating cash over revenue

and market share growth. It also

tempered strategic investments

and focused on efficiency, trading

effectiveness and near term returns.

Although the year was loss making,

by the final quarter Motorpoint was

back to growth and profitability.

I am pleased that Motorpoint has

been agile and resilient through a

tumultuous period and made sound

decisions based on changing market

conditions. It has also remained

committed to its strategic plan

in a manner that has balanced

its investments responsibly and

brought substantial new technology,

digital, marketing and operational

expertise into the business.

Motorpoint is now well positioned

to reverse the FY24 loss and extend

its profitability and cash generation

as the market improves further, to

set new expectations for medium

term growth, and to recommit to

investments in new capabilities,

digitally driven customer experiences

and new stores in order to take a

long term leadership role in the UK

used car market.

I would like to thank the Motorpoint

team for their extraordinary

contributions over an extended

period. I look forward to a positive

future for the Company and all of

our colleagues.

John Walden

Chair

13 June 2024

Chair’s statement continued

Motorpoint Group Plc Annual Report and Accounts 2024 21Strategic Report Governance Financial Statements

Motorpoint Group Plc Annual Report and Accounts 202422

fall to £1,086.6m (FY23: £1,440.2m)

and retail units sold were 52.6k.

(FY23: 57.3k), despite a strong final

quarter with significant year on year

growth. In addition, the high market

prices and APR rates have reduced

affordability for consumers. To

counteract this, we expanded

our retail criteria so that the majority

of cars were less than five years

old and 50,000 miles, to help

customers find the right vehicle in

accordance with more constrained

household budgets.

These reduced retail volumes,

pressure on finance attachment rates

due to high APRs, and high stock

interest expense, resulted in a drag on

profitability, and the business returned

a loss before taxation and exceptional

items of £(8.2)m (FY23: loss before

taxation £(0.3)m). As a consequence

of actions taken, and an easing in

headwinds, the business returned

to profitability in the final quarter,

which coincided with year on year

retail volume growth. Net exceptional

items before taxation were £2.2m

(FY23: £Nil) and largely related to

the restructuring programme, which

Overview

Difficult macroeconomic conditions

hampered our growth and profitability

for much of FY24. There was also a

shortage of good quality, nearly new

vehicles. We took decisive action to

rightsize the business to reflect the

reduced market size and ensure cash

generative trading at lower levels of

Group sales. The external headwinds

did ease in Q4, and this, along with the

results of our actions taken during the

year, meant we returned to profitable

growth in the last three months

of FY24, with retail sales up 8.9%.

High interest rates and inflation were

a key feature throughout FY24 and

fuelled consumer uncertainty, and

the market for our 0–4 year old sector

reached a low point of 1.5m sales

per annum, from a pre Covid high of

2.5m. This, along with deflation and

stock mix, influenced our revenue

12% improvement

Days In Stock

2024 45

2023 51

8% reduction

Operational expenditure

(before exceptionals)

2024 £72.9M

2023 £79.2M

Our focus on driving

operational excellence

through a programme

we call Brilliant Basics

has resulted in a lean

cost base, faster stock

turn and lower prices.

Mark Carpenter

Chief Executive Officer

Focusing on Brilliant

Basics following market

headwinds

Chief Executive’s statement

0000

Motorpoint Group Plc Annual Report and Accounts 2024 23Strategic Report Governance Financial Statements

resulted in headcount rightsizing

and disposal of the unopened Milton

Keynes leased site.

For much of the year we prioritised

protecting profit and cash. Helped

by use of improved data analysis,

we were able to improve unit

margins, introduce an affordable

administration fee and increase A4C

fees (but still below the market norm).

We also rightsized our headcount

to reflect the lower volumes and

reduced marketing costs. FTEs at 31

March 2024 were 710, significantly

down from the high of almost 950 in

the early part of FY23.

Despite the profitability pressures,

the Group again demonstrated

its resilience to end the year with

net cash excluding lease liabilities

of £9.2m (FY23: £5.6m). There is

significant cash headroom, with the

£20.0m (FY23: £35.0m) bank facility

undrawn at year end. Of this, £6.0m

(FY23: £6.0m) is available as an

uncommitted overdraft and £14.0m

(FY23: £29.0m) as a revolving

credit facility.

Focusing on Brilliant

Basics in FY24

Our focus on driving operational

excellence through a programme we

call Brilliant Basics has resulted in a

lean cost base, faster stock turn and

lower prices, with the cumulative

effect of consistent profitability in

the final three months of the year.

The market challenges in FY24

required decisive action to rightsize

the business and refocus our priorities

on the established basics which have

served us so well historically. This

included a thorough review of our

headcount requirements, and a plan

to ensure that all roles in the business

have accountability measures, with

strengthened reporting. We reviewed

our margin performance, supported

by the use of data, and stock mix, to

ensure we have the right vehicles for

customers at the right price.

Motorpoint Group Plc Annual Report and Accounts 202424

Our agile sourcing model allowed us

to expand vehicle age and mileage

criteria to offer lower price points to

meet broader customer demand.

We saw the benefits of this with

strong performance in the final

quarter. We also looked at our

ancillary offering in Q4 and

extended our warranty product to

cover customers for an additional

year (now up to three years). This

quickly resulted in an uplift in

revenue and profitability, and helped

offset the impact of the removal of

the asset protection product.

Strategy update

We have made good progress against

our strategic targets announced

in June 2021. Despite the market

challenges during FY24, we remain

committed to our long term growth

aspirations, whilst focusing in the

short term on margin improvement,

cost base management and cash

generation, and strategic objectives

that offer the best short term

returns. The strong cash position

allowed us to continue making

targeted strategic investment,

with further improvements in

technology involving both our retail

and wholesale businesses, and we

opened our 20th store, in Ipswich,

in May 2023.

During FY24, we continued to

enhance our digital capability,

and upscale our E-commerce

offering. We made improvements to

the website Product Detail

Pages (PDPs) and introduced new

imagery. These changes improved

page views and the time customers

spend on our site. Saved search

and recommendation functionality

was introduced. Email alerts are

now in place to inform customers

when the vehicle they are looking

for has arrived.

We experienced record levels of

organic traffic, and website speed

improved by 43.5% in March 2024

compared to April 2023.

Despite the economic headwinds, we didn’t

lose sight of our longer term goals, focusing

on those strategic objectives offering the

best short term returns.

Chief Executive’s statement continued

The Group’s use of data is

fundamental to how we operate.

As well as helping to inform vehicle

pricing decisions, it supports the

identification of what vehicles

customers desire. As an example,

it allowed us to identify that new

customers are more likely to buy

cheaper vehicles than returning

ones, and this helped inform our

decision to expand our retail criteria.

In addition, we now send up to

four emails a week to consumers,

compared to just one historically.

We have strengthened our Data

Insight team by recruiting external

talent, and by harnessing the

benefits of automation we have

been able to continue to deliver

operational improvements, from

preparation speed and reduced

stockholding to customer self-serve

technology. Automation allowed

us in the year to improve efficiency

and reduce headcount.

Our priorities for the year ahead

include strengthening our vehicle

supply, pushing ahead with consumer

digital engagement, using data to

inform decision making and the

introduction of new profit channels.

We also expect to recommence

our new store opening programme

during FY25, now that we see the

market returning.

The Motorpoint Virtuous

Circle remains at the core

of everything we do

Our operating model of how our

employees and stakeholders interact,

the Motorpoint Virtuous Circle,

combined with our Values of Proud,

Happy, Honest and Supportive

continue to provide a robust

framework for explaining how we

get things done and what factors to

consider when decisions are required.

The Virtuous Circle begins with

our employees. In the final quarter

we conducted our Driving Seat

survey for all team members, which

highlighted strong satisfaction levels

across the business. Our values

scored highly, with 95% of the team

who responded saying that they

were Proud to work for Motorpoint.

We sponsor multiple initiatives to

enhance our team’s experience

with Motorpoint. Our ‘One Big

Dream’ initiative has been a huge

success, with our people using two

paid hours per month for their own

fulfilment. Team retention levels

improved over the year, with staff

turnover falling from 32% in April

2023 to 27% in March 2024.

Our One Team ethos was perfectly

highlighted when the Derby store

was badly flooded in October 2023.

This resulted in significant disruption

for employees and customers, and

required a major clean up operation.

I am very proud of our employees

from across the business (whether it

be from the office, other locations or

the Derby store itself) who all pulled

together to ensure that the site was

up and running again within four

weeks, and that customers were not

left disappointed.

We believe that the engagement of

our team is directly correlated to

our customers’ satisfaction. As we

innovate our omnichannel customer

experiences, our highly engaged

team continued to deliver our market

leading proposition of Choice, Value,

Service and Quality to our loyal

customers with an unerring focus

on customer satisfaction. Our NPS

for sold vehicles remains at industry

leading levels at 82 (FY23: 84).

During the year, we introduced new

products and services to enhance

the customer experience. For

example, we expanded our retail

criteria to ensure we held more

affordable vehicles, and improved

our warranty product by extending

the length of cover available. In the

last few months of FY24, in response

to increased customer demand, we

recruited additional team members

in our busier stores to ensure that

the high standards of customer

experience were maintained.

The final piece of our Virtuous Circle

is delivering for our shareholders.

The external headwinds did impact

profitability in the year, although

we improved cash generation and

had the confidence to commence

the share buyback, to benefit

shareholders. The improvement in

performance in the final quarter

provides further confidence

that we can look forward to

delivering strong profitable

growth and cash generation.

Motorpoint Group Plc Annual Report and Accounts 2024 25Strategic Report Governance Financial Statements

Environmental, Social

and Governance (ESG)

The Group’s ESG Committee

continues to be instrumental in

setting out appropriate ESG targets.

The Group wants to be viewed as

the most environmentally friendly

used car retailer and has made

significant progress on its ESG

strategic goals.

We are delighted that our progress

was recognised by the Financial

Times naming Motorpoint as one

of Europe’s Climate Leaders, who are

most successful in reducing their

core greenhouse gas emissions.

We have championed our commitment

to energy management through

internal communication channels.

Due to the nature of our business,

most emissions relate to Scope

3 and the use of sold products.

However, Scope 3 emissions did

decrease year on year by 21%,

although much of this was driven

by a reduction in products sold

and mix of vehicles. Going forward,

we remain dependent on original

engine manufacturers (OEMs) in

respect of increasing the supply of

zero emission vehicles. We expect

our Scope 3 emissions to decrease

as the UK transitions to a lower

carbon economy, particularly in

relation to cessation of sales of new

internal combustion engine (ICE)

vehicles from 2035.

In terms of what we can directly

control, we have made further, good

progress in energy savings. Like for

like Scope 1 and 2 emissions and

business travel, are down 14% versus

the previous year based on tonnes

of carbon relative to the square

foot area of the business. Waste

collection costs are also down 15%,

and less than 0.2% waste went

to landfill.

We also have made further

improvements to support inclusion

and remove unconscious bias, and our

gender pay gap has again reduced.

Outlook

Successful execution of our Brilliant

Basics restructuring programme

during FY24 will stand the business

in good stead moving forwards as

the market continues to improve.

Our lean cost base, strong data

driven focus on margins, faster

stock turn and enhanced digital

capabilities should enable us to

continue the Q4 FY24 trend of

profitable growth. We envisage that

2023’s difficult macro conditions

will continue to ease with customer

sentiment improving. Supply

should increase following new car

registration growth, and used car

market expansion. Therefore, we

believe that there is substantial

potential to realise strong profitable

growth and cash generation as we

leverage our lower cost base with

increased volumes. As performance

improves we look forward to

resetting and re-energising our

strategic goals, including further

new store opportunities, against

our long term ambition to lead

the UK used car market.

Mark Carpenter

Chief Executive Officer

13 June 2024

Find out more on Our strategy pages 28 to 32

Our Financial review pages 62 to 65

Motorpoint Group Plc Annual Report and Accounts 202426

2023 2.2%

2022 2.2%

Market share

(0–6 year old market)

1,2

2.3%

2024 2.3%

Key performance indicators

It’s important that

we measure our

performance

Non-financial KPIs

Estimated sale orders from

digital leads

1,3

23.2k

2024 23.2K

2022 19.3K

2023 21.1K

2020 81

2023 84

2022 84

2021 83

Net Promoter Score

2024 82

Number of stores at year end

2022 17

2024 20

2023 19

2021 14

2020 13

1. Data not tracked on a like by like basis for the full five year period.

2. Based on data produced by the Society of Motor Manufacturers and Traders (SMMT)

3. Based on number of reservations, test drives, and enquiries originating from digital channels.

4. The 2021 data is based on H2 of that year, which is considered to be more representative due to lockdowns during the COVID-19 pandemic.

5. Number of open stores at year end.

6. Definitions of terms can be found in the Glossary on page 169.

7. Cash less borrowings, excluding lease liabilities (as set out page 168).

For FY24 we have identified those KPIs that best align to

our strategy, such as reporting our revenues, profitability

and market share. As already highlighted, macroeconomic

headwinds slowed progress during the year, as we focused

on margin progression, cost reduction and cash generation.

Motorpoint Group Plc Annual Report and Accounts 2024 27Strategic Report Governance Financial Statements

2023 £1,300

2022 £1,446

2022 £16.9M

2021 £1,254

2021 £7.6M

2020 £1,152

2020 £15.2M

Financial KPIs

Revenues

£1,086.6m

Gross profit

£73.1m

2024 £1,086.6M 2024 £73.1M

2023 £85.7M

2022 £106.3M

2021 £62.5M

2020 £78.9M

Gross profit per

retail unit

£1,222

2024 £1,222

£(8.4)M

(Loss)/Profit before

tax and exceptionals

£(8.2)m

(Loss)/Profit after tax

£(8.4)m

2022 £21.5M

2021 £9.7M

2020 £18.8M

Net Cash/(Debt)

£9.2m

2024

£9.2M

£5.6M

£(21.2)M

2021

£6.0M

2020

2023

£0.8M

2022

2023 £1,440.2M

2022 £1,322.3M

2021 £721.4M

2020 £1,018.0M

£(8.2)M

2023

£(0.3)M

£(0.6)M

2024

Motorpoint Group Plc Annual Report and Accounts 202428

Our strategy

The Car Buyer’s

Champion

Despite the headwinds which have delayed

strategic activity, and temporarily impacted

revenue growth, good progress has nevertheless

been made against strategic objectives which

offer the best short term returns.

Motorpoint Group Plc Annual Report and Accounts 2024 29Strategic Report Governance Financial Statements

Good progress was made in the year against the four pillars of our strategy.

Upscaling omnichannel capability

• Upgrades to website Product Detail Pages (PDPs)

and new vehicle imagery – increased views and

sessions, and lower bounce rates

• ‘Saved Search Favourites’ and ‘Recommendations’

functionality introduced and email stock alerts in

place for stock that becomes available

• Record levels of organic traffic, with

improvements to site speed, up 43.5% from

previous year

• New merchandising capability enables prominent

visibility for overage stock and price reduction

banners introduced

• Redesigned store landing pages allows customers

to see locations close to them and showcase their

current stock

• Sale orders from digital leads increased by 10.0%

from previous year despite lower overall volumes sold

Customer acquisition and retention

• 20th store opened in May 2023 (Ipswich)

• Improving customer experience with creation of

single customer view and CRM platform

• Customer emails sent up to four times a week,

with very low unsubscribe rates

• Better use of data:

– Drill down on what customers desire,

highlighting the need to increase the

affordability of our stock

– Data led pricing strategy

• Focus on where each vehicle is in life cycle

• New warranty product, now offered for a three

year period

• Improvement to online portal experience –

reduce waiting time in store

Operational efficiency through technology

and innovation

• Continued automation yields further efficiency gains

• New internal transport partner, improving service

on sold cars

• New open banking solution allows retail customers

to pay by bank transfer, reducing card payment fees

• Digital verification of vehicle mileage to ensure

accuracy

• Improved aftersales capability with planned

introduction of MOT bays in selected locations

• Key partner API enhancements eliminate double

key entry and rework

• Upgraded FAQs page improves customer

experience and productivity

Wholesale and supply expansion

• Less reliance on stock attracting purchase fees

– fees per unit dropped from £144 in 2023 to £114

in 2024

• New A4C customer dashboards – unique

personalised ‘central hubs’

• New automated funding provider options – A4C

customers can activate their account in two clicks

and proceed to bid and buy

• Automated A4C customer payments now trigger

collection alert and secure code – customers can

win auction, pay and collect almost immediately

• Reinvigorated Sell Your Car processes in the final

quarter leading to a strong uplift

Having focused on Brilliant Basics for much of FY24,

we will reinvigorate our longer term strategic plans in

FY25 to maximise the market growth opportunity.

Mark Carpenter, Chief Executive Officer

Motorpoint Group Plc Annual Report and Accounts 202430

High performance Digital Team

now embedded

Digital marketing

• In-housing of team drives advanced thinking

and techniques

• Significant reduction in operating costs compared

to outside agencies

Product

• Opportunities to increase sales, improve customer

excellence and generate business efficiencies

• Reduction in development time through product

owners partnering with engineering teams

• Development of new site features and functionality to

create seamless online and offline customer experience

Content and design

• Content team recruited to drive SEO through written

and video content

– 75 reviews available across a range of key makes

and models with more being added

– Ongoing investment in car buying guides, best car

lists and car news

• In-house User Experience and User Interface teams

recruited to enhance the customer experience and

further optimise existing functionality

Strategy performance for 2024

FY24 highlights

• Impact of recruitment of experienced Chief

Digital Officer and new Chief Technology Officer

joined in March 2023

• New technology capability building; focus on

product development, engineering and cloud

• Data science increasingly driving business

decisions

• Insight driven paid media strategy based on

key data sources, to drive cost efficiencies

and deliver growth

• More frequent and targeted email

communications and digital activity

• Digital & Tech Hub launched in Manchester

store – will support and attract the best talent

in a range of digital roles

• Recruitment of a new Digital Marketing Director

and a team of digital marketing experts

covering a range of channels including paid

search, Search Engine Optimisation (SEO),

email, digital PR and social media

• Build of an in-house content production team,

covering everything including content writers,

editors and video producers

+43.5%

Website speed

improvement

March 2024 v April 2023

23.2k

Estimated sale orders

from digital leads

2023: 21.1k

Our strategy continued

Upscaling our

omnichannel capability

Investment into our technology, data, E-commerce

capability will accelerate future growth

Motorpoint’s visibility in Google’s search listings is up over 43% year on year,

capitalising on investment in the website, content and marketing teams.

Rapidly upscaling our

omnichannel capability

Operational efficiency through

technology and innovation

Link to strategy

Motorpoint Group Plc Annual Report and Accounts 2024 31Strategic Report Governance Financial Statements

Growing our

market share

Creating a true omnichannel

experience for customers

Market share growth as customers repeat purchase at a

location and brand awareness increases in new regions.

Strategy Performance for 2024

FY24 highlights

• 20th store opened in May 2023 (Ipswich)

• Improving customer experience with creation

of single customer view and CRM platform

• Customer emails sent up to four times a week,

with very low unsubscribe rates

Better use of data

• Drill down on what customers desire, highlighting

the need to move to older, cheaper vehicles for

new customers

• Data led pricing strategy to optimise for margin

whilst minimising days to sell and the % of

stock overage

• Focus on where each vehicle is in life cycle

• By increasing the mix of vehicles under £15K

to attract new customers, new customer orders

(January to March 2024 vs LY) were up 22% at

10,259 orders vs 8,394

• Improvement to online portal experience –

reduce waiting time in store

2.3%

Market share

(0-6 year old car market

January to March 2024 -

SMMT)

Stores nationwide

Link to strategy

Expand wholesale and

E-commerce channels

Motorpoint Group Plc Annual Report and Accounts 202432

Focus on Auction4Cars

• Launched A4C’s new Customer Dashboard

• A4C partnered with its fourth funding partner:

MotoNovo, adding to the existing V12VF, LE Capital

and NextGear. Customers can now activate their

Auction4Cars.com account in two clicks and proceed

to bid and buy

• Customer experience/UI upgrades focusing on

serving the customer relevant, actionable information

at the appropriate time. This includes dynamically

inserted payment references within account reminders

• Fast release immediately upon payment, meaning

customers can win an auction, pay for their vehicle

and collect within minutes

• Auction4Cars ‘Live Auction’ page has been

completely upgraded

Strategy performance for 2024

FY24 highlights

• Continued automation yields further

efficiency gains

• New open banking solution allows retail

customers to pay by bank transfer, reducing

card payment fees

• Improved aftersales capability with planned

introduction of MOT bays in selected locations

• Key partner API enhancements eliminate double

key entry and rework

• Upgraded FAQs page improves customer

experience and productivity

Our strategy continued

Operational

excellence

Operational efficiency through technology and innovation

Operational efficiency through

technology and innovation

Link to strategy

Motorpoint Group Plc Annual Report and Accounts 2024 33Strategic Report Governance Financial Statements

Our stakeholders at the

heart of our model

Section 172 statement

The Board has a duty to promote the long term, sustainable success of the

Company and of the wider Group. The baseline duty is set out in section 172 of the

Companies Act 2006, but in reality, it is broader, and the Board considers a wide

range of statutory and other factors within its decision-making process.

Board decision making will always encompass:

• the likely consequences of any decision in the long

term and the risks to the Group and its stakeholders;

• the interests and wellbeing of our people and the

communities where we are present;

• the impact of our vehicles and business on the

environment and the need to ‘decarbonise’;

• the Group’s relationships with its customers and

suppliers; and

• the importance of our reputation for integrity and

high standards of business conduct.

Motorpoint believes that a key mechanism in ensuring

that it makes good long term and sustainable decisions

is open, two way dialogue with all our key stakeholders.

We believe that understanding the perspective and

needs of our stakeholders is vital to the Group’s success.

Good governance, our business ethics and integrity are

essential to continue to be an attractive company for our

investors, employer for our employees, partner for our

suppliers and retailer for our customers.

We have a code of conduct in place for all employees,

which sets out our expectations for ethical behaviour and

responsible decision making. We also have a dedicated

customer care team that is focused on ensuring that our

customers are satisfied with the service we provide.

In addition to this, we have also established several

community initiatives to support the local communities

in which we operate.

We recognise that our success as a business is closely

linked to the wellbeing of the communities in which we

operate, and we are committed to being a responsible,

sustainable member of our local communities.

We regularly review our policies and procedures to

ensure that they are in line with our obligations under

section 172 and that they continue to effectively take

into account the needs of all our stakeholders.

This section 172 statement signposts in more detail

some of the key ways in which we have engaged with

stakeholders across the year ended 31 March 2024 and

built confidence in the sustainability of their relationship

with the Group. It should be read in conjunction with:

• the Chair’s statement on pages 18 to 20;

• the Chief Executive’s statement on pages 22

to 25;

• the ESG report on pages 38 to 51;

• the Chief Financial Officer’s review on pages 62

to 65;

• the Risk landscape on pages 66 to 77; and

• the Governance and related reports on pages 79

to 118.

Motorpoint Group Plc Annual Report and Accounts 202434

Engaging with our stakeholders

Engaging and understanding the needs of our key stakeholders has never been more important and is critical to the

Board’s decision making.

Stakeholder Why we engage How we engage Outcomes and how feedback reaches the Board

Our people

We have an

experienced, diverse

and dedicated

workforce which

we recognise as a

key asset of our

business. Therefore,

it is important that we

continue to develop

the right environment

and Company culture

to encourage and

create opportunities

for individuals and

teams to realise their

full potential.

• We run two engagement

surveys each year, our

Driving Seat Survey and

an external survey

• Created the ‘Knowledge Hub’

on Workplace to enhance

communication with our teams

• Simplified a number of

systems and processes

(including the Sales process)

to enhance team training

and development

• We have set up a designated

session for all stores and team

members to receive dedicated

monthly time with the Senior

Leadership Team (SLT), driving

more engagement across the

whole business with the SLT

• Training and talent

development programmes

that are a mix of in person

and online

• Monthly SLT/CEO listening

groups called ‘Ask me

Anything’ carried out across

the country

• We have a designated NED

who oversees employee

engagement and holds

regular listening groups

with employees

• Engagement survey results and

annual people plan presented

to the Board

• Have held various SLT sessions on

DEI, with an external DEI specialist,

creating our strategy and SLT

commitments

• Continued to offer health and

wellbeing initiatives with mental,

physical and financial support

• We committed to ensuring we

pay at least the Real Living Wage

• People reports at scheduled

Board meetings

• Annual pay review and reports

to the Remuneration Committee

• We have invested in salary levels

in key strategic areas of the

business and raised the

Motorpoint living wage in line

with the Real Living Wage

Read more on pages 44 to 49

Our

customers

We are here to help our

customers buy the car

they want; in the way

they want. Our Choice,

Value, Service and

Quality proposition is

reliant on having the

right partnerships to

enable us to deliver for

customers. We have

an unerring focus on

customer satisfaction.

• Direct feedback sought on a

regular basis via NPS (82 in

FY24), Trustpilot (Excellent

rating) and Google reviews

• Monitoring/reporting of sales,

footfall, website traffic and

internet search analyses

• Dedicated customer care team

• Social media and websites

• Project launched to improve all

aspects of customer journey

• Direct contact in stores

• Strong NPS score

• Strong repeat and referral

business

• Use of data to better understand

customer needs, and addressing

these

• Customer research is informing

the development of a vehicle

and customer data profile

Section 172 statement continued

Motorpoint Group Plc Annual Report and Accounts 2024 35Strategic Report Governance Financial Statements

Stakeholder Why we engage How we engage Outcomes and how feedback reaches the Board

Our suppliers

and partners

It is crucial that we

develop and maintain

strong working

relationships with our

suppliers, so we can

enhance the efficiency

of our business and

create value, and make

sure we treat suppliers

in line with our values

and ethical standards.

We continually assess

our supplier and

partner network, and

leverage both internal

and external expertise

to ensure appropriate

relationships and

fair economics.

• Standard terms of business

and regular supplier meetings

• Contingency planning

should there be a failure

in the supply chain

• Supplier and distributor

onboarding due diligence

(financial, quality, business

integrity and compliance,

component supply, modern

slavery, etc)

• Ongoing management

of supplier relationships

• Procurement review

undertaken to assess how

we improve efficiency

• CEO and senior management

team focus on supply chain

challenges arising from expanding

into new channels and suppliers

• Engaging with a broad range of

suppliers and regular transition

between channels, with a

similar level of flexibility in our

product offering

• Further strengthening of supply

chain team and processes

Our

communities

Our employees care

deeply about our

communities. As a

responsible employer,

we want to contribute

to the economic

development and

sustainability of

our communities.

• Entered into partnerships to

create better gender balance

within the automotive industry

• Commitment to invest in the

successful and sustainable

delivery of careers and

education for young people

in our local communities

• All team members are entitled

to paid time off to support

volunteering in the community

• Awards and recognition

• Sponsorship and volunteering

by employees

• Continuing with our community

focused partnerships which

cement our contribution to

the economic development

and sustainability of these

communities

• Raising funds for local charities

close to our stores across the UK

• We support payroll giving to

allow team members to support

charities that are important to

them, many of which will be local

Read more on pages 48 and 49

Our

shareholders

As a company with

a premium listing on

the London Stock

Exchange’s Main

Market, we need

to communicate

clearly and effectively

with our existing

and prospective

shareholders

to develop their

understanding of how

the Group’s businesses

are managed to

generate sustainable

returns and long

term success.

• Annual Report

• Consultation with lead

investors and voting advisory

organisations

• RNS announcements

• Annual General Meeting

• Investor presentations

• Corporate website

• Roadshows arranged twice a

year to engage with investors

• Investors have the opportunity

to visit stores and meet a

range of employees

• The Board is provided with regular

feedback on investors’ views and

market developments

• Face to face and virtual meetings

with investors

• We issued regular trading updates

via the RNS facility to update

the market on the financial

performance of the business

• Our websites

(www.motorpointplc.com and

www.motorpoint.co.uk) provide

a broad range of information

and data

• Monthly reporting on shareholder

trading

Motorpoint Group Plc Annual Report and Accounts 202436

Stakeholder Why we engage How we engage Outcomes and how feedback reaches the Board

Our

environment

Through channels such

as climate change and

increasing legislative

requirements, the

natural environment

affects many aspects

of what we do. Our

own materiality

research also shows

that the importance

of environmental

concerns rated

highly among our

other stakeholders.

As a business, we

need to do what we

can to support our

environment to ensure

a sustainable business.

• Expanded monitoring of our

GHG emissions and ongoing

reduction/offsetting activities

to support our efforts to reduce

the impact of our emissions

• Continuous monitoring of our

waste and implementation of

improvements to reduce waste

to landfill while increasing our

overall recycling

• Engagement with third parties

who provide expertise

• Ongoing implementation and

exploration of water saving

projects

• Continued consideration into

reduction and offset of our

indirect environmental footprint,

such as products sold

• ESG Committee at Plc level

to oversee ESG matters

• Environment is a key pillar

of the ESG Committee

• ESG target achievement linked to

annual bonuses

• Formal ESG strategy in place

with three key areas linked to

our environment

• Environmental performance

measures included in Annual Report

including waste and GHG emissions

Read more on pages 39 to 42

How we made our key decisions

In this section, we set out how we considered the interests and needs of stakeholders in two of our key decisions

this year.

Decision 1: Commencing share buyback programme

In January, the Board announced its intention to commence a share buyback programme, and repurchase and cancel

up to 5m ordinary shares of 1p each in the capital of the Company, representing approximately 5% of the Issued

Share Capital.

In initiating this programme, we considered:

The long term

effect

Considering the Company’s cash generation across Q3 and Q4 of FY24 and the strength of the

balance sheet, the Board believes there to be sufficient cash in the business to continue to fund

ambitious organic growth in the recovering market alongside the share buyback programme.

Affected

stakeholder

groups

Investors

The share buyback will allow the Company to optimise its capital structure, thereby reducing

the cost of capital and increasing shareholder value.

Financing partners and creditors

The Board considered the Company’s long term funding arrangements with its financing

partners, and relationships with creditors in determining whether there was sufficient cash

available to carry out the programme.

Section 172 statement continued

Motorpoint Group Plc Annual Report and Accounts 2024 37Strategic Report Governance Financial Statements

Decision 2: Rightsizing the business to reflect market conditions

Delivery of our strategy in challenging macroeconomic conditions required us to rightsize the business and reduce

our cost base. Retail margins were increased through the referencing of data, an administration fee was introduced

(in line with much of the market), and we reviewed our Head Office team structure and store locations.

In implementing these changes, we considered:

The long term

effect

The Company’s ability to remain agile and harness opportunities presented by the recovery of

the market was prioritised throughout the rightsizing process. For example, the restructure took

a long term view of the roles needed to enhance the Company’s digital sales channels, and to

further develop the use of data in decision making.

Affected

stakeholder

groups

Customers

Customers are now in a position to benefit from an improved supply of stock and data-driven pricing.

Investors

Our investors expect us to operate in an effective manner and for our business model to reflect

the challenges facing the market. The restructuring allows us to return to profitable growth in

shorter timeframe.

Employees

The restructure within Head Office was implemented to achieve a fit for purpose and agile

workforce that will be well positioned to respond to the upturn in market conditions. Our priority

throughout the restructure process was to ensure impacted colleagues were treated fairly and

with respect. Looking forward we will continue to review our organisational effectiveness to

ensure we are structured in a way that supports us to realise our commercial ambitions.

Community

Our commitment to the community and our stores’ engagement with local charitable causes

has been maintained throughout the rightsizing process.

Motorpoint Group Plc Annual Report and Accounts 202438

Environmental, Social and Governance (ESG)

Environmental, Social and

Governance (ESG) is a core part

of our identity and we aim to be a

business that takes every decision

balanced with ESG consideration.

We were delighted to be recognised in

the year as one of the Financial Times’ top

500 climate leaders, validating the work

we have done to lower our controllable

emissions year on year as well as progress

made making full Scope 3 disclosures.

FY24 summary:

An overview of the targets we

set for the year recognising

where we achieved our goals

and where we still have progress

to make.

Waste management:

Details of our waste

management strategy, including

our approach to reducing,

reusing, and recycling waste.

Energy usage

We recognise the importance

of minimising our use of natural

resources and are committed to

reducing our carbon footprint.

This section provides data on

our energy and water usage, as

well as details of our initiatives

to reduce our consumption and

improve our efficiency.

Emissions data:

The automotive sector is a

significant contributor to

greenhouse gas emissions, and

we are committed to playing

our part in reducing this impact.

This section provides details

of our SECR statement as well

as a complete set of emissions

across our Scope 1, 2 and 3

footprint.

Social responsibility is a

key component of our ESG

performance, and we support

our team members, customers,

and the communities which

we serve. This section provides

details of our social initiatives,

including our commitment

to diversity and inclusion,

community outreach, and

employee wellbeing.

Good governance is essential

for building a sustainable,

resilient business. This section

provides an overview of

our governance framework,

including our approach to

risk management, board

composition and diversity,

and ethical business practices

as well as our TCFD aligned

disclosures.

Environmental Social Governance

page 39

page 40

pages 40 to 42

pages 43 to 49 pages 50 and 51

39Strategic Report Governance Financial Statements Motorpoint Group Plc Annual Report and Accounts 2024

FY24 summary

This year, we set a goal to achieve

a 10% reduction in like for like

energy usage, on a consistent

square foot basis with last year. The

goal is measured on kWh usage per

square foot vs FY23. This goal was

directly linked to executive pay.

We also set a target, as last year,

to achieve zero waste to landfill by

the end of FY24. We are pleased

with the progress made against the

targets in the year, full details can be

found on pages 40 to 42.

Continued focus on targeting like

for like energy usage reduction

aids us on our journey to net zero.

Embedding these targets into our

stores and preparation centres

is crucial to achieving energy

efficiency, and during the year we

partnered with store and preparation

managers to look at ways in which

energy usage could be reduced.

We continue to monitor internal

intensity ratio as a KPI for monitoring

our emissions footprint. The metric

is defined as our total Scope 1 and

2 and Business Travel divided by

the total floor area of the business

(tCO

e/floor area – sq ft). This metric

helps us deliver more accurate like

for like comparisons with previous

years and is disclosed in our SECR

statement later in this section.

We continue to report against

the recommendations of the Task

Force on Climate Related Financial

Disclosures (TCFD), this year

working with an external third party

to enhance our modelling and

climate risk assessment. In line with

previous reporting we continue to

adhere to the SECR requirements.

In FY24, the footprint of the business

grew with the opening of our 20th

store in Ipswich. With no other store

openings in the year, this gave us an

opportunity to focus on partnering

with management to look at ways

in which we can run our stores and

preparation centres more efficiently,

as well as looking at ways we can

drive competitive action to be the

most energy efficient site.

Also core to our ESG framework is

the need to adapt to customers as

buying trends move to favour more

sustainable products. Whilst Electric

Vehicle (EV) demand was lower in the

year than our initial expectations, we

still expect increased demand for EVs

in the future.

This not only extends to adapting

to a rise in the EV market, but also

making sure we stay ahead of any

incentives that local authorities

currently offer, or may offer in the

near future.

Environmental

Motorpoint Group Plc Annual Report and Accounts 202440

Waste management

During FY23, we continued to prioritise our efforts towards improving.

This year our waste management represented another successful year for

us, as we achieved 66.6% of waste recycled with only 0.2% waste going to

landfill. Our waste to landfill figure was impacted by the flood in Derby which

caused the store to temporarily close and rapid building works needing to

take place to set up our temporary show room. This work unfortunately led

to a small amount of waste going to landfill. We also note a differing split

between waste recycled versus recovered this year. This is a function of an

older vehicle mix year on year meaning more parts needed to be sourced

during the preparation of vehicles. These parts, rather than being recycled to

a raw material or new state, are more likely to be recovered for reuse.

Total Waste figures FY24 FY23

Total Waste 932.3t 1,062.9t

Kg Waste / sq ft 1.11 1.28

Percentage waste recycled 66.6% 85.6%

Percentage waste recovered 33.2% 14.2%

Percentage waste to landfill 0.2% 0.2%

Energy usage

This year we were delighted to achieve a 15.4% reduction in energy usage

in kWh/sq ft terms. This represents the good work we have done across

the business setting up heat maps and a competitive landscape across our

stores, all aiming to be the most efficient store in the Group on an energy

used per square foot basis.

Total electricity and gas usage FY24 FY23 % change

Total Electricity kWh 4,890,069 5,269,331 (7.2)%

Total Gas kWh 2,870,695 3,811,120 (24.7)%

Total Energy 7,760,764 9,080,451 (14.5)%

kWh / sq ft 9.26 10.94 (15.4)%

Emissions Data

Greenhouse gas (GHG) emissions and reductions

As highlighted by our ESG materiality assessment, GHG emissions and

reductions are high priority for the business. The increased data accuracy

and reporting with regards to our energy usage directly corresponds to our

GHG emissions, and as such we have been tracking our Scope 1 and Scope

2 emissions periodically to enable reporting at relevant forums such as the

ESG Committee.

In addition to periodic calculations for our direct emissions, FY24 has seen us

continue to look at the wider Motorpoint value chain. In line with our TCFD

commitments in FY23, we have again calculated our applicable categories of

Scope 3 emissions.

Streamlined Energy and Carbon Report (SECR) FY24

This report has been compiled in line with the March 2019 BEIS

‘Environmental Reporting Guidelines: Including streamlined energy and

carbon reporting guidance’, and the EMA methodology for SECR Reporting.

All measured emissions from activities which the organisation has financial

control over are included as required under The Companies (Directors’

Report) and Limited Liability Partnerships (Energy and Carbon Report)

Regulations 2018, unless otherwise stated in the exclusions statement.

The carbon figures have been calculated using the DESNZ 2023 carbon

conversion factors for all fuels.

Continued focus on

targeting like for like

energy usage reduction

aids us on our journey

to net zero.

Environmental, Social and Governance (ESG) continued

41Strategic Report Governance Financial Statements Motorpoint Group Plc Annual Report and Accounts 2024

The table below sets out Motorpoint’s emissions in FY24 with prior year comparatives.

FY24 FY231

Total energy use covering electricity, gas, other fuels and transport (kWh) 12,938,771 15,156,762

Scope 1 emissions generated through combustion of gas (tCO

e) 525 696

Scope 1 emissions generated through use of transportation (tCO

e) 1,128 1,344

Scope 2 emissions generated through use of purchased electricity (tCO

e) 1,013 1,019

Scope 3 emissions generated through business travel (tCO

e) 120 157

Total Scope 1 and 2, Business Travel (tCO

e) 2,786 3,2161

Intensity ratio – Total Scopes 1 and 2, Business Travel

(tCO

e / Floor Area – sq ft) 0.00332 0.003871

Note: Disclosures above are aligned with the SECR minimum mandatory requirements for quoted companies: global Scope 1 emissions from

combustion of gas/fuel for transport purposes and global Scope 2 emissions from purchased energy. Additional disclosure of Scope 3 emissions

from business travel or employee owned vehicles is included. Motorpoint Plc operates within the UK only.

1 Our FY23 SECR has been restated following data enhancements resulting in a more accurate split of total emissions. This resulted in changes to

Scope 1 and Scope 3 emissions in respect of transportation. In the prior year, Scope 1 emissions generated through use of transportation was

stated at 595 tCO

e which this year has been restated to 1,344 tCO

e, with a reduced Scope 3 downstream transportation figure accordingly

restated in our full Scope 3 emissions table (562 tC02e as restated against 1,181 tC02e disclosed in the FY23 Annual Report).

Our SECR reported emissions for

Scope 1 and 2, Business Travel

decreased 13.4% from 3,216 tCO

in FY23 to 2,786 tCO

e in FY24.

On an intensity basis, taking into

account the portfolio size of the

business, our emissions intensity

decreased by 4.2% from FY23

to FY24.

Our relative footprint decrease

for combustibles and purchased

energy in Scope 1 and 2 reflects

the success of our store business

partnering, working with store

managers to continue to find ways

to reduce gas and electricity usage.

Scope 3 emissions

With GHG emissions being a priority

focus under our ESG framework,

a detailed understanding of our

emissions is vital. Up until recently

our focus has been on the emissions

from our direct operations under

Scope 1 and Scope 2 of the GHG

protocol. While these emissions are

more directly under our control,

they offer only a snapshot of total

emissions footprint as opposed to

the emissions of our entire value

chain under Scope 3.

Scope 3 emissions have decreased

year on year by 20.6% which is

largely driven by the ‘use of sold

products’ category, in line with

vehicle mix and lower unit sales

volumes. This category makes up

94.3% of Scope 3 emissions and

other movements between Scope

3 categories were immaterial year

on year.

There are a total of 15 categories

defined by the GHG protocol for

Scope 3. Of these 15 categories,

we have established that nine

additional areas not in our SECR

reported emissions above that

are relevant to Motorpoint’s value

chain. Based on these categories,

we have calculated our emissions

using the most appropriate

method with the data available to

us, recognising that reliable data

for Scope 3 is a challenge and

we are on a journey to improving

our understanding in this area.

Particular focus was put towards

the calculation of emissions from

products sold, as this category

makes up the majority of our entire

footprint across Scope 1, 2 and 3.

For categories less material to the

business due to their reduced totals

of tCO

e, we have calculated them

using a range of industry accepted

data and estimates.

Motorpoint Group Plc Annual Report and Accounts 202442

A full breakdown of our category justification and calculation methods can

be found on our investor website.

Motorpoint Scope 1, 2 and 3 emissions FY24 FY23

Total Scope 1 emissions 1,653 2,040

Total Scope 2 emissions 1,013 1,019

Scope 3 emissions

Category 1 Purchased Goods and Services 12,111 12,311

Category 2 Capital Goods 1,136 317

Category 3 Fuel and Energy 120 478

Category 4 Upstream Transportation 6,731 5,588

Category 5 Waste 215 213

Category 6 Business Travel 120 157

Category 7 Employee Commute 395 395

Category 8 Upstream Leased Assets N/A N/A

Category 9 Downstream Transportation 174 562

Category 10 Processing of Sold Products N/A N/A

Category 11 Use of Sold Products 349,069 445,954

Category 12 End of Life Treatment of Products N/A N/A

Category 13 Downstream Leased Assets N/A N/A

Category 14 Franchises N/A N/A

Category 15 Investments N/A N/A

Total Scope 3 370,071 465,975

Total Scope 1, Scope 2 and Scope 3 emissions 372,737 469,034

Carbon offsetting

In FY24, we committed to offsetting our emissions disclosed via SECR for

Scope 1 and 2 through purchasing carbon credits.

Progress against targets:

Our targets for FY24 were:

• reduce our intensity ratio of total Scope 1 and 2 and business travel

divided by the total floor space of the business (tCO

e by sq ft) by 10%

a year; and

• achieve zero % waste to landfill by the end of FY24.

We are pleased with our progress in the year. We were ahead of target in

respect of our Scope 1 and 2 emissions and business travel achieving a 14.2%

reduction year on year based on tCO

e / sq ft, and substantially achieved

our waste to landfill target with less than 0.2% of waste going to landfill in

the year.

We were delighted

to be recognised in

the year as one of the

Financial Times’ top

500 climate leaders.

Environmental, Social and Governance (ESG) continued

43Strategic Report Governance Financial Statements Motorpoint Group Plc Annual Report and Accounts 2024

From the very beginning

Motorpoint has been a people

focused business – and our team

members have always been at the

heart of our business model and

our Virtuous Circle.

We have always stood up to be the

Car Buyer’s Champion, making sure

our customers can buy a quality

nearly new car with no hassle from

a trusted business that does things

in the right way. Then there are the

communities that we work within.

Wherever we do business, we want

to bring high quality employment

to the community through our

team members and their families,

but more than that we want to be

a positive force for good, helping

those less fortunate, supporting

those starting out in life, facilitating

opportunities and generally making

sure that wherever we trade, the

community is a better place for

having Motorpoint nearby.

Health and safety

The Board recognises that the

highest levels of safety are required

in order to protect our employees

and customers. The Board believes

that all incidents and injuries are

preventable, and that all employees

have the right to expect to return

home safely at the end of every

working day.

This year we appointed Callidus

to provide comprehensive

consultative support and advice

to managers at all levels for health

and safety matters across the

Group. The Board requires that

the Group systematically manages

its health and safety hazards, sets

objectives and monitors progress

by regular measurement, audit and

review. Monthly health and safety

summaries are prepared and shared

with the Board.

Managers and supervisors

across all levels in the Group are

responsible for managing the

health and safety of their teams as

part of promoting and embracing

a positive health and safety

culture. The Board emphasises

the importance of individual

responsibility for health and safety

at all levels of the organisation,

and expects employees to report

potential hazards, to be involved

in implementing solutions and to

adhere to rules, procedures and

Group policies. A key element in the

continuous improvement of health

and safety management is sharing

best practice and lessons learnt

from incidents across the Group

and the wider industry. Accidents,

incidents and near misses are

investigated, with actions generated

to prevent recurrence.

To embed health and safety

practices in the wider workforce,

we ensure that all our employees

receive health and safety training

modules as part of a two year

training cycle. Completion is

monitored centrally and late

completers are notified to their

line manager on a monthly basis.

Social

Motorpoint Group Plc Annual Report and Accounts 202444

Our people

Our people have always been

the heart of our business. Our

achievements this year can be

attributed to our talented teams

who worked in line with our values

and demonstrated high levels of

resilience through a challenging

year. Our people have made sure

that our customers have continued

to receive industry leading service

as demonstrated by Trustpilot; our

preparation teams have looked after

thousands of cars, ensuring that

there’s no car like a Motorpoint car;

and at Head Office, our teams have

supported the wider business and

embedded key processes to enable

our operational teams to deliver

a seamless customer experience.

Our approach to developing a high

performing and inclusive culture

is achieved through a number of

initiatives and is explained on the

following pages.

Our values

We are proud

We are proud of what we do, how

we do it and the people who make

it happen – we stand out from the

crowd and are proud to work as part

of Team Motorpoint.

We are supportive

We have a One Team ethos and

understand that together we achieve

more. We are a united team focused

on a common goal and vision and

will always help our customers and

colleagues alike #drivingdreams®.

We are happy

We enjoy what we do and we show

it – a smile is contagious and our

teams wear them naturally with

pride. A happy team makes for

a better working environment

which in turn translates to a great

customer experience.

We are honest

We speak the truth and give honest

feedback at all times; this applies to

our teams, investors and customers.

Courage and honesty are the

vehicles for positive change and

Team Motorpoint has embraced this.

We do all of this together

We are equal parts of the whole

and we are stronger together.

Our values have been in place since

2018 and they continue to be a true

reflection of how we work together

at Motorpoint. Our Leadership

Behaviours scheme demonstrates

to leaders at all levels across the

business what good leadership looks

like at Motorpoint and what we, and

our team members, expect from a

Motorpoint Leader. These have been

embedded across our processes to

bring them to life and make sure that

we keep these front of mind.

Our people are at the heart of our business, not least in ensuring the

quality of the customer experience; this is why we are determined to

continually focus on our team engagement.

Lois Miller, Senior HR Leader

Our people – FY24 highlights

Promotions

4.1

Glassdoor

rating

(out of 5)

103

Long Service Awards

Spread across 5, 10, 15 and

20 years’ service awards

728

Team

members

Environmental, Social and Governance (ESG) continued

45Strategic Report Governance Financial Statements Motorpoint Group Plc Annual Report and Accounts 2024

Diversity, Equity and Inclusion

It is important to us that all of our

team members are proud to work

at Motorpoint. To enable this, we

want to make sure that there is

respect for difference and there is

true inclusion at every level of our

workforce, and for our customers.

We expect everyone to be

welcomed and treated equitably by

having the same chance of success

whoever they are, whatever they do

and wherever they are from.

We recognise that Diversity, Equity

and Inclusion is a key enabler to

achieving our strategic goals.

A diverse, equitable and inclusive

culture gives us a competitive

advantage to recruit the best

talent and we believe that different

perspectives allow us to make more

rounded decisions that are reflective

of the environment in which we

operate and the customers that

we serve.

We ensure that our Diversity,

Equity and Inclusion commitments

are weaved into all of our decision-

making processes, making sure

that Motorpoint is a place where

everyone feels valued, respected,

and supported to be their best –

creating role models who display

our values to each other and to

our customers.

Our approach to Diversity,

Equity, and Inclusion

Our Diversity, Equity and Inclusion

strategy comprises of five core

commitments:

Our commitments

1. As a Senior Leadership Team we

will lead by example

2. We will create an inclusive culture

3. We will attract, retain and develop

a diverse Motorpoint team

4. We will create more diverse

voices around the senior

leadership table

5. We will create more customer

and community connectivity

Measuring the impact of our

commitments to Diversity,

Equity and Inclusion

To ensure that we can measure

the progress and impact of our

Equity, Diversity and Inclusion

strategy we now collate key data

from our new team members

when they join the business.

All team members are asked about

their sexual orientation, ethnic

background and any disabilities as

part of their onboarding journey.

We also collated this information

from all of our existing team

members. This means that we can

appropriately measure the impact

of key initiatives, through employee

engagement surveys, ethnicity pay

gap measurements and identify

where we have clear gaps in

our teams.

With respect to recruitment, we

have anonymised all CVs on our

applicant tracking system to remove

any demographic data, such as

gender, age, sex or ethnicity to

ensure that all candidates are

assessed solely on their skills,

qualifications and experience.

Motorpoint Group Plc Annual Report and Accounts 202446

Gender Pay Gap

The Gender Pay Gap is the difference

between the average pay of men

compared to the average pay of

women and is expressed as

a percentage difference.

In calculating these figures, the Mean

figure is a sum of the hourly pay rates

for all women in the organisation

divided by the total number of

women. We then repeat the process

for men and the pay gap is the

difference between the two.

The Median gap is calculated by

listing the hourly pay rates for each

of the two groups and taking the

middle amount (the median). We

then subtract the median figure for

the women’s group from the men’s,

divide it by the men’s median hourly

pay rate and multiply by 100 to get

the percentage.

Mean Median

Total Pay Gap 7.1% (0.2)%

Salary Pay Gap (11.3)% (1.7)%

Bonus Pay Gap 58.3% 14.2%

We continue to make progress in

closing our Gender Pay Gap, with

mean and median distribution for

total pay significantly reduced and

salary only data positively improved

to a -11.3% gap. We have more females

holding leadership and higher paid

positions within the business, with

the average basic salary for females

at Motorpoint being 40% higher

than in 2022, and female leaders

operating 30% of our operational

leadership roles. We remain focused

on continuing to reduce the gap,

with a strategic priority to create an

inclusive and equitable workspace for

all employees.

All roles at Motorpoint are eligible

for a performance related bonus

which means that the vast majority

of our team received a bonus in the

last 12 months, irrespective of their

gender. The bonus pay gap which

we have reported can be related to

the gender split across the quartiles,

especially in the upper and upper

middle quartiles, where bonus is

relative to base salary and where

fewer females occupy the highest

earning roles.

Gender mix

Male Female

Senior Leadership 81.8% 18.2%

Leadership 73.5% 26.5%

Manager 64.0% 36.0%

Team member 80.2% 19.8%

All employees 78.1% 21.9%

The Gender mix table sets our gender breakdown at

various levels in the Company, including the breakdown

for all employees, based on the 789 individuals employed

as at 5 April 2023, the date at which the Gender Pay Gap

was assessed.

Our gender mix is in line with the wider automotive

industry, but we always want to improve and lead the

industry, hence our involvement in the Automotive

30% Club and an increased focus on graduates and

apprentices who generally provide a better gender

mix for team members joining us.

Environmental, Social and Governance (ESG) continued

47Strategic Report Governance Financial Statements Motorpoint Group Plc Annual Report and Accounts 2024

Supporting our team

At Motorpoint we believe that the

combination of our focus on driving

dreams, robust ESG credentials and

our people and culture, not only

differentiates us from our peers but

also gives us a competitive advantage.

We believe that Motorpoint is an

amazing place to work but we

constantly strive to become an even

better place to work. The Virtuous

Circle is at the very heart of the way

we do business as we genuinely

believe that if we get it right for our

team members, then they will get it

right for our customers and that will

create stronger performance for all

our stakeholders.

To ensure that we maintain our focus

on team member engagement and

genuinely live our values Proud,

Happy, Honest, Supportive and

Together, we undertake a wide range

of team member focused activities,

some of which are as follows:

Listening to our employees

Employee voices are important

to us and we run engagement

surveys regularly. This year we ran

our Happiness Survey; we also ran

a pulse survey in relation to our

recognition schemes and as a result

we updated our popular employee

scratch cards with new prizes

which are used for peer to peer

recognition across the business.

Of course, the important thing

about an engagement survey are

the actions that you take as a result

of the feedback and at Motorpoint

all areas of the business are

expected to create an Action Plan

based on their team feedback and

are measured on delivery against

those plans.

Our CEO is keen to hear feedback

from all levels across the business

and regularly holds ‘Happy Hour’

sessions, whereby team members

can attend to ask questions and

discuss areas for improvement

across the business.

The Senior Leadership Team (SLT)

spend a significant amount of time

in stores speaking to colleagues at

all levels. They hold regular ‘Ask me

Anything’ listening sessions obtaining

feedback from team members face

to face in our stores and preparation

sites across the country, helping us

understand the issues faced by our

team members and driving action

to make improvements to our team

member experience.

We ran our internal engagement

Driving Seat Survey in February

2024. The survey measures our

teams’ satisfaction in how we bring

our values to life. Around 70% of

our team responded to the survey,

which gave us a good sample to

measure our team engagement.

The results of the survey showed

that there is a strong sense of pride

in working for Motorpoint and our

teams remain focused and engaged

with the customer experience. 100%

of respondents stated that they care

about the customer experience

and 96% agreed that their manager

also cares. Our overall satisfaction

rating was 87% and there is a strong

correlation between satisfaction rates

and our stores’ NPS. We also saw

positive results and improvements

within our Head Office functions,

and, in particular, our Finance team

significantly improved year on year

because of focused action plans and

changes in management.

Learning and development (L&D)

Our team members are the start of

our Virtuous Circle. We ensure that

all team members are equipped

with the skills and knowledge to

perform their roles to the best of

their ability to enable us to deliver an

outstanding customer experience.

To further enhance our talent

attraction strategy, we have developed

our career pathway model and

ensured that we have the tools and

resources in place to develop our

teams’ careers.

At Motorpoint we ensure that our

L&D strategy provides equitable

opportunity for our team to develop

and ultimately, progress in their

careers. Alongside this we offer a

number of personal development

courses for our teams to enhance

their skills, not only in the workplace

but also in their lives. We regularly

review and refresh the content of

our Learning Management System

to ensure that our teams have

access to up to date e-learning

courses that they can access at a

time to suit them.

The welcome I received was amazing. I felt

right at home as soon as I entered on my first

day. All senior staff I have met have introduced

themselves, which is really nice. Learning structure

was good with clear objectives. Overall – a great

experience so far.

Sales Executive, Ipswich

Motorpoint Group Plc Annual Report and Accounts 202448

We have focused on the

development of our leadership

teams throughout the year. All

of our leadership team have had

access to one to one coaching and

mentoring which has supported us

in providing a core bench of talent

for succession.

We are also increasing our focus on

apprenticeships and early careers. In a

world where vehicle maintenance and

preparation skills are in short supply,

we see this as a key part of our strategy

to build a leading team. This focus

extends across the business and we

have seen significant success of our

apprenticeship schemes within HR,

Finance and our administration teams.

Wellbeing

The wellbeing of our team members

has always been important to us at

Motorpoint. Happy and Supported

are two of our values and our focus

on the Virtuous Circle means we are

naturally concerned about how our

colleagues are feeling – emotionally,

physically, mentally and financially.

We have invested in mental health

first aid training and have made it

compulsory for all managers in the

business to be trained, as well as

training further team members in

each of our sites to be able to offer

support locally when needed.

Our One Big Dream scheme gives

the gift of time and flexibility, and

allows an individual to take time

out, once a month, fully paid, to do

something that matters to them.

In FY24, we offered over 16,000

hours of additional paid time off

to our employees as part of this

scheme. We only ask that employees

do something that will genuinely

drive their happiness. This benefit

has received immensely positive

feedback and has been used across

an array of activities. The diversity

of people’s selection demonstrates

just how important it is to apply the

flexibility to our employee benefits

in order to have a real impact on

personal wellbeing. We also give

extra leave for birthdays, moving

house and getting married.

We continue to partner with

Sovereign Healthcare to provide

a 24 hour employee assistance

programme for our team members.

This provides a counselling hotline

for team members with issues

across a wide range of subjects that

may be impacting their lives and

gives potential access to face to

face counselling if required.

We also provide financial support

via Sovereign Healthcare to all team

members for key health treatment

including optical support, physical

therapy and dental care.

Our benefits platform My M.O.T

(Motorpoint Offers and Treats)

provides our team members with

access to a wealth of information

and practical resources to assist

them with financial and physical

wellbeing. The platform also

provides team members with

discounts for hundreds of retailers.

Of course, one of the best ways

to ensure our team members’

wellbeing is to provide high quality

jobs that reward people well,

providing fulfilling and enjoyable

work in a supported environment

with high quality leadership.

This provides opportunities to

grow and develop personally and

professionally and that brings us all

the way back to the Virtuous Circle

and our Motorpoint values.

Motorpoint in the community

This year, we have significantly

increased our support and

involvement in the many

communities in which we work.

Local level

It is important to us that our stores

engage with a local charity that

resonates not only with the team

members of that store but also the

local community. Working with

numerous charities has not only

increased the store team charity

engagement but also built a greater

relationship with Motorpoint and

each of the communities.

It is important to engage with a local charity for each store that resonates not

only with the staff of that store but also the local community.

Environmental, Social and Governance (ESG) continued

49Strategic Report Governance Financial Statements Motorpoint Group Plc Annual Report and Accounts 2024

Our store leadership teams are

passionate about giving something

back to their local communities.

Our Oldbury store took part in the

Annual Dragon Boat race in support

of their charity partner, Birmingham

Children’s Hospital, raising £3,800.

Each year Birmingham Children’s

Hospital celebrates their biggest

fundraisers and with over £10k

raised for the charity to date,

Motorpoint was named one of the

‘Top 100 Heroes’ by the charity.

In Burnley our General Sales Manager,

Alan Young and Sales Manager,

Matthew Butterworth took on a

running challenge, raising over

£1,000 for Pendleside Hospice.

Our Ipswich team raised over

£2,000 for their charity partner,

St Elizabeth’s Hospice when the

team attended their Midnight Walk.

Arena tickets have been donated to

various other local charities for their

own fundraising activities with a

collective total of over £2,000 raised.

The Community Hero initiative was

created and run on social media

where the public could vote for their

local heroes to receive the prize on

offer – a Newport based foodbank

was gifted Cardiff arena tickets,

and 20 children were mascots at

Peterborough FC.

National level

Each quarter we have a nominated

charity on Workplace (our people

community platform), where ticket

raffle funds are sent. This has

been a new initiative that has seen

great support and as an example,

we raised over £300 for African

Adventures at the end of the year.

Team member level

We recognise that our team members

have busy lives and differing priorities

outside of the workplace. Many

of them will have causes that are

close to their hearts and personal to

them. To support them with this, we

continue to offer all colleagues the

opportunity to donate to these causes

via Payroll Giving.

Store Charitable partner Sponsorships

Birmingham Birmingham Children’s Hospital

Birtley St Cuthbert’s Hospice

Burnley Pendleside Hospice Burnley Golf Centre

Castleford Prince of Wales Hospice Snaith Football Team

Chingford Yardley School

Coventry Myton Hospice

Derby Derby County Community Trust

Nottingham Lions Wheelchair Basketball

Motorpoint Arena Nottingham

Derby County Community Trust

Panthers Ice Hockey Power Break

Edinburgh St Columba’s Hospice

Glasgow and Motherwell Beatson Cancer Care Calderbraes Football Team

Ipswich St Elizabeth’s Hospice

Maidstone Demelza’s Children’s Hospice MPE Football Team

Manchester St Ann’s Hospice Salvo Autism in Racing

Newport St David’s Hospice Care Newport FC Academy

Victor Karlaker – Bristol Pitbulls

Chloe Higgs – Ice Skater

Oldbury Birmingham Children’s Hospital Birmingham Hospital Rugby Team

Peterborough Sue Ryder Hospice Care

Portsmouth Pompey in the community

Sheffield St Luke’s Hospice Elsecar Main Football Team

Stockton on Tees JPC Community Farm

Swansea Maggies Cancer Care Morristown Football Club

Riley Powell – Pool Player

Widnes James Bulger Memorial Trust and

St Rocco’s Hospice

Motorpoint Group Plc Annual Report and Accounts 202450

We take our governance

responsibilities seriously and are

committed to promoting a culture

within Motorpoint where everyone

does the right thing and always

acts with integrity, aligned with

our shared values. We require

all employees and third parties

who act on our behalf to conduct

business with integrity, and to

take personal responsibility for

ensuring that our commitment to

sound and ethical business conduct

is delivered. ESG activities are

monitored at board level through

the ESG Committee.

Whistleblowing

We operate a confidential

whistleblowing hotline which is

available for all of our team and

our suppliers, to give them the

opportunity to raise any issues

about dishonesty or malpractice

within Motorpoint – the results of

which are independently collated

and submitted to the Risk and

Compliance Committee. The

Company Secretary reports regularly

to the Audit Committee and the

Board on whistleblowing matters.

Anti bribery and corruption

Motorpoint has a zero tolerance

policy in respect of bribery and

corruption and our anti bribery

policies and anti money laundering

policies are routinely communicated

to all employee. This extends to all

business dealings and transactions,

and includes a prohibition on

offering or receiving inappropriate

gifts or making undue payments

to influence the outcome of

business dealings.

Employees are required to disclose

offers of gifts, hospitality or other

incentives with a value of more

than £100. All employees receive

communication of the relevant

policies as part of the onboarding

process and new versions are sent

out if updated.

The Group does not make

political donations.

Treating Customers Fairly

Treating Customers Fairly (TCF) is a

regulatory requirement and applies

to all regulated firms in the conduct

of their business. The Financial

Conduct Authority (FCA) regards fair

treatment of customers by firms as

a key part of FCA regulation in the

retail market.

TCF is a core foundation of

delivering our retail proposition of

Choice, Value, Service and Quality,

and is thereby fundamental to

delivering long term business value.

To this end, the Board has reviewed

and maintained our Treating

Customers Fairly and Vulnerable

Customers policy. Through

concerted focus, TCF has become

an integral part of the culture and

is subject to frequent and rigorous

scrutiny within all forums that

consider, inter alia, customer facing

processes, employee remuneration,

and product selection. We are

committed to delivering the best

possible service to our customers,

with objectives across the business

reflecting this aim.

In particular, the following

business areas are under constant

review to ensure alignment with

Motorpoint’s business model,

customer requirements and the

regulatory environment:

• marketing practices, including

promotional material;

• sales processes, whether on site,

via the contact centre or digital;

• customer communications;

• record keeping; and

• complaints handling.

A review and reporting environment

has been developed to ensure that

Motorpoint’s high expectations are

met, and that all systems, people

and processes are supported

to achieve our TCF objectives,

including via:

• qualitative quality controls, such

as aftersale customer interviews

and mystery shops;

• quantitative quality controls,

such as cancellation rates for

products within their cooling off

period; and

• ongoing training and support for

our team, including personalised

and scheduled refresher training.

The Consumer Duty

The Consumer Duty is a suite of

regulations introduced by the FCA

that set a higher standard for the

treatment of consumers using

financial services and products.

The duty requires firms to put their

consumers’ interests first, making

it easier for them to make decisions

in their best interests and receive

good outcomes.

The duty sets an overarching

principle, cross cutting rules and

requires implementation across four

key outcomes. Below is an outline

of the duty and a description of how

Motorpoint governs its ongoing

compliance with the duty.

In January 2024, the FCA announced

that it would be carrying out a

review of historic motor finance

commission arrangements and sales

across several motor finance firms.

The Group believes that its historical

practices were compliant with the

law and regulations in place at that

time. The Group has acted as a

broker in transactions of this type,

rather than as a lender, and has

followed the rules set by the lender

at all times, and therefore concluded

that the level of risk for wrongdoing

to the Group is low.

Governance

Environmental, Social and Governance (ESG) continued

51Strategic Report Governance Financial Statements Motorpoint Group Plc Annual Report and Accounts 2024

Area Description Motorpoint Governance

The Consumer

Principle

This is the overarching principle that defines the purpose

of all of the Consumer Duty regulation, that ‘firms must

act to deliver good outcomes for retail customers’.

Motorpoint has a specific working

group covering all aspects of the duty.

The Cross

Cutting Rules

1. ‘Acting in good faith’ (e.g. not taking advantage

of any lack of knowledge on the consumer’s part)

2. ‘Avoiding foreseeable harm’ (e.g. performing

affordability checks prior to application)

3. ‘Supporting consumers in achieving their financial

objectives’ (e.g. providing a straightforward method

of cancelling a product should it be in the customer’s

interest to do so)

Governance is aligned with the cross

cutting rules of the consumer duty.

This included a process mapping

exercise ensuring complete coverage

of the legislation.

The Four

Outcomes

Product and services:

The actions required for this outcome will differ

depending on firm status as a manufacturer, co-

manufacturer, or distributor. Overall, it requires firms

to work to ensure the products and services they offer

are right for the end consumer and consider any

vulnerabilities their target market may have that can be

accounted for.

Price and value:

Firms should focus on the fair pricing of their products

and offering value for money. Firms should review

commission arrangements and for example, ensure they

do not encourage the sale of products that are not in the

consumer’s interest.

Consumer understanding:

The FCA feels the consumer is often placed at a

disadvantage due to a lack of knowledge about the

products or services a firm is selling, while the firm

has the greater understanding. This outcome serves to

make firms address this imbalance to allow consumers

to make informed decisions. This could take the form of

providing further information in an easily digestible and

accessible way when it is most relevant to the consumer.

Consumer support:

This outcome includes the numerous ways in which firms

act to communicate with consumers and provide their

services. There should be straightforward processes.

The key message from the FCA here being that it should

not be any more difficult to cancel, switch or complain

about a product than it is to purchase it initially.

As a part of Motorpoint’s

implementation plan for the consumer

duty, a full review of the customer

journey has taken place to ensure all

four outcomes are appropriately in

line with the legislation.

The working group worked with

the business to ensure that the

customer journey remains under

constant review and has a governance

structure in place that ensures

continued compliance with

the legislation.

Motorpoint has worked closely with

its product suppliers (lenders) for

regulated consumer products and

ensured that the findings from the

lenders in respect of the consumer

duty were included within our

customer journey governance.

Human rights

Motorpoint conducts business in an ethical manner and adheres to policies which support recognised human rights

principles. We continue to address the risks of modern slavery and human trafficking, with the Board debating and

adopting the annual Anti Slavery Statement and raising awareness of the risks across the business. We work with

our suppliers to protect workers from abuse or exploitation by communicating to them the terms of our Anti Slavery

Statement and request their adherence to our policy.

A statement of the Group’s compliance with the Modern Slavery Act 2015 can be found

on the Group’s website at | www.motorpointplc.com

Motorpoint Group Plc Annual Report and Accounts 202452

Task Force on Climate related Financial Disclosures (TCFD)

We support the Task Force on Climate related Financial

Disclosures (TCFD) and its recommendations. We are

making TCFD disclosures consistent with the 11 TCFD

recommendations, in line with our prior year commitments and

consideration of the all-sector guidance and the Guidance on

Metrics, Targets and Transition Plans. We fully comply with all

areas except the guidance on transition plans. Due to adverse

operating and marketing conditions in FY24, the transition

plan project was delayed. We plan to work with a third party

to develop a carbon transition plan in line with the transition

plan taskforce during the next financial year.

We recognise that climate change is the most serious

challenge to the global community, and we understand

we have a role to play in reducing greenhouse gas

emissions and striving for change in the industry. The

effects of a transitioning economy will directly affect the

motor industry throughout the value chain, evidenced by

Governance pillar

the UK Government’s commitment to the end of the sale

of conventional new petrol and diesel cars by 2035. We

are committed to continuously measuring and assessing

the impacts of climate risks and opportunities across our

operations, physical locations and supply chains.

Board of Directors

• Ultimately responsible for the oversight of climate related risks and opportunities, with escalation via the

Group Risk and Compliance Committee

• CFO is climate related risk owner

Environmental, Social

and Governance (ESG)

Committee

• Assessing the Group’s

environmental sustainability

strategy, including

oversight of metrics and

targets supporting carbon

reduction ambitions

Working groups

• Cross functional working

groups support ESG

Committee on topical

issues, for example the

development of an electric

vehicle (EV) strategy

Delegates responsibility to

committees

Escalation to Board via Risk

and Compliance and ESG

Committee

Risk and Compliance

Committee

• Delegated responsibility

for identification,

management and

assessment of Group risks

Finance

• Finance team supports CFO

who is climate related risk

owner, including ensuring

controls and procedures are

established to oversee climate

related risks and opportunities

Audit Committee

• Twice yearly overview

of the risks facing the

organisation, including

climate change risk

Site managers

• Oversight of environmental

data and their relative

performance against

targets

Management monitor, manage and oversee climate related risks and opportunities producing

management information for committees

53Strategic Report Governance Financial Statements Motorpoint Group Plc Annual Report and Accounts 2024

a) Describe the Board’s oversight of climate related risks and opportunities

Board of Directors

The Board of Directors is ultimately responsible for the oversight of our climate related risks and opportunities

impacting the Group. This includes Motorpoint and Auction4Cars.com. All areas of the business have been

considered in the assessment of climate related risks and opportunities.

The Board of Directors met nine times in FY24. The climate related areas considered by the Board in the year are

summarised in the table below.

Climate related risk register

CFO, Chris Morgan, owns climate related risk register

Oversight of climate risks and opportunities through escalation via the Risk and

Compliance Committee

Review and approval of annual

budgets, longer term financial

and strategic planning

Climate related matters are considered in strategic business decisions, including

considering trade offs associated with risks and opportunities. This includes

capital investments, for example in electric charging infrastructure

Derby flooding

Review and approval of the business interruption insurance claim including

impact of flood on business activities, estimated losses and results of insurance

claim and future insurance availability. Assessment made over other potential

store vulnerabilities in respect of flooding alongside rollout of revised emergency

response plans at all locations

Metrics and targets

Review and approval of final metrics for Scope 1 and 2, and business

travel for inclusion in annual reporting as the metric linked to executive

remuneration bonus

Review and approval for other ESG metrics, including Scope 3 reporting

The Board is supported by three committees who have delegated responsibility over various aspects of governing the

Group’s climate related risks and opportunities.

Audit Committee

The Audit Committee provides twice yearly overviews of the risks facing the organisation, including climate change.

The Audit Committee reviewed the FY24 TCFD disclosure. The Audit Committee has reviewed the work performed

by the Group in respect of ESG matters and the oversight provided from the internal and Plc ESG Committees.

Executive Risk and Compliance Committee (Risk Committee)

The Risk Committee has delegated responsibility for the identification, management and assessment of the Group’s

climate related risks and opportunities. This is supported by quarterly reviews of the Group’s emerging risks, and

twice yearly reviews of the principal risks. Please see the risk management pillar for further information on the risk

management process. Climate change is included as a principal risk.

Environmental, Social and Governance Committee (ESG Committee)

The ESG Committee is responsible for assessing the Group’s environmental sustainability strategy. The relevant areas

considered by the Committee are set out in the governance pillar table.

Metrics and targets

Oversight of carbon emissions including Scope 1, 2 and 3

Review of strategy for future assurance of Scope 1 and 2 carbon data

In the next financial year, create a credible transition plan supported by targets

to ensure the Group can track its progress to meet the UK Government’s net

zero commitment. The ESG Committee will oversee execution of the transition

plan, including review of regular status reports and progress towards climate

related targets

Skills and resources

Review of internal and external capacity and/or skills to deliver ESG strategy

Remuneration Committee

In FY24, the Remuneration Committee established an executive management remuneration linked to climate

related considerations. The Committee will monitor the performance and remuneration outcomes. The target for

executive management is linked to an intensity emission reduction for Scope 1 and 2 carbon emissions against the

previous year.

Skills and competencies

The Board has sufficient expertise and experience in climate change to oversee the governing of climate related risks

and opportunities. The Chair of the ESG Committee has sufficient experience in ESG and climate change.

All new Directors have a balanced induction and skills review including experience in ESG and climate change.

Governance pillar continued

Motorpoint Group Plc Annual Report and Accounts 202454

The Non Executive Director and

Chair of the ESG Committee shares

experience with other Directors

and management.

b) Describe management’s

role in assessing and

managing climate related risks

and opportunities

Management’s role is to ensure

that the day to day management

of climate related risks and

opportunities are delivered alongside

the overarching Group strategy.

In the financial year, the Head of

Sustainability left the business.

The CFO has ownership of the

sustainability strategy and climate

related risk register. The CFO is

supported by the finance function

and external consultants to measure

and report on GHG emissions,

including Scope 3 emissions.

Task Force on Climate related Financial Disclosures (TCFD)

continued

The finance function is also

responsible for understanding the

financial impact of the Group’s climate

related risks and opportunities.

Detailed analysis has been performed

to understand the financial impact

from the Derby flooding.

Store, preparation centre and Head

Office managers have increased

oversight of environmental data and

their relative performance against

targets. Data analytics software data

shows heat maps of energy usage to

support energy reduction actions.

We launched a league table for

stores to compare energy, water

and waste data across all stores.

Managers have indirect performance

targets through energy reduction and

the impact on site profitability.

All the Group’s functions are

responsible for implementing risk

management practices as defined

in the risk management framework,

including in relation to climate

related risks and opportunities.

The CFO owns the risk register

and is supported by functional

management to implement

mitigation strategies. For example,

operations have supported with

the development of emergency

response plans. Management

reports into the Risk Committee.

Multidisciplinary working groups

support and report into the ESG

Committee with the implementation

of the ESG strategy. Previous

working groups have supported with

the rollout of EV technical training.

We are establishing a working group

to support the carbon reduction

plan, who will have accountability

for the execution of the plan.

Our climate change strategy is

underpinned by our desire to reduce

the carbon we produce significantly.

In addition, we ensure climate

related risks are managed within

our risk appetite and opportunities

are identified and maximised.

Our commitment to ESG,

particularly climate related issues,

is a key consideration in all decisions

made at Motorpoint.

a) Describe the climate related

risks and opportunities the

organisation has identified

over the short, medium, and

long term

The risk management pillar

explains the process undertaken

to identify climate related risks

and opportunities.

The climate related risks and

opportunities have been identified

across short, medium and long term

time horizons. We have revised the

time horizons compared to last

year’s TCFD report due to changes

in the UK regulatory landscape,

for example the zero emission

vehicle mandate.

Short term

Next three years

(2027)

The short term period impacts our immediate business strategy and

financial planning

Medium term

2027 to 2035 The medium term period covers our medium term strategy including targets

for the 2030 estate. We expect there to be a significant adoption of electric

vehicles (EVs) over this period due to the zero emission vehicle mandate

Long term

Beyond 2035 The long term period includes our longer term carbon reduction target date.

As we offer nearly new cars, a significant amount of our sales will be from EV

beyond 2035

Strategy pillar

Governance pillar continued

The risk and opportunity tables describe the climate related risks and opportunities identified over the short, medium

and long term. Section c) of the strategy pillar explains the climate scenarios we have considered to determine which

risks and opportunities could have a financial impact across the timelines. Motorpoint operates in one sector and is a

UK based business. The risk identification considers all areas of the business.

Risk grading is consistent with the wider Group. The minimum risk recognition limit for a low risk is greater than 0% chance

of crystallisation and a 2% of greater impact on key financial targets specific to the risk. The risk dynamic risk scoring

considers likelihood and impact before mitigations. The climate scenario analysis has been presented using two scenarios:

Net zero emissions by 2050 (NZE): A below 2°C scenario

Stated policies scenario (STEPS): Warming above 2°C expected

As shown on the table on page 58, we have modelled a range of Representative Concentration Pathways (RCPs) to

understand our exposure to physical climate risks, including RCP 2.6, 4.5 and 6.0.

55Strategic Report Governance Financial Statements Motorpoint Group Plc Annual Report and Accounts 2024

Risk Risk area

Climate scenario

with greatest

impact Risk description

Dynamic risk scoring

Short Medium Long

Transition

Policy and

legal

NZE Risk of increased taxation as the

government aims to meet its own

climate change commitments.

Key areas relating to Motorpoint include:

• Increased taxes for energy

• Vehicle fuel taxes

• EV mandates

• Overall ‘carbon tax’

This may impact operational costs through

carbon and energy taxes.

Risk is greatest in the short term due to political

landscape and policy gap to meet UK net

zero targets.

Technology

and market

risks

NZE Increased costs from increased demand of

energy usage at sites due to charging of EVs

and offering charging services to customers.

Electricity costs may increase if reliant on the

national grid due to taxes or resource shortages.

Sales in the short term are expected to have a

larger proportion of internal combustion engine

vehicles. Risk increases in medium to long term

as EV offering increases.

Technology

and market

risks

NZE We currently offset our operational carbon

emissions. There may be increased costs for

carbon offsetting. We may not be able to reach

net zero without offsetting due to certain Scope

3 categories (emissions from vehicles sold

or logistics).

Scenario analysis into the UK carbon market

suggests the price of carbon may increase in

the medium to long term.

Reputational

risks

NZE Customers or other stakeholders lose

confidence in the brand as Motorpoint does

not respond effectively or urgently to public

concerns over climate change. This could

impact our ability to attract and retain talent.

Risk is greatest in the short term as sales are

expected to have a larger proportion of internal

combustion engines. Risk decreases in the

medium to long term as we implement our

ESG strategy.

Key to risk scoring High Low Medium

Strategy pillar continued

Motorpoint Group Plc Annual Report and Accounts 202456

Strategy pillar continued

Risk Risk area

Climate scenario

with greatest

impact Risk description

Dynamic risk scoring

Short Medium Long

Physical

risks

Acute

risks

STEPS Risk of action from climate action groups

disrupting the business due to operating in sector

perceived to be harmful (e.g. private vehicles).

Risk is greatest in the short term as sales are

expected to have a larger proportion of internal

combustion engines that may be of focus for

climate action groups.

All climate

scenarios

Extreme weather events could lead to site and

inventory damage. In the year, a flooding event

at Derby led to stock write off, damage

to infrastructure, closure of branch leading

to some loss of earnings, and increased

insurance premiums.

Extreme weather events could impact sales or

inventory in all time horizons.

All climate

scenarios

Extreme weather events could cause significant

supply chain disruption affecting Motorpoint’s

ability to move cars quickly and efficiently. We

would expect this to impact logistics providers.

Extreme weather events could impact suppliers

across all time horizons.

STEPS Extreme weather events could increase

competition for land use, affecting Motorpoint’s

ability to expand to new sites. There may be

additional due diligence costs, flood mitigation

costs and premiums on land deemed to be

lower risk.

We expect this risk to increase over time

because of availability of insurance and

increased flood risk, evidenced through climate

scenario analysis.

Chronic

risk

All climate

scenarios

Material rise in sea levels leading to changed UK

landscape; site relocation and/or supply chain

alterations is required.

Climate scenario analysis suggested material

rise in sea levels will occur over the longer term.

Task Force on Climate related Financial Disclosures (TCFD)

continued

Key to risk scoring High Low Medium

57Strategic Report Governance Financial Statements Motorpoint Group Plc Annual Report and Accounts 2024

Strategy pillar continued

Four risks included in our FY23 disclosure no longer meet minimum risk thresholds for a low risk. We will continue to

monitor the risks through horizon scanning, as explained in the risk management disclosure on page 60.

Risk description Rationale

Policy changes deter the need for private

vehicle ownership

The Government has made limited investments into viable alternatives

to car ownership (e.g. High Speed 2)

Not meeting increased demand for

electric and alternate fuelled vehicles

leading to loss of market share

We have classified this as an opportunity as we have a diversified

car acquisition strategy and invested into training for technicians to

service EVs

Customer finance availability is limited

because alternative fuel cars are more

expensive than traditional petrol/diesel

cars in relation to earnings and lenders are

not confident over battery degradation

Relative cost of EVs is reducing compared to combustion engine

vehicles. The finance terms for nearly new vehicles are within

manufacturer warranty

Failure to attract and retain investors

due to poor ESG or climate change

performance

We have classified this as an opportunity under the brand area. We

will continue to monitor changing expectations for sustainability and

climate change performance

Opportunities

Area Opportunity Time horizon Relative impact

Competition

and market

To take market share by being a leader on zero emission vehicles achieved

through a diversified product acquisition strategy and investment in

green skills for our employees. There are additional opportunities for

offering products or services to support customers with electric vehicles

(e.g. home charging units)

Medium

term

Medium

Supply chain

Opportunity to maximise sustainable supply chain, leading to reductions

in energy and carbon use. For example, in FY24 we moved to a new

logistics provider. We are already benefiting from a more efficient logistics

fleet and expect further improvements from developments in heavy

goods vehicle (HGV) fleet

Medium

term

Medium

Brand

Reputation advantage for being a sustainable company and achieving

ESG strategy. This could be through lower interest rates from

sustainability linked loans, or increased sales as Motorpoint is perceived

as a more sustainable company than peers

Medium

term

Low

Locations

Increased opportunity to have more sustainable footprint through investments

in renewable energy generation, and energy efficiency measures

Long

term

Medium

b) Describe the impact of climate related risks and opportunities on the organisation’s business,

strategy, and financial planning

During the year, we undertook an exercise as part of our financial planning to assess future cash flows across multiple

climate scenarios. The assessment ensures climate related risks have been incorporated into the assessment of

impairment reviews.

The findings from this work are included in section C of the strategy pillar. There is no significant risk of impairment to

our future operating model assets or any short term risk identified indicating a possible impairment over assets. There

are no current impacts on access to capital, investment into research and development or direct impacts within our

climate change due to climate related matters.

Our strategy is to improve the energy efficiency of our estate as we offer lower emission vehicles to customers. This

year we established a league table for our stores across environmental metrics to drive internal competition. We

currently purchase renewable energy through renewable energy guarantee of origin but in the longer term, we plan

to look at the most optimal way of achieving net zero over Scope 1 and 2 emissions in our transition plans. One option

would be to invest in our own renewable energy production.

Our Derby store was impacted by a flooding event in the year. There was an exceptional write off of £6.0m relating

to insured assets held at the Derby store, with £5.6m recovered through insurance proceeds. Insurance premiums

have increased, albeit not materially, as a result of the flooding event. In addition, a number of actions are in place to

limit exposure to any future events in the Derby store. We have developed emergency response plans for all stores,

including detailed flood recovery plans for potentially affected stores. Increased insurance costs are modelled in our

scenario analysis.

Motorpoint Group Plc Annual Report and Accounts 202458

c) Describe the resilience of the organisation’s strategy, taking into consideration different climate

related scenarios, including a 2°C or lower scenario

Approach to scenario analysis

We have considered different climate related scenarios, including a 2°C or lower scenario to assess our resilience of

our strategy. We have used a combination of data sources to make this assessment including the International Energy

Agency (IEA) scenarios’ net zero emissions by 2050 and stated policies.

We have used our target operating model for 2030 which assumes medium term growth goals and an increase

in footprint.

Net zero emissions by 2050 (NZE) Stated Policies Scenario (STEPS)

Description of scenario

A scenario which sets out a pathway for the global

energy sector to achieve net zero CO

emissions

by 2050.

This scenario could be achieved through an early

action or late action pathway.

There will be policy and market changes to

restrict global emissions. Early action assumes

early adoption of policy interventions. Late action

assumes a more extreme reduction pathway into

the 2030s.

The IPCC Sixth Assessment Report on Mitigation

of Climate Change, released in April 2022,

assessed many scenarios that led to at least a

50% chance of limiting the temperature rise to

1.5°C in 2100. The NZE Scenario trajectory is well

within the envelope of these scenarios. IEA (2022),

Global Energy and Climate Model, IEA, Paris

https://www.iea.org/ reports/global-energy-and-

climate-model, License: CC BY 4.0.

This climate impact scenario, current policy settings based

on a sector by sector and country by country assessment

of the specific policies that are in place lead to a world

with increasing physical climate change impacts owing to

warming increases beyond 2°C.

There may be no additional action by governments,

leading to significant physical climate risks.

Data sources used

The IEA World Energy Outlook for Net Zero Emission by 2050 (NZE) and Stated Policies Scenario (STEPS) is

used for understanding energy transitions and electricity cost pathways.

We used the Climate Biennial Exploratory Scenario for early action, late action and no additional action

scenarios. We have modelled the impact of carbon price ranging from 28 USD to 301 USD. A limitation of this

data set is that is not updated annually.

Climate Impact Explorer is used for physical climate risks. We focused on flood risk through land fraction

annually exposed to river floods and surface run off. We have considered a range of RCPs, including RCP 2.6,

4.5 and 6.0. The financial impact has been modelled by assuming an increase in insurance cost, based on

experience drawn from the Derby flood event and results of the scenario analysis.

We used Climate Central for considering the risk from sea level rise. The data used for the analysis considered

‘Current Trajectory Scenario’ (SSP3-7.0) and ‘Deep and Rapid Cuts’ (SSP1-2.6).

Risks modelled

We have modelled the following risks or opportunities across all scenarios:

• Increase sales of EVs vehicles: projections from the Net Zero Emission mandate and age profile of

our vehicles

• Policy changes for a carbon price on all Scope 1 and 2 carbon emissions: using carbon price and a

modelled carbon reduction pathway and voluntary offsetting for residual Scope 3 emissions from Internal

Combustion Engine Vehicles (ICE)

• Cost increases from electricity: using IEA projections for electricity cost increase

• Failure to attract or retain investors: Impact on reduced earning overall through WACC calculation

• Physical climate risk increase insurance costs: Modelled increase in insurance costs

Task Force on Climate related Financial Disclosures (TCFD)

continued

Strategy pillar continued

59Strategic Report Governance Financial Statements Motorpoint Group Plc Annual Report and Accounts 2024

Strategy pillar continued

Net zero emissions by 2050

(NZE)

There is a risk of increased taxation

or other policy mechanisms in the

UK as the Government aims to meet

its own climate change obligations.

We have assumed a universal carbon

price would be established for

Scope 1 and 2 emissions. There will

be increased costs in this scenario

as the carbon price is expected to

increase up to 301 USD per tonne

of carbon emissions. The costs are

not expected to be material to the

Group without mitigations. However,

we have met our target to reduce

our operational carbon emissions

by 10% a year based on our intensity

ratio. We have achieved this in

previous years through investment

in site based sustainability forums

and engagement with site managers

to reduce energy consumptions in

their respective locations.

We have also assumed that there

would be a requirement for all

sold vehicle emissions from ICE

vehicles to be offset or sold at

zero emissions. By 2035, a greater

proportion of our sales will be zero

emissions vehicles. However, this

proportion will likely be lower than

expected in previous years because

of delays in the adoption of EVs

through the ‘Net Zero Mandate’. We

have therefore modelled the impact

of a carbon price impacting the ICE

vehicles sold as part of our Scope

3 footprint. We also factored in an

increased cost of electricity in line

with the modelled price increase in

the IEA NZE scenario for early action

and late action. The late action

scenario assumes carbon prices

will increase significantly by 2035.

We have mitigations in place to

reduce the risks from the increased

sales proportion for used EVs. For

example, we have a diversified EV

acquisition strategy. In addition,

there are improvements being made

to the efficiency of ICE vehicles by

manufacturers. In the longer term,

we expect substantially all vehicles

sold by 2039 to be zero emission

unless there is a change of strategy.

Motorpoint could expect greater

carbon costs and energy costs

under the scenario. This would

increase operating expenditure.

However, the model showed

the business would be resilient

enough to cope with the costs of

transition and energy costs. Our

own operating carbon emissions are

reducing through investment made

in energy efficiency measures and

more granular monitoring of site

level data.

There is a risk from physical damage

to stores and preparation centres

even in the net zero emission

scenario. In the medium term, there

is a lower exposure to increased

flood and sea level risk. However,

by 2050, at least three sites will

have an increased risk of flooding.

In this scenario, we have assumed

an increase in insurance costs. We

have developed business continuity

plans for higher risk sites and can

divert sales to nearby sites if there is

a short term flooding event.

Stated Policies Scenario (STEPS)

Under this scenario, Motorpoint

will experience lower transition

risks in the short and medium term.

Offsetting costs would likely be

due to voluntary action rather than

a mandatory carbon tax. There

is a lower carbon price expected

in this scenario. Electricity costs

are expected to increase, but to

a lesser extent compared to NZE.

The Government targets for sales

of new zero emission vehicles

may be missed. This would reduce

availability of NZE vehicles,

increasing our Scope 3 emissions

from vehicles sold. Overall, the costs

from energy and carbon would be

lower in this scenario.

We expect there to be greater

physical risks to stores and our

supply chain. Our modelling in

this scenario still assumes that

Motorpoint can continue to

operate. Climate scenarios may

not incorporate climate ‘tipping

points’ that could accelerate climate

impact and economic damage.

We will continue to review our

climate scenarios for updates to

assumptions. The physical risks

are mitigated as Motorpoint is a

UK based business. However, there

could be impacts to the wider motor

vehicles sector under this scenario.

We have modelled flood risk and sea

level increase. In 2030, there is a

lower risk of flood risk, surface run off

and sea level increase. In 2050 and

RCP 6, 17 locations have an increased

risk of surface run off. These are

locations with a medium or high

exposure. This could increase the risk

of localised flooding. In response to

this risk, we have developed business

continuity plans considering local site

knowledge. Three sites are at higher

risk of sea level rise by 2050. This is a

longer term risk and we will continue

to monitor our estate portfolio

and assess new site locations for

exposure to physical risks.

Motorpoint Group Plc Annual Report and Accounts 202460

Task Force on Climate related Financial Disclosures (TCFD)

continued

During the year, the Board has

discussed climate change related

matters. Risks and opportunities

have been identified from the effects

of transitioning to a lower carbon

economy and because of physical

climate risks. The risks have been

through a process of review from

both the Group Risk and Compliance

Committee (Risk Committee), and

the Audit Committee.

a) Describe the organisation’s

processes for identifying and

assessing climate related risks.

Our approach to risk management

is summarised on page 66. Climate

related risks are identified and

assessed using this process to

determine the relative significance

against other risks. Climate related

risks are identified through scanning

the external environment and the

Group strategy. This includes horizon

scanning for existing and emerging

regulation and reviewing UK climate

change studies, for example the ‘UK

Government Climate Risk Assessment’.

The ongoing management of climate

risks is performed through the

quarterly review of the Group’s risks

in the Risk Committee. Climate risks

are within the scope of the Group’s

emerging risk process which feeds

from function level risk management

and considers Group strategy. The

assessment of climate risk is informed

by the ESG Committee, who also meet

quarterly. The involvement of the ESG

Committee ensures there is sufficient

skills and experience to identify and

assess climate related risks.

A separate climate risk register

is maintained. We reviewed the

risk register as part of the annual

TCFD process, with impact ratings

reassessed because of the scenario

analysis performed. We have

increased the impact of the physical

risk of climate change leading to

damage to branches due to the

impact of flooding in the year.

All climate related risks and

opportunities are mapped to

principal risks within the climate risk

that are no longer considered or are

emerging risks within the register.

b) Describe the organisation’s

processes for managing

climate related risks.

Motorpoint responds to risks through

planning future actions based on the

current risk assessment and the target

risk level, in line with risk appetite.

The ESG Committee meets quarterly

and oversees the ESG strategy.

This includes ensuring Motorpoint

achieves carbon reduction targets

and wider environmental goals. This

is supported by the finance function

who is responsible for monitoring data,

supported by external consultants.

Ongoing management of risks

is performed in line with our risk

management framework. Where

assessed to be above minimum risk

recognition limits for a low rated

risk (greater than 0% chance of

crystallisation in the time horizon

considered and 2% or greater impact

on key financial targets specific to

that risk) and outside of appetite,

steps are taken to agree mitigating

actions to bring the risk exposure to

within appetite. This also provides

a framework to prioritise climate

related risks.

All the climate related risks identified

in the register of climate risks are

related to the Group’s principal risks,

which have their own wider controls

and mitigating activities. As such,

the climate related risks include

mapping to the relevant principal

risk. Details on mitigating activities

for the Group’s principal risks is

held within the principal risks and

uncertainties (PRUs) database.

This year, we identified climate

change as a principal risk. Flood risk

is also included in the Group risk

the risk from flooding is to develop

emergency response plans for higher

risk sites. Both risks will be monitored

to review the development of risks

over time through tracking key risk

indicators. For flood risk, this includes

monitoring insurance premiums.

c) Describe how processes

for identifying, assessing,

and managing climate related

risks are integrated into the

organization’s overall risk

management.

Our process to identify, assess

and manage climate related risks

is fully integrated into the overall

risk management process. The

thresholds for minimum risk register

for the overall risk management is

up to three years. The climate risk

and long term time horizons.

Risk measurement and assessment

is defined in the risk management

framework and all of our climate

related risks were assessed in line

with the defined criteria for assessing

emerging risks to the business in the

risk management plan.

Our risk management framework

states that risks are managed on

an integrated basis throughout

our organisation and as such,

function level risk registers were

updated during the year to ensure

consideration of new and emerging

risks, including climate related risks,

where appropriate. There are clear

escalation routes in place from

the functional management to the

Risk Committee.

Risk management pillar

Metrics and targets

The Group has metrics and targets that facilitate the measurement of the impact on the environment.

a) Disclose the metrics used by the organisation to assess climate related risks and opportunities

in line with its strategy and risk management process.

The Group monitors metrics to assess the impact of climate related risks and opportunities. Some of the metrics are

internally monitored as part of the risk management process.

The ESG Committee monitors metrics and targets to provide oversight and governance. The finance function supports

the day to day management of the metrics and targets and to aid the financial review of climate risks. The metrics

have been mapped to our risks and/or opportunities because they help us understand our impact in areas of strategic

importance. The Executive Directors’ annual bonus has a 10% weighting to the reduction of Scope 1 and 2 emissions

against the previous year.

61Strategic Report Governance Financial Statements Motorpoint Group Plc Annual Report and Accounts 2024

Metrics and targets continued

Risk or opportunity Metric Use

Risk: Increased costs from increased demand

of energy usage at branches due to charging

of EVs and offering charging services

to customers

GHG emissions (CO

Scope

1 and 2) as disclosed in the

SECR statement

Key Performance Indicator and

disclosed as part of SECR

See page 41

Opportunity: Increased opportunity to

have more sustainable footprint through

investments in renewable energy generation,

and energy efficiency measures

Intensity Ratio as disclosed in the

SECR statement

Key Performance Indicator and

disclosed as part of SECR

See page 41

Risk: We may not be able to reach net zero

without offsetting due to certain Scope 3

categories (emissions from vehicles sold

or logistics)

Absolute Scope 3 emissions External reporting on Scope 3

emissions

See page 41

Risk: Extreme weather events could lead

to site and inventory damage

Insurance premiums Key risk indicator to monitor

the financial impact of extreme

weather events

Opportunity: To take market share by

being a leader on zero emission vehicles

achieved through a diversified product

acquisition strategy

Market share of nearly new zero

emission vehicles

Internal key performance indicator

to monitor climate related

opportunities supporting the low

carbon economy

The environmental metrics are included in our Environment report including waste management metrics.

In FY25, we will consider the metrics suggested as part of the International Sustainability Standards Board. We do not

currently use an internal carbon price.

b) Disclose Scope 1, Scope 2 and, if appropriate, Scope 3 greenhouse gas (GHG) emissions and

the related risks

The Scope 1, 2 and Scope 3 greenhouse gas (GHG) emissions are included in the SECR disclosure on page 41.

The methodology used to calculate the greenhouse gas emissions is aligned to the GHG Protocol and

is included in the SECR disclosure.

We have not obtained limited assurance over our Scope 1 and 2 greenhouse gas emissions but expect to do this in

the future to ISAE 3000 standard.

FY24 FY23* %

Total Scope 1 and 2, Business Travel (tCO

e) 2,786 3,216* -13.4%

Intensity ratio – Total Scopes 1 and 2,

Business Travel (tCO

e/Floor Area – sq ft) 0.00332 0.00387* -14.2%

* The FY23 SECR has been restated following data enhancement resulting in a more accurate split of total emissions.

Further details are included in the SECR disclosure.

We met the target to reduce emissions on an intensity basis of 10% a year. This was due to the success of our

business partnering activity, working with managers to find ways to reduce gas and electricity usage. Scope 3

emissions from business travel also reduced in the year.

We have reported on nine additional areas not in our SECR reported emissions that are relevant to our value chain.

FY24 FY23* %

Total Scope 3 370,071 465,975 -25.8%

c) Describe the targets used by the organisation to manage climate related risks and opportunities

and performance against targets.

We have a target set to reduce our intensity ratio of total Scope 1 and 2 and business travel divided by the total floor

space of the business (tCO

e by sq ft) by 10% a year. This metric allows us to compare performance against previous

years if our estate increases. The target helps to manage the risk of increased costs from the demand of energy

usage at stores due to charging of EVs and offering charging services to customers. We will set a longer term target

as we aim to develop science based targets.

We have linked our carbon reduction target with executive pay, as described in our governance pillar disclosure.

We are working with an external consultant in FY25 to produce a carbon transition plan. This will include a longer

term carbon reduction target and a Scope 3 emissions reduction target.

We have not set a target for percentage of revenue from zero emission vehicles as this is driven by manufacturers’

sales and the vehicles available on the nearly new market.

Motorpoint Group Plc Annual Report and Accounts 202462

Financial review

Group financial

performance headlines

Revenue reduced to £1,086.6m

(FY23: £1,440.2m) reflecting the

shrinkage of the nearly new used car

market and economic headwinds.

Retail units sold fell from 57.3k in

FY23 to 52.6k, although we returned

to year on year growth in the final

quarter. Affordability became an

increasingly big issue for consumers,

and we prioritised stock mix with less

expensive vehicles. Consequently,

during FY24, we have relaxed our age

and mileage criteria to ensure that

we have the vehicles that customers

desire and can afford.

Gross profit was £73.1m (FY23:

£85.7m). Gross margin improved in

the year to 6.7% (FY23: 6.0%), largely

due to our focus on improving

metal margin, which includes using

data to determine optimum pricing

at a given time, as well as the

introduction of an administration

fee, which is now in line with much

of the market. Finance commission

per vehicle sold reduced, following

the fall in the average selling prices

and the impact of increased APRs.

Despite inflation, operating expenses

before exceptional items reduced by

8.0% to £72.9m (FY23: £79.2m), largely

reflecting a decrease in headcount

and lower marketing spend.

Net exceptional expense before

taxation of £2.2m (FY23: £Nil) largely

relates to costs following a one-off

restructuring review in the year with

the balance relating to the costs of

the previously announced Derby

flood and related insurance receipts.

Strong final quarter with

growth in retail units

sold, improved margins

and a subsequent

return to a profitability,

following a challenging

year influenced by

economic headwinds.

External headwinds

impacted profitability.

Business rightsized and

good cash generation

We have relaxed our age

and mileage criteria to

ensure that we have the

vehicles that customers

desire and can afford.

Chris Morgan

Chief Financial Officer

63Strategic Report Governance Financial Statements Motorpoint Group Plc Annual Report and Accounts 2024

Retail customers Wholesale customers Total

FY24

£m

FY23

£m

FY24

£m

FY23

£m

FY24

£m

FY23

£m

Revenue 931.1 1,175.7 155.5 264.5 1,086.6 1,440.2

Gross profit 64.3 74.5 8.8 11.2 73.1 85.7

As a consequence of the

challenging external conditions,

loss before taxation and exceptional

items was £(8.2)m (FY23: £(0.3)m).

Despite the lower profitability, and as

management took decisive action,

net cash excluding lease liabilities,

improved to £9.2m at the year end

(FY23: £5.6m).

Trading performance

The Group has two key revenue

streams, being (i) vehicles sold to

retail customers via the Group’s

stores, call centre and digital

channels, and (ii) vehicles sold to

wholesale customers via the Group’s

Auction4Cars.com website.

Retail

Revenue from retail customers

was down 20.8% to £931.1m (FY23:

£1,175.7m), with 52.6k (FY23: 57.3k)

vehicles sold (a fall of 8.2%). The

remainder of the revenue fall

reflected the lower price of vehicles

sold. The year on year trend

improved from a fall of 18.4% in the

first half, with growth of 8.9% in the

final quarter. Consumer demand has

picked up, and we have benefited

from the numerous enhancements

made to our digital presence during

the past year which, among other

things, is generating significantly

more website traffic. In the year,

32.4% of vehicles were sold online

and we continue to see around

two thirds of customers wanting

the store experience for their

vehicle purchase.

Gross margin of 6.9% was a good

improvement given the headwinds

experienced (FY23: 6.3%), with

the strengthening of metal margin

offsetting the impact of higher APRs

on finance commission. We have

seen a fall in attachment rates due

to the higher cost of finance.

Finance per vehicle sold therefore

decreased in the period, following

this increase in interest rates and

lower price points, reflecting mix and

deflation. Penetration was 46% (FY23:

56%). Our APR finance rates continue

to be competitive despite increasing

from 11.9% to 12.9% at the start of

October 2023.

We continue to develop our

customer proposition and have

added a new three year warranty

product which has been well

received by our customers and

has offset the removal of our asset

protection product following

FCA instruction to all insurers to

voluntarily withdraw the product.

Our 20th and newest store opened

in May 2023 in Ipswich. During the

year, we also disposed of the lease

for our unopened property in Milton

Keynes. This was a site we acquired

in FY23 but had not incurred any

material development costs.

Motorpoint Group Plc Annual Report and Accounts 202464

Wholesale

Wholesale revenue via

Auction4Cars.com, which sells

vehicles that have been part

exchanged by retail customers, or

directly purchased from consumers,

decreased by 41.2%. With the

relaxation of the retail age and

mileage criteria, the number of

vehicles sold through the wholesale

channel significantly decreased.

Around 25.4k vehicles were sold

via this purely online platform.

Gross margin of 5.7% (FY23: 4.2%)

improved from the previous year

with greater focus on reducing the

number of loss making vehicles sold

through this platform.

Operating expenses before

exceptional items

Our cost management remains

tightly controlled, with notable

savings achieved in people

costs following FY24’s rightsizing

programme and efficiencies resulting

from technology investment.

Operating expenses before

exceptional items decreased from

£79.2m in FY23 to £72.9m. Despite

the new store opened, overall full

time equivalent employees reduced

to 710 at year end from 789 at 1 April

2023, as we continually focused

on efficiency in stores, preparation

and Head Office, and rightsized

our headcount to reflect market

conditions. Energy rates (for the

property portfolio at the time) were

fixed for two years in September

2021, and we experienced an

increase in unit rates from October

2023, therefore. However, following

a focused approach to managing

usage, along with a milder winter,

meant we experienced a reduction of

15% in electric and gas consumption

compared to FY23 on a per square

footage basis. Property costs

increased by 9% and included the

opening of the Ipswich store in May

2023, and a full year effect of FY23

openings. Marketing costs decreased

from £14.0m to £10.0m as we target

a more focused approach, as well as

responding to the lower consumer

demand for much of FY24.

Other income before

exceptional items

Other income before exceptionals

of £1.3m (FY23: £0.3m) includes

business interruption insurance

proceeds in respect of the closure of

the Derby site following the flooding

in October 2023, and subsequent

reduced trading with the opening of

the temporary showroom.

Exceptional items

Net exceptional items before taxation

of £2.2m (FY23: £Nil) constituted

restructuring costs for various

redundancies associated with the

headcount rightsizing programme

(£1.1m), the write down of delivering

vehicles which are being disposed

for following the driver redundancies

associated with the above (£0.2m),

and cost relating to the disposal of

the Milton Keynes lease (£0.5m),

along with the net of assets written

off following the Derby flood not

covered by insurance.

On a gross basis, exceptional

operating expenses were £7.7m

(FY23: £Nil) which included the flood

damaged assets written off and the

restructuring costs. Exceptional

other income of £5.6m (FY23: £Nil)

included insurance receipts against

those written off assets.

Interest

The Group’s finance expense was

£9.8m (FY23: £7.1m); the increase

reflects the sharp rise in cost of

borrowing, despite lower inventory.

Total interest charges on the stocking

facilities in the period were £7.1m

(FY23: £4.7m). Interest on lease

liabilities was £2.0m (FY23: £2.0m)

and on banking facilities £0.7m

(FY23: £0.4m).

Taxation

The tax credit (FY23: charge) in the

period is for the amount assessable

for UK corporation tax in the year

net of prior year adjustments and

deferred tax credits. The tax credit

was £2.0m (FY23: £0.3m charge),

reflecting the loss in the year.

Earnings per share

Basic and diluted earnings per share

were both (9.3)p (FY23: both (0.7)p).

Dividends

No dividend was paid in the period

(FY23: £Nil) and the Board has not

recommended a dividend (FY23: £Nil).

Capital expenditure

and disposals

Cash capital expenditure reduced

to £2.6m (FY23: £9.4m) as the

business preserved cash and cut

discretionary spend, with additions

primarily relating to the new store in

Ipswich and the ongoing IT projects.

Balance sheet

Net assets decreased in the year

in line with the loss made. Working

capital was proactively managed,

in particular ensuring that stock

purchasing was fully maximised

through the funding facilities.

Non-current assets were £64.4m

(31 March 2023: £75.2m) made up

of £8.8m of property, plant and

equipment, £50.5m of right-of-use

assets, intangible assets of £3.7m

and a deferred tax asset of £1.4m (31

March 2023: £13.1m, £58.4m, £3.7m

and a deferred tax liability of £0.2m

respectively). The Group currently

owns one remaining freehold plot of

land in Glasgow, which is being held

for sale. All other properties are on

leases of various lengths.

The Group closed the period with

£102.4m of inventory, down from

£148.6m at 31 March 2023. Days In

Stock for the year reduced to 45

days (FY23: 51 days).

As at 31 March 2024, the Group had

£150.0m (31 March 2023: £195.0m)

of stocking finance facilities

available of which £74.5m (31

March 2023: £102.5m) was drawn.

The Group had available stocking

facilities with Black Horse Limited of

£75.0m, and £75.0m with Lombard

North Central Plc. During the year it

was agreed with Black Horse Limited

to reduce the amount available

to £75.0m, to reflect the unused

portion. In addition, the net asset

covenant test was reduced from

£30.0m to £20.0m.

The Group also has a £20.0m

(FY23: £35.0m) facility with

Santander UK Plc, split between

£6.0m available as an uncommitted

overdraft and £14.0m available as a

revolving credit facility. During the

period it was agreed with Santander

UK Plc to reduce the revolving credit

facility from £29.0m to £14.0m. The

overdraft remained the same. As

part of this negotiation the fixed

charge covenant test was reduced

from 1.25:1.00 cover to 1.00:1.00

until September 2025.

Financial review continued

65Strategic Report Governance Financial Statements Motorpoint Group Plc Annual Report and Accounts 2024

Trade and other receivables have

slightly increased to £19.2m (31

March 2023: £18.4m), due to the

timing of receipts over the year end,

which coincided this year with the

Easter Bank Holidays.

Trade and other payables, inclusive

of the stock financing facilities, have

reduced during the year to £107.1m

(31 March 2023: £143.8m) mainly as

a result of the reduction in stocking

facility utilisation, reflecting lower

inventory levels.

The decrease in total lease liabilities

to £57.0m (31 March 2023: £63.6m)

reflects the repayments made

during the period, and the removal

of the Milton Keynes lease.

Cash flow

Despite a loss for the year of

£(8.4)m (FY23: £(0.6)m) cash

increased by £3.6m. This included

the benefit of working capital

improvement and low capital

expenditure. Cash flow generated

from operations was £19.3m inflow

(FY23: £41.3m inflow) and therefore

remains strong.

Capital structure and treasury

The Group’s objective when

managing working capital is to

ensure adequate working capital for

all operating activities and liquidity,

including comfortable headroom to

take advantage of opportunities, or

to weather short term downturns.

The Group also aims to operate an

efficient capital structure to achieve

its business plan.

In January 2024, we announced

our intention to commence a

share buyback programme of

approximately 5% of the ordinary

shares of the Company, and to

cancel these shares. Even after

taking into consideration the capital

required to fund organic growth,

the Company’s cash generation and

the strength of its balance sheet

has led the Board to conclude that

the programme is an attractive use

of the Company’s resources and

beneficial for all shareholders.

As at 31 March 2024, 190,001 shares

had been purchased and cancelled,

representing 3.8% of the planned

buyback programme. Accordingly,

the Company’s issued share capital

at year end comprised 89,999,884

ordinary shares (31 March 2023:

90,189,885).

The Group’s long term funding

arrangements consist primarily of

the stocking finance facilities with

Black Horse Limited and Lombard

North Central Plc (to a maximum

of £150.0m) and an unsecured loan

facility provided by Santander UK

Plc, split between £6.0m available

as an uncommitted overdraft and

£14.0m available as a revolving

credit facility. During FY24, the

Group successfully extended

its terms on the unsecured loan

facility with Santander UK Plc. This

agreement now runs until June 2026

with the option to extend for two

further one year extensions if

agreed by both parties.

Chris Morgan

Chief Financial Officer

13 June 2024

Motorpoint Group Plc Annual Report and Accounts 202466

Risk management

Our approach to

risk management

We recognise that effective risk management is essential to ensuring

business resilience and maintaining our reputation. Effective risk

management ensures the long term success of the Group through

empowering decision making, aided by the risk assessment process.

We took strong action this year to implement significant, Group wide

emergency response planning activity as an enhancement to our

business continuity planning. We are committed to maintaining a strong

and effective risk management framework underpinned by our core

values: Happy, Honest, Supportive and Proud.

Approach to risk management

The Board as a whole is responsible

for maintaining a policy of

continuous identification and review

of the principal risks facing the

Group which could threaten its future

performance or business model.

On behalf of the Board, the Audit

Committee reviews the effectiveness

of Motorpoint’s risk management

processes. Motorpoint’s risk

management strategy is a high

priority for the Group, and is

underpinned by the Group Risk and

Compliance Committee which all risk

owners and subject matter experts

attend quarterly.

The Group Risk and Compliance

Committee has delegated

responsibility, from the Audit

Committee, for formally identifying

and assessing the Group’s risks

annually, measuring them against

a defined set of criteria, and

considering the likelihood of

occurrence and potential impact

to the Group. The Group Risk and

Compliance Committee is formed

of the Executive Board, risk owning

Senior Leadership Team (SLT)

members and subject matter experts.

Plc Board

• Risk appetite set by the Board

• Overall responsibility for risk

management

Group Risk and

Compliance Committee

• Delegated responsibility

for risk management

Functional management

• Day to day risk management

• Clear escalation routes in place

Audit

Committee

Reviews

effectiveness of

risk management

Group

strategy and

objectives

Principal

risk review

Emerging

risks

Climate

risk review

Finance OperationsIT People

Risk management

67Strategic Report Governance Financial Statements Motorpoint Group Plc Annual Report and Accounts 2024

Risk management plays an integral

part in the Group’s planning,

decision making and management

processes. All team members have

a responsibility to ensure they

understand the risks in their area

of activity and that they implement

and operate effective controls to

manage the risks.

The Group’s risk management

approach is summarised as follows:

1. Identify potential risks

through scanning the external

environment, as well as

internal processes and the

Group strategy.

2. Assess and assign a value to the

risk to allow it to be prioritised.

Assessing likelihood for gross

(before controls) and net (after

the effect of controls).

3. Respond through planning

future actions based on the

current risk assessment and the

target risk level (which will be

in line with risk appetite). Risks

can be transferred, terminated,

tolerated or treated.

4. Monitor the development of

risks over time through tracking

key risk indicators.

5. Report back to the SLT through

the Group Risk and Compliance

Committee to ensure risks

are being managed in line with

risk appetite.

The Group’s risk profile is reported

to the Executive Board and Audit

Committee for review and challenge,

ahead of final review and approval

by the Board. These principal risks

are then subject to Board discussion

during the course of the year, as

appropriate. To drive continuous

improvement across the business,

the Group Risk and Compliance

Committee monitors the suitability

and adequacy of controls in place

and the ongoing status of action

plans against key risks quarterly,

with a particular focus for those risks

considered to be outside of

the Group’s risk appetite.

Emerging risks

The Motorpoint Group Risk and

Compliance Committee assumes

responsibility for the identification

and assessment of Motorpoint’s

emerging risks. Our strategy for

emerging risks is as follows:

Identification

The following activities are completed

to identify potential emerging risks:

• Horizon scanning – including

the review of construction

and distribution media and

attendance at industry forums by

management, including members

of the Group Risk and Compliance

Committee. Findings and key

messages are discussed as part of

the agenda of the Group Risk and

Compliance Committee

• External insights – using specialist

third parties to identify new and

changing risks such as upcoming

changes to regulation

• Management meetings – regular

Head of Internal Audit and

Risk attendance at operational

management meetings to discuss

potential new risks. This is further

supported through business

performance reviews conducted

by the CEO and CFO to identify

risks potentially materialising in

business performance

Assessment and reporting

Once identified, emerging risks are

assessed as follows:

• Identify and map out the core

elements of the emerging risk,

including ownership

• Hold workshops with risk

owners to assess the level

of the potential risk

• Identify potential mitigating actions

• Report on emerging risks

to the Audit Committee

REPORT

Group risk register

review by Risk

and Compliance

Committee

Identify

mitigating

activities/

controls

ASSESS

Assess

net risk

RESPOND

Plan future

actions

(if outside

risk appetite)

Document in

risk register

IDENTIFY

Identify risk

ASSESS

Assess

gross risk

REPORT

Functional risk

by risk owner

(SLT member)

MONITOR

Motorpoint Group Plc Annual Report and Accounts 202468

Risk management continued

Risk and impact Commentary

Dynamic risk

assessment

1. Motorpoint does not adapt

effectively to infrastructure

requirements for increased

demand for zero emission

vehicles (and other climate

related transition emergent risks)

Previous mitigating actions taken include upskilling our

technicians to be able to safely prepare electric vehicles

as well as implementing charging infrastructure in our

preparation locations. As such, we feel necessary steps have

already been taken to handle increased demand for zero

emission vehicles

Decreasing

2. Motorpoint does not adapt to

new technologies surrounding

autonomous vehicle driving

Currently, the technology does not indicate a change to the

ownership or change in the use case for private vehicles in

the UK. As noted in the first emerging risk, we have a highly

adaptable business model and would consider a range of

mitigations should this risk increase in likelihood

Decreasing

3. New or existing suppliers choose

to sell used vehicles directly to

end users

We recognise that the barriers of entry to the market for

some of the largest suppliers are lower than a start up entity.

However, we are confident that our market share would

continue to grow by continuing to be first for Choice, Value,

Service and Quality for our customers

Stable

4. An industry disrupter could find a

way to sell a used car from person

A to person B without taking

ownership i.e. a connection charge/

agent mechanism

We are confident that by continuing to invest in our brand

and offering the best Choice, Value, Service and Quality for

our customers that we would remain a trusted retailer for

used cars

Stable

How the Board manages risk

The Board and each of its delegated

committees operate to a prescribed

meeting agenda to ensure that all

relevant risks are identified and

addressed as appropriate.

Key management information is

reviewed to prescribe operating

controls and performance

monitoring against the Company’s

strategy and business plans.

The Directors have particular

responsibility for monitoring the

financial and operating performance,

to ensure that progress is being made

towards our agreed goals. The Board’s

responsibilities also include assessing

the effectiveness of internal controls

and the management of risk.

The Board’s annual review

of the effectiveness of

risk management and

internal controls

During the year, the Board considered

all strategic matters, received key

performance information on operating,

financial and compliance matters and

reviewed the results of corresponding

controls and risk management.

The Board received from the Audit

Committee and the Executive’s Group

Risk and Compliance Committee

timely information and reports

on all relevant aspects of risk and

corresponding controls. We reviewed

all of our key Company policies and

ensured that all matters of internal

control received adequate Board

scrutiny and debate. At Board

meetings, and informally via the Chair,

all Directors had the opportunity to

raise matters of particular concern

to them. There were no unresolved

concerns in the year.

We concluded that appropriate

controls are in place and functioning

effectively. The Board considers

that the Group’s systems provide

information which is adequate to

permit the identification of key risks to

its business and the proper assessment

and mitigation of those risks.

Based on the work of the Audit and

Risk and Compliance Committees,

the Board has performed a robust

assessment to ensure that: (i) the

principal and emerging risks and

uncertainties facing the Group’s

business have been identified

and assessed and are aligned to

the Group’s business strategies;

and (ii) appropriate mitigation is

in place. The Board also reviewed

the effectiveness of all financial,

operational and compliance

controls. The Board monitors

internal controls through reporting

from the Audit Committee and

the Executive Group Risks and

Compliance Committee. Controls

were deemed to be effective in

the year.

Emerging risks for Motorpoint

69Strategic Report Governance Financial Statements Motorpoint Group Plc Annual Report and Accounts 2024

Principal risks and uncertainties

Details of our principal risks and

uncertainties are shown on the

following pages. This includes

details of mitigating actions and

control activities in place to address

them. It is recognised that the Group

is exposed to risks wider than those

listed. We disclose those we believe

are likely to have the greatest impact

on our business at this moment in

time and which have been subject

to debate at recent Board or Audit

Committee meetings.

Changes to principal risks

During FY24, the Group Risk and

Compliance Committee and the

Board continued with its role of

managing the Group principal risks

and where outside of appetite, setting

out and monitoring mitigations to

bring the risks within appetite.

There were no new emerging risks

confirmed by the Board and the Group

Risk and Compliance Committee. One

emergent risk previously identified

around the threat of a subscription

model was excluded in the year

as it is no longer considered an

emergent threat to the business, with

subscription models being increasingly

scarce following exit of key players

in this industry trend. In respect of

principal risks, the Board has elected

for the first time to include a summary

Climate Change as a principal risk that

faces the Company, following detailed

risk assessment work carried out in

the year, more of which can be read

around in our TCFD disclosures on

pages 52 to 61.

First line

Operational and

management controls

Third line

Internal

audit

Second line

Risk and compliance

monitoring

Fourth line

External

assurance

• Site management

with appropriate

team structure

and dedicated

leadership team

reporting line

• Visible, championed

values and expected

behaviours

• Application of

Company policies

and procedures

• Employee induction,

training and

ongoing support

• Executive and

leadership team

oversight

• Open culture

of challenge to

existing processes

and whistleblowing

hotline

• The work of internal

audit, testing first

and second lines of

defence

• Compliance and Data

Protection Officers

• Operational audit

activity

• Risk management

framework

• External specialists

engaged to

monitor and report

on compliance

operations

• The work of

independent

external assurance

providers

The Group operates a four lines of defence model across its internal controls, these are summarised as follows:

Motorpoint Group Plc Annual Report and Accounts 202470

Viability statement

Scenario Outcome

Base case

Based upon the Group’s most recent approved forecasts.

The base model assumes a recovery of profitability and unit volumes in FY25, based on

current run rates of year on year unit volume growth, and a prudent estimate based on

growth in the used car market. Thereafter, modest growth is applied as the business

resumes its strategic goal of taking more market share.

The Group is not in breach of any financial

covenants and is not in a drawdown position

on the revolving credit facility at the end of

the viability period. The Group is able to meet

all forecast obligations as they fall due.

Plausible downturn

Top down stress testing was applied to the base case model, taking into account a

plausible downturn in business performance, relative to possible economic pressure

and stagnation in the growth of the used car market.

This included volume and margin pressure, reducing revenue by 15% and an overall

gross profit reduction compared to the base case of 21%. Fixed costs were inflated in

this scenario by three percent in each year.

The Group is not in breach of any financial

covenants and is not in a drawdown position

on the revolving credit facility at the end of

the viability period. The Group is able to meet

all forecast obligations as they fall due.

Reverse stress test

A scenario created to model the circumstances required to breach the Group’s banking

covenants within the viability period.

The Board considered the potential impacts in preparing the stress test. The below

scenario was analysed:

Reducing revenue 32% decrease from the base case and decreasing gross profit overall by

38% through additional margin pressure.

This scenario is designed to result in a covenant

breach within the assessed viability period.

Management believes that the combination

of severe downsides to be remote, and that

there are numerous mitigating factors over and

above those built into the reverse stress test

modelling which the Board would consider to

avoid a covenant breach.

The Directors have assessed the

prospects of the Group by assessing

its current financial position, recent

and historical financial performance

and forecasts, business model and

strategy (pages 8 to 32), and the

principal risks and uncertainties set

out on pages 72 to 77. In addition,

the Directors regularly review

the long term prospects of the

Group, requirement for headroom

on its stocking and banking

facilities and its long term lease

liability commitments.

Assessment period:

The nearly new and used vehicle retail

industry is inherently fast paced and

competitive. However, a variety of risk

horizons are relevant. Matters relating

to ESG and climate risks are assessed

over a range of short, medium and

long term periods as disclosed in our

TCFD section on pages 52 to 61. In

addition, the Directors consider the

long term financing arrangements

of the Group, particularly in respect

of leased premises which carry a

weighted average remaining term of

nine years.

In accordance with the UK Corporate

Governance Code 2018, the Board has

assessed the prospects of the Group

over a period in excess of 12 months

from the date of signing the Group

financial statements as required by

the ‘Going Concern’ provision. The

Directors have assessed the viability

of the Group over a three year

period, as they believe this strikes

an appropriate balance between

the different risk horizons over the

short, medium and long term which

are used in the business and is a

reasonable period for considering the

Group’s viability.

The Group has managed its net debt

comfortably, with the revolving credit

facility (RCF) undrawn at the year

end. Total headroom, including the

stocking facilities, undrawn facilities

and available cash, was in excess of

£100m at the year end. During the

year the Company renegotiated the

terms of both its revolving credit

facility, and stocking facilities,

reducing available headroom from

£29.0m and £195.0m to £14.0m and

£150.0m respectively.

The renegotiation secured improved

terms for the Group’s financial

covenants, following the challenging

economic circumstances experienced

in FY24, and reflected the Group’s

current lower financing requirements.

The Board considers that the available

headroom, coupled with the cash

generative nature of the business and

the available cash levers provide a

strong degree of financial resilience

and flexibility.

Scenarios:

In making their assessment

the Directors considered the

Group’s current balance sheet

and operational cash flows,

the availability of facilities, and

stress testing of the key trading

assumptions within the Group’s plan.

A range of scenarios have been

assessed by the Directors, including

various possible downside scenarios

against the base case. The Directors

opted to model a specific scenario

designed to create the conditions

required to breach covenants within

the viability period as well as a

plausible downturn on the base case.

71Strategic Report Governance Financial Statements Motorpoint Group Plc Annual Report and Accounts 2024

Conclusions over viability:

The selection of the assumptions

or the sensitised case is inherently

subjective, and whilst the Board

considered these assumptions to

reflect a downside scenario, the

future impact of economic downturn,

interest rate rises or inflating overhead

costs is impossible to predict with

absolute accuracy.

Whilst the same applies to the

reverse stress test, we note that this

scenario is specifically designed

to demonstrate the point at which

the covenants breach during

the viability period. The reverse

stress test reflects, in the Board’s

opinion, a remote circumstance and

numerous mitigating factors could

be implemented to avoid a covenant

breach in this scenario.

Scenario modelling has been

considered throughout the year and at

year end by management to formulate

response options against moderate

or severe downturns in sales volumes,

potential margin pressures and

possible cost challenges.

The Group’s available headroom

stands at £14.0m (FY23: £29.0m)

through its revolving credit facility

‘RCF’ agreement. The Group also has

an uncommitted overdraft facility of

£6.0m which remains in place and

was undrawn at the year end. Both

are until June 2026 with the option

to extend for two further one year

extensions if both parties are agreed.

The Group’s finance arrangements will

be reviewed in the ordinary course

of business in 2026. With respect

to the Group’s stocking facilities,

these have reduced from £195.0m to

£150.0m during the year which the

Board deem appropriate given current

market conditions.

The Directors took action in the year

to obtain covenant relief for its RCF

agreement and for one of its stocking

loans, reflecting a response to the

reduction in overall headroom against

covenants in FY24. The relief obtained

has been agreed until the end of

September 2025 for the RCF and an

indefinite relaxation was agreed on

the net assets covenant with Black

Horse Limited in relation to its stocking

loan facility. The specific details are

disclosed in the notes to the accounts

on pages 132 to 161.

In the eventuality of a period of

prolonged economic downturn

resulting in material reductions in

sales volume or prices, as well as

rising overhead costs, it is possible

that the Group would need to

negotiate changes to its current

banking covenants, but such an

extreme downturn is not currently

considered plausible.

The Group continues to consider

and monitor further potential

mitigation actions it could take to

strengthen its cash position and

reduce operating costs in the event

of a more severe downside scenario.

Such cost reduction and cash

preservation actions would include

but are not limited to: reducing

spend on specific variable cost lines

including marketing and store trading

expenses; team costs, most notably

sales commissions; pausing new

stock commitments; and reviewing

expansionary capital spend, dividends

and share buyback activity.

The Group has continued to

demonstrate a flexible approach

to trading and despite the ongoing

constriction in the supply of nearly

new vehicles, which is expected to

slowly ease, the Group has been able

to use its market position to access

more stock to satisfy customer

demand, both online and in store.

The Directors have also made use of

the post year end trading performance

to confirm that performance is in line

with expectation. Whilst only a short

period has passed since the year end,

this evidence suggests that this is

the case.

Based on this assessment, the Board

confirms that it has a reasonable

expectation that the Group will be able

to continue in operation and meet

its liabilities as they fall due over the

period to 31 March 2027.

The Board has determined that the

three year period constitutes an

appropriate period over which to

provide its Viability Statement. This is

the period detailed in our base case

model which we approve each year

as part of the strategic review. Whilst

the Board has no reason to believe the

Group will not be viable over a longer

period, given the inherent uncertainty

involved we believe this presents

users of the Annual Report and

Accounts with a reasonable degree

of confidence while still providing a

medium term perspective.

Motorpoint Group Plc Annual Report and Accounts 202472

Principal risks and uncertainties

Risk and impact Mitigating controls Progress made in FY24

Competition, market and customers

The UK vehicle market is highly

competitive, and customers

have a broad choice of retailers,

some of which offer comparable

products. The market continues to

see consolidation and innovation,

through which our competitors

have progressed their propositions.

Concurrently, customer

expectations and buying

patterns are evolving, with the

traditional research and purchase

channels becoming ever more

influenced by digital media, peer

recommendations and convenience.

Failing to stay ahead of the market

or to adapt to changing customer

behaviours faster than the

competition could undermine our

ability to meet our objectives and

adversely impact profitability.

• Continue to offer an omnichannel proposition

• Continue to compete via our business model’s

consistent focus on Choice, Value, Service and

Quality; each of these cornerstones is built

into the business operation and reporting.

For example, customer satisfaction ratings

are used in the calculation of all bonuses or

commissions across the business

• Continued Investment in bringing brand

marketing, digital engineering, data insight

capability in-house to raise awareness of

Motorpoint and meet customer needs,

including with respect to EVs and climate

change related data, such as emissions

produced by cars that are sold

• Investment in supply chain capacity and capability,

and delivery of productivity improvements to

enable us to compete effectively and allocate

resource to growth driving activity.

• Commission regular customer insight reports

to track performance against the market,

competitors, and other key indicators

• Targeted sales campaigns

despite cost pressure restricting

investment levels to lower levels

in FY24 than in FY23

• Numerous improvements

to website to highlight the

attractiveness of Motorpoint

vehicles and brand

• Increased brand awareness

through a renewed nationwide

TV advert campaign

Brand and reputation

In order to maintain our position

as the UK’s leading omnichannel

used vehicle retailer we must

continue to invest in engaging

brand and digital marketing

campaigns, as well as innovating

the website experience, to ensure

that Motorpoint is the primary

destination for existing and new

customers when starting their next

vehicle purchase journey.

Understanding the motivations

and needs of our current and

future customers is paramount.

We recognise and welcome the

fact that customers are looking

for a trusted brand when buying

a used car. Ensuring we can

communicate at scale our industry

leading proposition is vital to

protect and position.

Well documented challenges

around vehicle supply, finance

and the transition to EVs mean we

have to maintain an active dialogue

on these subjects to inform and

reassure our customers and when

appropriate, enable customers to

delve deeper either via our website

or social channels.

With reputation taking years to

build but potentially days to lose

we recognise that we are always

at risk of unwanted traditional and

social media scrutiny which can

negatively impact our reputation.

• We continue to offer an omnichannel

proposition that we believe unmatched on

price, quality, value and service

• Motorpoint continued to invest in its in-house

digital marketing capabilities rather than rely

on an agency model. This improved capability

has delivered tangible results with improved

campaign performance and ROI but also

medium term strategic opportunities

• Further distinctive website

creative and functionality

mean we can more effectively

communicate our core value

propositions of Choice, Value,

Service and Quality

• Customer satisfaction, measured

using the NPS system, sits at

the heart of our operations and

is subject to regular scrutiny

across all levels of the business

• We closely monitor customer

perceptions using both

qualitative and quantitative

feedback and respond quickly

where possible

• We recognise the importance of

regularly assessing and testing

the resilience of our internal

and external communication

protocols in the event of a

‘reputational PR’ incident.

This approach is continuously

under review and we are also

looking at ensuring we have

a robust business recovery

communication framework

in place

Dynamic risk assessment

Increasing Increasing Stable

73Strategic Report Governance Financial Statements Motorpoint Group Plc Annual Report and Accounts 2024

Risk and impact Mitigating controls Progress made in FY24

Availability and terms of customer finance

Vehicle sales volumes rely on our

customers being able to access

affordable credit lines. As such, the

Company is exposed to the risk

of lending institutions reducing,

terminating, or materially altering

the terms and conditions on which

they are willing to offer consumer

credit to the Company’s customers.

Commission income generated

by the Company acting as a

regulated credit broker could be

impacted if either the number

of such arrangements reduces,

or the structure and amount of

commissions earned is altered.

• Continue to drive for the best outcome for the

customer across our product range

• Constantly monitor the market and

emerging trends

• Work in conjunction with our partners to keep

our consumer credit offer relevant, competitive

and viable

• Where possible reinvest in the quality of the

customer offer, preferring to build its appeal

rather than maximise our commission rates

• Customer finance offering held

for a significant portion in the

year despite increases in the

cost of money

• FCA Consumer Duty controls in

place working with partners to

ensure our products provide

the best possible outcome for

our customers

Supply chain disruption

Sales/profitability and customer

satisfaction could be impacted by

supply chain disruption or loss of

access to key suppliers.

• Use of a broad spread of supply channels, within

each of which are longstanding relationships

• Employment of an experienced buying team

which is responsible for maintaining an efficient

and effective supply chain

• Able to utilise our buying criteria within the

scope of our retail proposition (age and mileage

of vehicles) to access more supply if required

• Business continuity plans in place for all

Motorpoint physical locations

• We seek to limit dependency on individual

suppliers by actively managing key

supplier relationships

• A further store opened in May

2023, ensuring more target

markets are within a 30 minute

drive of a Motorpoint store

• New logistics provider

implementing data and modern

processes to improve all aspects

of internal moves of vehicles.

Providing an increase in delivery

frequency driving SLAs down

across all sites

• Home delivery fleet

decommissioned for a PAYG

model using a third party partner

Motorpoint Group Plc Annual Report and Accounts 202474

Risk and impact Mitigating controls Progress made in FY24

Business resilience

Failure to withstand the impact of

an event or combination of events

that significantly disrupts all or

a substantial part of the Group’s

sales or operations. We note that

in FY24, owing to a difficult year

in terms of profitability, headroom

decreased against covenants.

Although our cash position

remains strong, it is appropriate to

designate this risk as increasing.

This risk includes the risk of a lack

of business resilience in the event

of: significant fire or flood, external

economic pressures and inflation

causing significant reduction in

UK consumer spending, further

risks of economic shutdowns from

a new or resurgent pandemic,

economic downturn due to global

conflict causing material price

rises and energy price increases,

and material cost inflation.

• Internal control and risk management process

in place to identify and manage risks (including

emerging risks) that may impact the business.

This includes horizon scanning for potential

risks and early identification of mitigations

against potential rising costs, falling sales

volumes and business readiness in the event

of shutdowns

• Conservative financial approach – resilience

and flexibility built into the operating model,

balanced levels of structural debt, low risk

property portfolio and ‘value for money’

mentality

• Strong and united Board and management

team in place, experienced managers in key

roles and committed colleagues

• Strong relationships maintained with key

stakeholders (shareholders, colleagues,

customers, suppliers, community)

• Business continuity plans in place and kept up

to date for stores, operations and technology

• Insurance cover in place to cover key risks,

where applicable. Particular focus on cash

flow management

• Expert third party advisors in place

(e.g. corporate PR, corporate, banking, legal)

to assist

• Whilst facility limits were

reduced on stocking and RCF

facilities in the year, the facility

limits remain appropriate with

headroom available should

the business suffer a shock

in the market or experience

significant disruption

• Emergency response plans have

been updated to enhance our

business continuity plans and

rolled out Group wide

• Swift action taken in the year to

rightsize the operations of the

business in face of the economic

headwinds faced this year,

ensuring ongoing resilience

Finance and treasury

Growth constrained by lack of

access to capital/financial resource.

We note that the economic

conditions in FY24 have resulted

in reduced headroom against

bank and stocking facility

covenants, and covenants were

negotiated in the year. Hence,

this risk area is given an increasing

dynamic risk assessment.

The reduction in the amount of the

stocking loans is appropriate given

the fall in used vehicle valuations in

the year.

• Motorpoint uses a selection of finance facilities

to fund its operations including a stock financing

facility secured against its retail vehicle stock

• The Group has an uncommitted £6.0m

overdraft and a £14.0m Revolving Credit Facility

in place until June 2026

• A treasury policy and set of processes are in

place to govern and control cash flow activities,

including the investment of surplus cash

• Freight and energy prices are agreed in

advance where applicable, to help mitigate

volatility and aid margin management

• Forward looking cash flow forecasts and

covenant tests are prepared to ensure that

sufficient liquidity and covenant headroom exists

• Actions continue to improve

controls around stock and cash

management, including stock

purchasing, forecasting and use

of the stocking facilities

• Covenant terms were

successfully negotiated

with lenders during the

year in response to FY24

financial performance and

available headroom

• Despite a reduction in

availability, in both stocking loan

and size of the revolving credit

facility, we remain confident

in the financial position of the

Group. We believe current credit

availability is appropriate for the

ongoing financial and treasury

management of the Group

Principal risks and uncertainties continued

Dynamic risk assessment

Increasing Increasing Stable

75Strategic Report Governance Financial Statements Motorpoint Group Plc Annual Report and Accounts 2024

Risk and impact Mitigating controls Progress made in FY24

IT systems, data and cyber security

Operations impacted by failure to

develop technology to support the

strategy, lack of availability due to

cyber attack or other failure, and

reputational damage/fines due to

loss of personal data.

• Formal IT governance processes in place to

cover all aspects of IT management

• Changes to IT services are managed through

a combination of formal programmes for large

and complex programmes, or bespoke iterative

development methodologies for smaller

scale changes

• A detailed IT development and security

programme roadmap is in place, aligned

to strategy

• Comprehensive third party support in place

for relevant technologies

• Business continuity in place for all major

systems and applications

• Regular vulnerability scans, annual penetration

testing with systematic methodology to treat

identified threats

• Capability to scan for advanced persistent

threats. Within 24 hours, identification

of applicable threats is known and

remediation scheduled

• Business process, authorisation controls and

access to sensitive transactions are kept

under review

• Significant investment in digital

transformation is continuing,

upgrading and replacing

legacy systems

• Ongoing actions in respect of

network refresh programme,

hardware refresh programme

and strengthening our change

management controls

• Strengthened and renewed the

data protection policy

• Group wide refresh and rollout

of Data Protection and GDPR

mandatory training

• Further recruitment into IT

Security team

• New capability to scan for

advanced persistent threats.

Within 24 hours, identification of

applicable threats is known and

remediation scheduled

• Investment in industry leading

product suites to enable cyber

and data security advancements

• Progress made completing

the Cyber Essentials Plus

certification

Regulatory and compliance

Fines, damages claims, and

reputational damage could be

incurred if we fail to comply

with legislative or regulatory

requirements, including consumer

law, health and safety, employment

law, GDPR and data protection and

the Bribery Act.

The Company also has various FCA

permissions to carry on a range of

regulated insurance and consumer

credit activities from which it

derives income. There is a risk that

increased regulation or restrictions

on the sales process or nature of

these products would restrict the

income available to the Company.

We note the FCA’s review into

commission disclosure, which

means this risk is assessed

as increasing, despite other

mitigating activity in the year.

Following their review, changes

could be recommended, and

we continue to keep close

to developments.

• Operational management are responsible

for liaising with the Company Secretary and

external advisors to ensure that new legislation

is identified, and relevant action taken

• Training on the requirements of the Bribery Act

and anti money laundering policies are in place

for all relevant colleagues and policies are

communicated to all suppliers

• Whistleblowing procedure and independently

administered helpline which enables

colleagues to raise concerns in confidence

• Continued focus in the year from

the Group Risk and Compliance

Committee ensuring robust

regular oversight and review

of compliance matters by the

SLT. Continued to conduct

horizon scanning processes

to identify changes in

regulatory expectations

• Legal register refreshed and

circulated in the year with

monitoring controls developed

• Change in the regulated product

offering at the end of the year,

with fewer regulated products

now sold by the business,

reducing the risk of FCA impact

on future product sales

Motorpoint Group Plc Annual Report and Accounts 202476

Principal risks and uncertainties continued

Risk and impact Mitigating controls Progress made in FY24

People and culture

The success of the business could

be impacted if it fails to attract,

retain and motivate a diverse team

of high calibre colleagues.

Maintaining and evolving the

culture of our business (embodied

in our shared values) is essential

to delivering our strategy

and ensuring the long term

sustainability of our business.

• Our commitment to becoming a truly amazing

place to work and the application of our

Virtuous Circle is our biggest defence ensuring

we have a highly engaged, high performing

team and attrition is minimised

• Our commitment to Diversity, Equity and

Inclusion has been reaffirmed in our SLT

strategy and commitments

• The composition of the Executive team is

regularly reviewed by the Board to ensure that

it is appropriate to deliver the growth plans of

the business

• The Group’s Remuneration policy detailed in

this report is designed to ensure that high

calibre executives are attracted and retained.

Lock in of senior management is supported by

awards under the Long Term Incentive Plan

• Monitoring of Key Risk indicators such as

retention rate % and employee satisfaction

through internal and external surveys

• Workplace, the Motorpoint social media

platform drives engagement and interaction

across the business for our business

• Continued Group Board

focus on Board and Executive

team succession and

talent management

• The SLT has continued its work

with an external consultant to

develop our DEI strategy and

have created their commitments

to become an even more

inclusive place to work

• Discount offered again this

year (10%) for the annual

share scheme programme to

all employees

• Set up and launch of Knowledge

Hub within our Workplace tool

acting as a shared database of

key process around the business

Health, safety and welfare

The risk that accidents, hazards

or incidents are caused by unsafe

practices at work, resulting in

injury or death to customers,

employees or third parties.

• Health, safety and environment (HS&E) training

for all new starters, with additional role specific

training for employees in stores

• Incident management processing to ensure

major incidents are dealt with appropriately

and problems are logged and actively

progressed to resolution

• Undertake risk and control assessments to

monitor compliance

• Continually monitor our mandatory regulatory

training to ensure that all colleagues are

kept informed

• Incidents are reported online, via a reporting

tool. Line management deal with minor

incidents. Major incidents are escalated to the

SLT who are supported by third party expertise

• Risk assessment is managed in the following

ways: line management in the stores have a

number of online risk assessment checklists

to verify the relevant controls are in place; and

higher level risk assessments are carried out

on workshop activities by an expert third party

– including Hand Arm Vibration and Control of

Substances Hazardous to Health

• A separate, expert third party also carries out

higher level risk assessments covering store

transport safety, gates and barriers as well as

fire risk assessments

• Implemented new and updated

responsibilities; responsible,

accountable, consulted,

and informed (RACI) matrix

clearly setting out roles and

responsibilities in respect of

HS&E across all locations

• Development of HS&E policies,

procedures and standard

statements of work (SSOWs) to

provide complete coverage of

HS&E risk to the business

• Revised process implemented for

near miss and accident reporting

rolled out across all stores

• Toolbox Talks developed and

put into place, across a range of

HS&E topics, to generate further

buy in with store and preparation

managers across the business

Dynamic risk assessment

Increasing Increasing Stable

77Strategic Report Governance Financial Statements Motorpoint Group Plc Annual Report and Accounts 2024

Risk and impact Mitigating controls Progress made in FY24

Climate change and environment

Failing to positively change our

impact on the environment would

fall short of the expectations

of our customers, colleagues,

shareholders, and other

stakeholders which could lead

to reputational damage and

financial loss.

In addition, an inability to

anticipate and mitigate climate

change and other environmental

risks could cause disruption in our

stores and supply chain as well as

increased insurance premiums.

This, and potential transition risks

related to environmental taxation,

could result in higher costs, and

potential loss of customers.

Our climate risk register is set

out for the year on pages 55 and

56 within our TCFD disclosures.

We note the events concerning

the flood in Derby. The event has

resulted in an increase in insurance

premiums, and limited inventory

cover at that site. Whilst we do

not anticipate further events, we

note that the chances of increased

physical damage to our stores

means that in the long term,

climate change is assessed as an

increasing risk.

• Annual targets in place to reduce emissions,

energy usage and waste to landfill, and

increase recycling in our operations

• CFO leads the internal ESG Committee that

oversees progress against environmental

targets which in tandem with the Group Risk

and Compliance Committee oversees climate

risk including emerging risks, challenges

and opportunities

• Regular horizon scanning conducted to

keep abreast of regulatory change and

stakeholder sentiment

• Regular monitoring of the climate risk register

with discussion at SLT

• Regular modelling performed on future outlook

of Climate Change impacts on the business

• Rollout of emergency response

and incident management plans

across the Group to ensure stores

are well defended from physical

effects of climate change as far

as practicably possible

• Detailed modelling work

undertaken on Climate

Change as well as review of

climate risk register undertaken

by third party

• Focus on inventory levels and

flood mitigation plans at Derby

store, to ensure minimal risk

for any assets not covered

by insurance

Motorpoint Group Plc Annual Report and Accounts 202478

The following summarises where you can find further information on each of the key areas of disclosure required by

sections 414CA and 414CB of the Companies Act. The Companies (Strategic Report) (Climate related Financial Disclosure)

Regulations 2022 amend these sections of the Companies Act 2006, placing requirements on the Group to incorporate

climate disclosures in the Annual Report. We believe these have been addressed within this year’s climate related

disclosures and as such we have referenced the location of these within our statement on TCFD.

Non-financial and sustainability information statement

Environmental matters

Stakeholder engagement:

community and environment

Read more /

page 35 and 36

Climate change risk

a. a description of the company’s

governance arrangements in relation to

assessing and managing climate-related

risks and opportunities;

Read more /

pages 52 to 54

b. a description of how the company

identifies, assesses, and manages climate-

related risks and opportunities;

Read more /

page 60

c. a description of how processes for

identifying, assessing, and managing

climate-related risks are integrated into

the company’s overall risk management

process;

Read more /

page 60

d. a description of:

i. the principal climate-related

risks and opportunities arising in

connection with the company’s

operations, and

Read more /

pages 55 to 57

ii. the time periods by reference to

which those risks and opportunities

are assessed;

Read more /

pages 54 to 60

e. a description of the actual and potential

impacts of the principal climate-related

risks and opportunities on the company’s

business model and strategy;

Read more /

pages 55 to 57

f. an analysis of the resilience of the

company’s business model and strategy,

taking into consideration different climate-

related scenarios;

Read more /

page 58

g. a description of the targets used by the

company to manage climate-related

risks and to realise climate-related

opportunities and of performance against

those targets; and

Read more /

page 60 and 61

h. a description of the key performance

indicators used to assess progress

against targets used to manage climate-

related risks and realise climate-related

opportunities and of the calculations on

which those key performance indicators

are based.

Read more /

page 60 and 61

Streamlined Energy

and Carbon Reporting

Read more /

pages 40 to 42

Energy efficiency actions Read more /

pages 39 to 42

Going green Read more /

pages 39 to 42

Our team are also working on a range of projects

focused on improving the sustainability of the business

and our impact on the environment.

Related principal risk:

Regulatory and compliance; Climate change

and environment

Read more /

page 75 and 77

Company’s employees

At a glance Read more / page 44

Our operating model

begins with our team

Read more /

page 75 and 76

Social matters

Investing in our communities Read more / page 48

and 49

Supporting great causes Read more /

page 48 and 49

Anti corruption and anti bribery matters Read more / page 50

Related principal risk:

Brand and reputation; Business Resiliance;

Regulatory and compliance

Read more /

page 75 and 76

Anti corruption and anti bribery matters

Whistleblowing hotline, anti corruption

and anti bribery

Read more / page 8

79Strategic Report Governance Financial Statements 79Motorpoint Group Plc Annual Report and Accounts 2024

Governance

80 Board of Directors

82 Introduction to governance

83 Corporate governance report

86 Audit Committee report

90 Nomination Committee report

94 ESG Committee report

96 Remuneration Committee report

98 Remuneration policy

105 Annual report on remuneration

113 Directors’ report

118 Statement of Directors’ responsibilities

The Board remains

committed to

delivering sustainable

and profitable growth.

John Walden, Chair

80 Motorpoint Group Plc Annual Report and Accounts 2024

Board of Directors

Experienced team

delivering long term value

Committee membership key

Audit

Committee

Remuneration

Committee

Nomination

Committee

ESG

Committee

Chair

Chris Morgan

Chief Financial Officer

January 2021

Chris was appointed Chief

Financial Officer in January

2021, and is also the Company

Secretary for Motorpoint

Group Plc. Chris was formerly

group finance director at

Speedy Hire Plc. Prior to this

Chris held senior finance

leadership positions at Go

Outdoors and Tesco, where

he was latterly the finance

director for the Czech

Republic and Slovakia. Chris

is a Fellow of the Institute of

Chartered Accountants in

England and Wales.

None

John Walden

Independent Non Executive Chair and

Chair of the Nomination Committee

Mark Carpenter

Chief Executive Officer

N E

January 2022 April 2016 (CEO since May 2013)

John has held prior roles including

Chair and Non Executive Director

of SCS Group Plc, Chair of Snowfox

TopCo Ltd (Guernsey), Chair of

Naked Wines Plc, Chair of the Jersey

parent company of Holland & Barrett

International, and Non Executive

Director of Celine Jersey Topco

Ltd, the Jersey holding company

of Debenhams. John was also an

executive director at FTD Companies.

John served as CEO of Argos and its

parent company Home Retail Group

Plc, and he has held several senior

roles with Best Buy Co. including EVP

and president of the internet division.

John has been a driving force in

omnichannel and consumer driven

retailing, as well as leading digital and

transformational change, both in the

UK and US.

Mark was appointed as Chief

Executive Officer in May 2013

following two years as CFO,

and has almost 20 years’

experience in motor retail.

Mark was previously Finance

Director of Sytner Group

Limited from 2005 to 2010.

Prior to this, Mark was with

Andersen, where he qualified

as a Chartered Accountant.

John is the Founder of Inversion LLC. None

Appointment

Background

and career

External roles

81Strategic Report Governance Financial Statements Motorpoint Group Plc Annual Report and Accounts 2024

Mary McNamara

Senior Independent Non Executive Director

and Chair of the Remuneration Committee

Adele Cooper

Independent Non Executive Director

and Chair of the ESG Committee

Keith Mansfield

Independent Non Executive Director

and Chair of the Audit Committee

May 2016 (appointed as Senior

Independent Director in October 2016)

March 2020 May 2020

Mary was CEO of the commercial division

and board director of the Banking Division

at Close Brothers Group Plc.

She spent 17 years with GE in a number

of leadership roles, including CEO of the

European Fleet Services business.

Mary has also spent time with Skandia and

14 years at Harrods.

Adele has extensive marketing and senior

leadership experience, having worked at

some of the world’s leading technology

companies, most recently at Pinterest

from June 2015 to December 2019. While

at Pinterest, Adele was responsible for

the UK and Ireland, overseeing strategic,

commercial and operational management.

Prior to this, Adele has been with Facebook

and Google in a lead global relationship role

and a variety of regional and global lead

roles in marketing and operations. Adele

held the post of Chief Revenue Officer at

&Open until May 2024.

Keith was appointed to the Board of

Motorpoint Group Plc as Independent

Non Executive Director in May 2020.

A Chartered Accountant by background,

Keith brings extensive accountancy

experience, having worked at PwC

for over 30 years, during which time

he served as Chair of PwC in London

responsible for assurance, tax and

advisory services. As a partner for 22

years, he has led services to public and

private companies across a range of

industry sectors.

None Adele has been a Non Executive Director

of Conjura Ireland Limited since 2020, and

was appointed a Non Executive Director of

Premier Lotteries Ireland on 1 April 2024.

Keith is a Non Executive Director of

Tritax Eurobox Plc, where he chairs

the Audit Committee and is a member

of the Management Engagement

Committee. Keith is also the Chair of

Albemarle Fairoaks Airport Limited and

a Non Executive Director on the boards

of Martins Investment Holdings Ltd,

Martins Development Holdings Ltd and

Martins Financial Holdings Ltd. Keith was

appointed as a Director of Fairoaks Airport

Holdings Limited in May 2023.

A R N E A R N E A R N E

82 Motorpoint Group Plc Annual Report and Accounts 202482 Motorpoint Group Plc Annual Report and Accounts 2024

Chair’s

introduction

Introduction to governance

Board changes

There have been no changes to the

membership of the Board over the

last year.

Biographies for each of the current

Directors are set out on pages

80 and 81. The progress in talent

development and diversity can be

found on pages 91 and 92.

Compliance statements

Throughout the year ended

31 March 2024, the Company has

complied with all the provisions

as set out in the 2018 Corporate

Governance Code (2018 Code)

(a copy of which is available on

the Financial Reporting Council’s

website at www.frc.org.uk).

Share buyback programme

In January 2024, we announced

our intention to commence a

share buyback programme of

approximately 5% of the ordinary

shares of the Company, and to

cancel these shares. Even after

taking into consideration the capital

required to fund organic growth,

the Company’s cash generation and

the strength of its balance sheet

has led the Board to conclude that

the programme is an attractive use

of the Company’s resources and

beneficial for all stakeholders.

Our effectiveness

Every year we perform a review of

the effectiveness of the Board. In

early 2024 we carried out an internal

Board effectiveness review, with

participation from all members of

the Board. The findings show that

the work we do as a Board and in

our committees continues to be

effective and shows continuous self

reflection and improvement. Our

review also confirmed that our focus

in the coming year will continue to

be on succession planning at Board

and senior leadership level whilst

factoring in our diversity, equity and

inclusion objectives, engaging with

the wider Senior Leadership Team

throughout the year and evolving

the Board development programme.

Board priorities

Our priorities for next year are very

much focused around continuing

to build sustainable and profitable

growth in the Group as the market

recovers and delivering on our

strategic plan, all underpinned by

strong and effective governance.

John Walden

Chair

13 June 2024

As a Board, we are conscious

that we are accountable to all our

shareholders and hold a position of

responsibility to valued stakeholders

including employees, customers,

suppliers and the environment. We

maintain an active dialogue with

shareholders throughout the year and

listen to views of representatives of

investors and financial institutions.

We also welcome the opportunity to

answer shareholders’ questions at our

2024 Annual General Meeting (AGM).

ESG

We are committed to an ESG

agenda which aims to exceed our

stakeholders’ expectations. The

ESG Committee has met on three

occasions to develop, implement

and monitor our ESG strategy, as well

as oversee and support stakeholder

engagement on ESG matters. The

past year has seen the Company

make significant strides in this arena,

including recognition as one of

Europe’s climate leading companies

by the Financial Times thanks to

reductions in core emissions year on

year, and transparent reporting of

Scope 3 emissions. This prestigious

external validation of the Company’s

achievements is reflective of our

increased strategic focus on ESG,

and the Board remains committed to

continuous improvement in this area.

Dear Shareholder,

I am pleased to present my Corporate

Governance review for Motorpoint

for FY24. The aim of this report is

to explain Motorpoint’s governance

framework and outline how it was

applied on a practical basis over the

last year.

During the last year the Company

has had to contend with continued

economic headwinds, with high

levels of inflation, interest rates and

consumer uncertainty continuing

to affect demand for used cars. The

Company’s lean cost base positioned

it to weather this turbulence, and the

correction in values seen during the

second half of FY24 points towards

recovery during the year ahead, as the

used car market begins to normalise.

The Board remains committed to

delivering sustainable and profitable

growth and pursuing the strategy set

out earlier in this report. Despite the

ongoing challenges to profitability,

we have continued to make good

progress against our strategic

objectives, and believe we have the

strength and agility to harness the

opportunities as the market recovers.

Our priorities are focused

on building sustainable

and profitable growth,

underpinned by

strong and effective

governance.

John Walden,

Chair

83Strategic Report Governance Financial Statements Motorpoint Group Plc Annual Report and Accounts 2024 83Strategic Report Governance Financial Statements Motorpoint Group Plc Annual Report and Accounts 2024

Corporate governance report

Board leadership and purpose

The role of the Board

The Board sets the Company’s

strategic aims and ensures that the

necessary resources are in place to

allow the Company’s objectives to be

met in a responsible and sustainable

way that supports long term growth.

It is also responsible for corporate

governance and the overall financial

performance of the Group. The

Board establishes the Company’s

culture, values and ethics; leading

by example in modelling expected

behaviours and standards and

devoting sufficient time and

attention to the Directors’ roles.

The current Board comprises the

Chair, three independent Non

Executive Directors (including a

Senior Non Executive Director)

and two Executive Directors.

Roles and responsibilities

The Chair’s role

The Chair’s primary role is the

leadership of the Board. By ensuring

that the Directors receive accurate,

timely and clear information they

are key in cultivating a boardroom

culture of honesty and openness

which encourages debate and

constructive challenge, and

facilitates an environment within

which the Non Executive Directors

are supported to make an effective

contribution. The Chair sets the

Board’s agenda and ensures

sufficient time is allocated for the

discussion of all agenda items.

The Chair also consults with the Non

Executive Directors, in particular

the Senior Independent Director,

on matters of corporate governance

and ensures all Directors are made

aware of any major shareholders’

issues and concerns.

The Board is satisfied that the

Chair fulfils their responsibilities

in enabling the Board to make

sound decisions.

Chief Executive Officer’s role

The Chief Executive Officer (CEO)

is responsible for the day to day

running of the Group’s business,

including the development and

implementation of strategy and

decisions made by the Board, as well

as the operational management of

the Group.

Chief Financial Officer’s role

The Chief Financial Officer (CFO) is

responsible for the Group’s financial

activities, including control, planning

and reporting, and also contributes

to the broader management of the

Group’s business. The CFO supports

the CEO with the development,

implementation and tracking of the

Group’s strategy.

Senior Independent Director’s role

The Senior Independent Director

acts as a sounding board to the Chair

and serves as an intermediary for

the other Directors when necessary.

The Senior Independent Director is

available to shareholders to assist

with addressing any concerns that

may arise.

The Senior Independent Director

also meets with Non Executive

Directors without the Chair present

at least annually and conducts

the annual appraisal of the Chair’s

performance, providing feedback to

the Chair on the appraisal outputs.

Independent Non

Executive Directors

The Non Executive Directors bring

independence, and a broad mix

of business skills, knowledge and

experience to the Board. They

provide an external perspective

to Board discussions and are

responsible for holding the

Executive Management team to

account on behalf of shareholders.

The Non Executive Directors

constructively challenge Board

discussions and help develop

proposals on strategy. The

independent Directors meet at least

once annually without the presence

of the Executive Directors.

Non Executive Directors monitor

the reporting of performance

and ensure that the Company

is operating within its agreed

governance and risk framework.

The Company Secretary’s role

The Company Secretary

ensures that effective two way

communication flows between

the Board and its committees and

between senior management and

the Non Executive Directors. The

Company Secretary is responsible

for ensuring that the Board operates

in accordance with the Company’s

corporate governance framework.

The appointment and removal of the

Company Secretary is a matter for

the whole Board.

Matters reserved for the Board

To retain control of key decisions

and ensure that there is a clear

division of responsibility between

the Board and the day to day

operations of the business, the

Board has a formal schedule of

matters reserved for its decision.

These reserved matters include

financial reporting, investment

appraisal and risk management.

The matters were reviewed by the

Board in July 2023 to ensure they

were aligned with the 2018 Code

and remain appropriate for the

needs of the business.

Board committees

The Board operates several

committees to support it in carrying

out its duties. Further information

about the work carried out by these

committees can be found on the

following pages:

• Audit Committee

(pages 86 to 89)

• Nomination Committee

(pages 90 to 93)

• ESG Committee

(page 94 and 95)

• Remuneration Committee

(page 96 and 97)

Board focus during the year

The Board holds regular scheduled

meetings each year, and additional

strategy sessions which are usually

held off site. The meetings were held

in a hybrid format again this year,

with some attended in person and

others held virtually.

Key areas of focus during the

year were:

Strategy

• The Board regularly reviewed

progress against the Strategic Plan

• Overseeing investor relations

and communications

• Monitoring strategic growth

opportunities such as technology

and customer service investment,

cost base efficiencies and

exploration of other growth

opportunities

84 Motorpoint Group Plc Annual Report and Accounts 202484 Motorpoint Group Plc Annual Report and Accounts 2024

Corporate governance report continued

Financial

• Approved the full year results

announcement and the Annual

Report for the 2023 financial year.

In doing so, the Board considered

that the Annual Report, taken as

a whole, was fair, balanced and

understandable, and provided

the information necessary for

shareholders to assess the

Group’s and Company’s position,

performance, business model

and strategy

• Post year end, the Board

approved the full year results

announcement and the Annual

Report for the 2024 financial year.

In doing so, the Board considers

that the Annual Report, taken

as a whole, is fair, balanced and

understandable, and provides

the information necessary for

shareholders to assess the

Group’s and Company’s position,

performance, business model

and strategy

• Continued suspension of the

payment of any dividends

• Approved the Budget for FY25

• Approved the half year results, full

year results and trading updates

• Review of Group cash position

and forecasting, and the approval

of the banking extension through

to June 2026. Approved changes

to facility levels and covenant

tests

• Monthly performance reporting

and review

Internal control and risk

management

• Reviewed the effectiveness of the

Group’s risk management and

internal control systems

• Carried out a robust assessment

of the emerging and principal

risks facing the Group. Further

information on these principal

risks, the procedures in place

to identify emerging risks and

how these are being managed or

mitigated can be found on pages

66 to 69 and pages 72 to 77

• Approved the viability statement

as disclosed in the FY24 Annual

Report, which sets out that the

Group will be able to continue in

operation and meet its liabilities

as they fall due over the next

three years. The Board deemed

a three year period to the end

of FY27 would be appropriate,

taking into account the Group’s

current position and the potential

impact of the principal risks

and uncertainties

• Considered and approved the

adoption of the going concern

basis of accounting in preparing

the half and full year results

• Approved updates to the

Treasury policy

People, talent and culture

• Succession planning and talent

development for all senior roles

• Reviewed the results of the

engagement survey

• Ensured safe and comfortable

working environments

• Reviewed the organisation

structure and approach to

rightsizing the business

• Implemented a Restricted Share

Award for eligible colleagues

• Implemented an SAYE Share Plan

for colleagues for the three year

period commencing February 2024

Governance, compliance

and ethics

• Approved AGM business such

as the Notice of Meeting and

related ancillaries

• Carried out an internal Board

evaluation, reviewed the report

and recommendations and

agreed an action plan

• Assessed the independence

of all Directors

• Reviewed and updated the

Terms of Reference for the

Audit Committee, Remuneration

Committee, Nomination

Committee and ESG Committee

Board independence and

appointment terms

The Board has reviewed the

independence of each Non

Executive Director and considers

each of them to be independent

of management and free from

business or other relationships that

could interfere with the exercise

of independent judgement. The

Company meets the requirement

under Provision 11 of the 2018

Code that at least half of the Board,

excluding the Chair, are Non

Executive Directors whom the Board

considers to be independent.

The Board believes that any shares

in the Company held personally by

a member of the Board serves to

align their interests with those of

the shareholders.

The CEO, Mark Carpenter, owns

approximately 9.8% of the shares

of the Company. The Board is fully

confident that, in the very unlikely

event of a conflict emerging

between Mark Carpenter’s duties

as a Director and his interests as

a shareholder, he would absent

himself from the Board discussions

in question (and the Board would

ensure that he does so).

The terms and conditions of

appointment of the Non Executive

Directors are contained within their

Letters of Appointment. The terms

of appointment for the Directors

confirm they are expected to devote

such time as necessary for the

proper performance of their duties.

The Board reviews and approves as

necessary any additional external

appointments the Directors may

look to obtain.

The CEO and CFO do not currently

have a non executive directorship on

any other listed company board.

Board meetings

The Board met regularly to discharge

its duties effectively. Directors are

provided with meeting papers

approximately one week in advance

of each Board or Committee meeting.

Members of the Senior Leadership

Team are regularly invited to attend

Board meetings to present on their

specific area of responsibility.

85Strategic Report Governance Financial Statements Motorpoint Group Plc Annual Report and Accounts 2024 85Strategic Report Governance Financial Statements Motorpoint Group Plc Annual Report and Accounts 2024

Board and Committee attendance FY24

The Board has regular scheduled meetings throughout the year, in addition to Board calls as and when needed.

Directors’ attendance at Board and Committee meetings during the year is outlined below:

Director

Board

(9 meetings)

Audit

Committee

(3)

Nomination

Committee

(1)

Remuneration

Committee

(4)

ESG

Committee

(3)

Mark Carpenter 9 N/A 1 N/A 3

Chris Morgan 9 N/A N/A N/A 3

John Walden 9 N/A 1 N/A N/A

Mary McNamara 9 2 1 4 3

Keith Mansfield 9 3 1 4 3

Adele Cooper 9 3 1 4 3

Annual General Meeting

The 2024 AGM will be held on

24 July 2024.

The Notice convening the 2024 AGM

will be circulated to shareholders

separately, along with details on how

shareholders can raise questions to

the Board in advance. We will ensure

that shareholders are kept informed

using the Notice of Meeting, our

website, and relevant regulatory

announcements as appropriate.

Conflicts of interest

In line with the Companies Act

2006, the Company’s Articles of

Association allow the Board to

review any potential conflicts of

interest that may arise and impose

limits or conditions as appropriate.

The Board has an agreed formal

process for the Directors to disclose

any conflicts of interest. Any

decision of the Board to authorise a

conflict of interest is only effective

if it is agreed without the conflicted

Director(s) voting or without their

votes being counted. In making

such a decision, the Directors must

act in a way they consider in good

faith will be most likely to promote

the success of the Group.

Independent advice

The Directors may take independent

professional advice, if necessary,

at the Company’s expense.

Board training and development

Directors are continually updated on

the Group’s business, the markets

in which the business operates and

changes to the competitive and

regulatory environments, through

presentations and briefings to the

Board from Executive Directors and

the Senior Leadership Team.

Directors received briefings from

the Company Secretary during the

year on governance and compliance

matters and relevant legislative

changes, as well as external briefings

on pertinent topics as part of the

regular in person strategy sessions.

Relations with shareholders

All shareholders have access

to the Chair and the Senior

Independent Director, who are

available to discuss any questions

which shareholders may have

in relation to the running of

the Company.

The Board recognises the need

to ensure that all Directors are

fully aware of the views of major

shareholders. Copies of all analysts’

research relating to the Company

are circulated to Directors upon

publication. The Company receives

a monthly Investor Relations report

which includes an analysis of the

Company’s shareholder register.

John Walden

Chair

13 June 2024

86 Motorpoint Group Plc Annual Report and Accounts 2024

Dear Shareholder,

I am pleased to present the

report of the Audit Committee

(the Committee) for FY24. The

purpose of this report is to look

back over the financial year ended

31 March 2024 and describe the

Committee’s responsibilities and

activities during the year.

The Committee fulfils an important

oversight role, monitoring the

effectiveness of the Group’s

system of internal control and

risk management framework and

reviewing the integrity of the

Group’s financial reporting. The key

objectives of the Committee are

to review and report to the Board

and shareholders on the Group’s

financial reporting, internal control

and risk management systems,

and on the independence and

effectiveness of the external auditor.

Risk management and internal

control is a priority topic for the

Group, ensuring Motorpoint can

respond with pace and robustly to

economic uncertainty, regulatory

change as well as mitigating physical

risks to its stores and inventory.

I would like to thank my colleagues

in the Committee for their valued

contributions during this year. I

would also like to extend my thanks

to our colleagues within the business

who have rigorously applied hard

work and Motorpoint’s shared values,

working together in response to the

significant economic turbulence and

industry challenge that Motorpoint

has faced in the year.

Audit Committee

Chair’s statement

The Committee had

an increased focus

on the going concern

modelling performed by

management alongside

monitoring and review

of internal controls,

especially around cash

management. This was

especially important

given the challenges

presented by external

economic headwinds.

Keith Mansfield,

Audit Committee Chair

Committee

Governance

Committee membership

and attendance

During the year, the

Committee comprised:

• Keith Mansfield (Chair)

• Adele Cooper

• Mary McNamara

The Committee met three times

during the year and attendance

is set out in the table on

page 85.

Audit Committee report

87Strategic Report Governance Financial Statements Motorpoint Group Plc Annual Report and Accounts 2024

Committee composition

and membership

The Committee currently

comprises three independent

Non Executive Directors.

During the year, the following

members served on the Committee:

• Keith Mansfield (Chair)

• Adele Cooper

• Mary McNamara

The Board believes that the

members of the Committee as a

whole have competence relevant

to the sector in which the Group

operates, gained from their

respective external roles, previous

and present. Biographical details

of Committee members are set out

on pages 80 and 81.

In particular, the Board has

identified me as the member of

the Committee having recent and

relevant financial experience for the

purposes of the 2018 Code. I have a

wealth of financial experience from

my previous roles, having worked at

PricewaterhouseCoopers LLP (PwC)

for 30 years.

At the invitation of the Chair of

the Committee, the CEO and CFO

attended all meetings during the

year in order to maintain effective

and open communications.

The external auditor, PwC, attend

meetings of the Committee and

have direct access to the Committee

should they wish to raise any

concerns outside of the formal

Committee meetings.

Similarly, Motorpoint’s Internal Audit

function attend for the specific portion

of Committee meetings pertaining to

internal audit, and has direct access

to the Committee should there be any

need for raising any concerns outside

of the formal context.

Role of the Committee

The role and responsibilities

of the Committee are set out

in its terms of reference which

are available on the Company’s

website motorpointplc.com.

The main responsibilities of the

Committee are listed below:

• monitor the integrity of the

financial statements of the

Company, including its annual

and half yearly reports, preliminary

announcements and any other

formal statements relating to

its financial performance, and

review and report to the Board

on significant financial reporting

issues and judgements which

those statements contain having

regard to matters communicated

to it by the auditor;

• review the content of the Annual

Report and Accounts and advise

the Board on whether, taken as

a whole, it is fair, balanced, and

understandable and provides

the information necessary

for shareholders to assess

the Company’s performance,

business model and strategy and

whether it informs the Board’s

statement in the Annual Report

on these matters that is required

under the Code;

• keep under review the Company’s

internal financial controls systems

that identify, assess, manage

and monitor financial risks, and

other internal control and risk

management systems;

• review and approve the

statements to be included in

the Annual Report concerning

internal control, risk

management, including the

assessment of principal risks

and emerging risks, viability

statement and going concern;

• review reports from the internal

audit function;

• review the adequacy and security

of the Company’s arrangements

for its employees, contractors and

external parties to raise concerns,

in confidence, about possible

wrongdoing in financial reporting

or other matters;

• review the effectiveness of risk

management and internal control

policies in relation to ESG matters;

• monitor the statutory audit

of the Annual Report and the

consolidated financial statements;

• review significant financial

reporting issues;

• recommend to the Board the

reappointment of the external

auditor and approve their

remuneration and terms of

engagement; and

• monitor and review the external

auditor’s independence and

objectivity and the effectiveness

of the external audit process,

including considering relevant

UK professional and regulatory

requirements and the

appropriateness of the provision by

the auditors of non-audit services.

The Terms of Reference authorise the

Committee to obtain independent

legal or other professional advice at

the Company’s expense.

Activities

The Committee reviewed the

following items since the last report:

• Annual Report and Accounts

to 31 March 2024 and half year

results to 30 September 2023;

• Chair met and had discussions

with PwC as part of the audit

process;

• external audit plan and review

of effectiveness;

• non-audit services policy

(NAS) and reached a general

presumption that PwC is not

best placed to offer NAS so as to

safeguard their independence

with possible exceptions noted in

respect of a future requirement for

assurance over ESG and internal

controls which the Group’s auditor

is well placed to deliver;

• the Group’s prospects (going

concern and viability);

• tax and treasury policies;

• corporate risk assessment

including review of the key risks,

risk management activities and

emerging risks;

• findings from the external auditor

on the FY24 year end audit; and

• findings from the work of

internal audit.

88 Motorpoint Group Plc Annual Report and Accounts 202488 Motorpoint Group Plc Annual Report and Accounts 2024

Financial reporting

The primary role of the Committee

in relation to financial reporting is

to review with both management

and the external auditor, and report

to the Board the appropriateness

of the annual financial statements,

considering amongst other matters:

• whether the Annual Report, taken

as a whole, is fair, balanced and

understandable, and provides

the information necessary

for shareholders to assess

the Company’s performance,

business model and strategy.

The statement incorporating the

conclusion of this assessment is

included later in this section;

• the application of significant

accounting policies and any

changes to them;

• the methods used to account

for significant or unusual

transactions where different

approaches are possible;

• whether the Company has

adopted appropriate accounting

policies and made appropriate

estimates and judgements, taking

into account the external auditor’s

views on the financial statements;

• the clarity and completeness

of disclosures in the financial

statements and the context in

which statements are made; and

• all material information presented

with the financial statements,

including the Strategic report

and the corporate governance

statements relating to the audit

and to risk management.

In addition to the above, the

Committee supports the Board in

completing its assessment on the

adoption of the going concern

basis of preparing the financial

statements. Furthermore, as part

of the Committee’s responsibility

to provide advice to the Board on

the long term viability statement,

the Committee performed a

robust review of the process and

underlying assessment of the

Group’s longer term prospects

made by management.

Significant matters

considered by the Committee

in relation to the financial

statements

In the preparation and final approval

of the financial statements,

the Committee discussed with

management the key sources of

estimation and critical accounting

judgements. The Committee

considered the following significant

issues in relation to the FY24

financial statements:

• Inventory Valuation. Inventory is

valued at the lower of cost and

net realisable value. Following

increased margin fluctuations

on vehicles in FY23, the Company

saw an increased level of loss

making sales in FY23, which

continued into FY24. There is

a risk that selling prices could

reduce further below cost and

so require increased provision

against inventory cost. The

Committee reviewed the

provision held against inventory

by the Group throughout the

year and determined that at the

year end, the level of provision

made was appropriate and

included a prudent approach

so that inventory was valued

appropriately, even in the event

of a repeat of the early FY24 price

shock leading to increased losses.

• Appropriate capitalisation of

IT development costs in line

with the criteria set out in IAS

38. The Committee is satisfied

based on the substantiation of

the requirements of IAS 38 that

the appropriate accounting

treatment was applied.

• Going concern. Given the

financial performance in FY24,

there was a decrease in available

headroom against banking and

stocking facility covenants.

Whilst management took actions

to negotiate these during the

year, the Committee had an

increased focus on the going

concern modelling performed

by management. A range of

scenarios was considered, and

the Committee agreed that the

financial statements should

continue to be prepared on

a going concern basis

The Committee also

reviewed changes to funding

arrangements, including a

relaxation of covenant tests, and

concluded that these supported

the going concern conclusion

reached by management.

• Site level cash generating unit

impairment. Whilst there has been

significant headroom regarding

impairment of property, plant

and equipment and right-of-use

assets at the Motorpoint CGU

site level in previous years, the

recent economic and market

challenges, reflected in FY24

results, have reduced the level

of headroom, at the site level,

between the carrying value of

assets and discounted future cash

flows. The Committee reviewed

management’s forecasts which

plan over a three year basis in

line with the viability assessment.

The Committee is satisfied that

the Board approved forecasts are

reasonable, and are consistent

with management’s conclusion

that the carrying value of assets

is appropriate.

Annual Report

The Committee has undertaken

a review and assessment of the

Annual Report in order to determine

whether it can advise the Board that,

taken as a whole, the Annual Report

is fair, balanced and understandable,

and provides shareholders with the

information they need to assess the

Company’s position, performance,

business model and strategy.

In doing this, the Committee

considered the following:

• the description of the business is

consistent with the Committee’s

own understanding;

• the narrative of the Strategic

report fairly reflects the

performance of the Group over

the period reported on;

• that there is a clear and well

articulated link between all areas

of disclosure including going

concern and viability; and

• the findings from the external

auditor as part of the FY24 year

end audit.

Audit Committee report continued

89Strategic Report Governance Financial Statements Motorpoint Group Plc Annual Report and Accounts 2024 89Strategic Report Governance Financial Statements Motorpoint Group Plc Annual Report and Accounts 2024

All relevant issues relating to the

Annual Report were fully discussed at

the Committee meeting in June 2024.

The Committee has concluded that

the Annual Report, taken as a whole,

is fair, balanced and understandable

and that it can advise the Board as

required by the 2018 Code and other

relevant rules and regulations.

Going concern and

viability statement

The Company is required to include

statements in its Annual Report

relating to going concern and

viability. The Committee reviewed

and discussed with management

and concluded that the financial

statements can be prepared on a

going concern basis and that there is a

reasonable expectation that the Group

will be able to continue in operation

and meet its liabilities as they fall due

over at least a 12 month period after

the signing of the financial statements.

The Directors assessed the prospects

of the Group over a three year

period, which reflects the budget

and planning cycle adopted by the

Group and is in line with the viability

assessment of the Group. The

assessment of the Group’s prospects,

together with the Group’s going

concern and viability statement, are

set out on pages 116 to 117 and pages

70 to 71 respectively of the report.

Internal audit

A number of risk based reviews

were undertaken by internal audit in

line with the FY24 audit plan. Internal

audit’s areas of review in FY24 included:

• Stock management controls

• Bank and cash procedures

• Travel and expenditure

• VAT and corporation tax controls

The plan for FY25 will be completed

this summer, following the

introduction of the new head of

Internal Audit.

External auditor

Independence

There are a number of robust policies

in place, all of which aim to safeguard

the independence of the external

auditor. In accordance with best

practice, the external audit contract will

be put out to tender every ten years,

with the next retender due no later

than the year ending 31 March 2027.

In accordance with the Auditing

Practices Board standards, the lead

audit partner at PwC will be rotated

every five years to ensure continuing

independence. Mark Skedgel, the

current audit partner, assumed this

responsibility for the year ended

31 March 2020 and will be standing

down on completion of the FY24

audit. Mark Foster, who has the

required skills and experience, will

be taking over from Mark Skedgel

for the FY25 audit.

There are no contractual obligations

that restrict the Company’s choice

of external auditor.

External auditor effectiveness

The Committee conducts an annual

external audit effectiveness review

each year. It is the Committee’s

responsibility to monitor and assess

the effectiveness of the external

audit and examine the auditor’s

independence, the audit planning

process, audit approach and delivery,

audit team expertise and experience,

resources, responsiveness and

communication in respect of the

financial year audit. In order to

discharge this responsibility, the

Committee followed the process

outlined below:

• the terms, areas of responsibility,

duties and scope of work of the

external auditor as set out in the

engagement letter are reviewed

at the Committee meetings;

• the Committee discusses and

agrees at the planning stage the

draft list of specific audit risks;

• the Committee assesses the audit

plan in advance of the year end

and discusses audit planning and

focus, quality, staffing, fees and

accounting policies with the auditor;

• the Committee receives post

audit feedback from management

and the auditor in relation to the

conduct of the audit and where

significant time is spent;

• during the conduct of the audit,

the Committee considers the

auditors challenge of management

assumptions and judgements;

• the Committee meets with

the auditor in the absence of

management to receive and

discuss feedback on the conduct

of the audit;

• all Committee members, key

members of management, and

those who regularly provide

input into the Committee provide

feedback on how well PwC

performed the year end audit; and

• the feedback and conclusions

are discussed, along with the

conclusion regarding specific

audit risks, with an overall

conclusion on audit effectiveness

reached. Any opportunities for

improvement are brought to the

attention of the external auditor.

The Committee concluded that PwC

provided an effective, independent

and objective audit and that the

Committee was therefore satisfied that

it had obtained a high quality audit.

The Committee agreed to recommend

to the Board the reappointment of

PwC as the Group’s external auditor

and a resolution to this effect will be

proposed at the 2024 AGM.

Non-audit services

To further safeguard the

independence and objectivity of

the external auditor, non-audit

services provided by the external

auditor are considered, and where

appropriate authorised, by the

Committee in accordance with

a non-audit services policy. This

policy limits the amount and type of

services undertaken by our auditor.

Permitted services are subject to

a cap of 70% of the average of the

fees paid for the statutory audits

over a three year period.

Non-audit services provided by PwC

only relate to access to the auditor’s

generic online accounting manual.

Keith Mansfield

Audit Committee Chair

13 June 2024

90 Motorpoint Group Plc Annual Report and Accounts 2024

Dear Shareholder,

I am pleased to present the report

of the Nomination Committee

(the Committee) for FY24.

The Nomination Committee keeps

under regular review the structure

and composition of the Board and

its committees and ensures that the

Board and Executive leadership has

the appropriate balance of skills,

expertise and experience to support

the Company.

In FY24, the Committee met once,

where it discussed succession

planning for the Executive and

Senior Leadership Team, and the

Board. There were no new Board

appointments or resignations during

the period and the Committee

remains satisfied that the Board

composition is balanced and

effective, and that the appropriate

corporate governance standards

and practices are in place.

Following the internal Board

effectiveness review, the Board’s

discussions identified a number of

opportunities to help encourage

a diverse and inclusive pipeline of

executive and non executive talent

within the Company. This will be

a key focus for the Committee in

the upcoming year to ensure that

momentum is maintained, and an

additional meeting has been planned

in FY25 to support development in

this area. The Committee is clear

on the vision to promote and model

an inclusive and supportive culture

where every individual, of any

identity, from any background, feels

they can be their authentic self at

work, and keeps those values front

and centre of its work. Further details

on diversity within the business can

be found within the Strategic report

on page 45.

Nomination Committee

Chair’s statement

Succession planning

and alignment to our

diversity and inclusion

objectives will be an

increased area of focus

for us in FY25.

John Walden

Nomination Committee Chair

Committee

Governance

Committee membership

and attendance

During the year, the

Committee comprised:

• John Walden (Chair)

• Adele Cooper

• Keith Mansfield

• Mary McNamara

• Mark Carpenter (CEO)

The Committee met once during

the year and attendance is set

out in the table on page 85.

Nomination Committee report

91Strategic Report Governance Financial Statements Motorpoint Group Plc Annual Report and Accounts 2024

All Directors are subject to election

or re-election to the Board by

shareholders on an annual basis at the

Company’s AGM. The Chair, on behalf

of the Board, has confirmed each

Director continues to be an effective

member of the Board and will stand

for re-election at the 2024 AGM.

Committee responsibilities

The Committee is responsible for:

• Board composition: The

Committee considers the balance

of skills, diversity, knowledge

and experience of the Board

and its committees and reviews

the Board’s structure, size and

composition, including the time

commitment required from Non

Executive Directors;

• Board and executive nominations:

The Committee leads on the

recruitment and appointment

process for Directors and makes

recommendations regarding any

adjustments to the composition

of the Board; and

• Board and executive succession

planning: The Committee

proposes recommendations to

the Board for the continuation

in service of each Director and

ensures that the Board is well

prepared for changes to its

composition and that appropriate

succession plans are in place.

The Committee has formal Terms

of Reference which are reviewed

annually and are available on the

Company’s website.

Activities of the Committee

During the year the main activities

of the Committee were as follows:

• Considered succession planning

for the Executive and Senior

Leadership Team, and for

the Board.

Composition of the Board

as at 31 March 2024

INED/Executive split

Chair 1

INED (excluding the Chair) 3

Executive 2

Diversity and inclusion

The Board recognises the importance

of diversity and inclusion in the

boardroom and seeks to recruit

Directors with varied backgrounds,

skills and experience. Appointments

are made on merit and against

objective criteria, taking account of

the skills, experience and expertise

of candidates. The Financial Conduct

Authority (FCA) has introduced rules

and targets which require listed

companies to make disclosures

in relation to gender and ethnic

diversity at Board and executive

management level. The targets are

that at least 40% of the Board should

be women, at least one of the senior

Board positions should be a woman,

and at least one member of the Board

should be from an ethnic minority

background. As at 31 March 2024, we

comply with the senior Board position

target, with the SID role being

occupied by a woman, but have not

achieved the target of the Board

having 40% female representation

or a Board member from an ethnic

minority. The Committee seeks to

attract more women and people from

an ethnic minority background onto

the Board through a combination of

targeted succession planning and the

promotion of a culture that actively

celebrates diversity throughout

the Company, and Nomination

Committee discussions around

succession planning during FY24

have clarified the Board’s intentions

in this regard.

The tables below identify the

gender identity and ethnic diversity

of members of the Board and

executive management.

The fall in female representation in

executive management relates to

the departure of the Group People

Director towards the end of FY24.

We are in the process of reviewing

our senior recruitment strategy,

which will take into account our

commitment to Diversity, Equity

and Inclusion matters.

Reporting table on sex/gender representation

Number of

Board members

Percentage of

the Board

Number of senior

positions on the

Board (CEO, CFO,

SID, Chair)

Number in executive

management

(excluding Executive

Directors)

Percentage

of executive

management

(excluding Executive

Directors)

Men 4 66% 3 4 100%

Women 2 34% 1 0 0%

Not specified/prefer not to say 0 0% 0 0 0%

Reporting table on ethnicity representation

Number of

Board members

Percentage of

the Board

Number of senior

positions on the

Board (CEO, CFO,

SID, Chair)

Number in executive

management

(excluding Executive

Directors)

Percentage

of executive

management

(excluding Executive

Directors)

White British (or other White) 6 100% 4 2 50%

Mixed/Multiple Ethnic Groups 0 0% 0 0 0%

Asian/Asian British 0 0% 0 2 50%

Black/African/Caribbean/Black British 0 0% 0 0 0%

Other ethnic group, including Arab 0 0% 0 0 0%

Not specified/prefer not to say 0 0% 0 0 0%

92 Motorpoint Group Plc Annual Report and Accounts 202492 Motorpoint Group Plc Annual Report and Accounts 2024

As part of the Company’s

commitment to Diversity, Equity

and Inclusion there are a number of

data collection points throughout

the employee experience that allow

tracking of performance against the

objective of having a truly diverse

workforce and inclusive culture.

This starts at the recruitment stage

with an Applicant Tracking System

which facilitates the gathering of

data on all applications. Right to

work checks are completed for all

hired employees and form a further

opportunity for data capture. Finally,

as part of this disclosure each

member of the team is asked how

they identify within the outlined

categories, including sexual

orientation, ethnic background

and any disabilities.

The Board’s composition and size is

kept under review by the Nomination

Committee to retain an appropriate

balance of skills, experience,

diversity and knowledge of the

Group. The Board also recognises

the importance of diversity and

inclusion at senior management

level. The Group’s SLT is made up

of six members including the CEO

and CFO. Information on initiatives

on diversity and inclusion can be

found in the People section of the

Strategic report on page 45.

Board and Committee

Effectiveness Review

The Board undertakes a formal

evaluation of its performance, and

that of each Director, on an annual

basis. The principal committees of

the Board also undertake an annual

evaluation of their effectiveness

in accordance with their Terms

of Reference. In FY23, the Board

identified three key action points

arising from its self evaluation and

measured the steps taken throughout

the year to achieve them. An update

on progress in all three areas can be

found in the table below.

FY23 Issue/Recommendation Action Progress during FY24

Employee engagement

A programme of onsite Board and strategy

sessions to be held to allow the Directors to

engage directly with local teams as well as

the SLT.

Employee engagement updates to be

scheduled at Board meetings.

The Board determined that this recommendation

had been achieved.

The Board has engaged with a variety of

employees in FY24, including store based team

members and various senior colleagues have

been invited to join Board and Committee

meetings. The Senior Independent Director

has also attended employee forums to discuss

topics such as strategy, remuneration and

diversity initiatives.

Succession planning

Nomination Committee and Board to be

allocated the necessary time and resources

to proactively consider succession planning

strategies in the context of both the

Board and executive leadership, with a

focus on developing a pipeline of quality

internal candidates.

The Board determined that this recommendation

had been achieved.

The Nomination Committee undertook a detailed

review of senior and executive leadership

succession planning during FY24, as well as

considering plans for the Board’s own succession.

Several action points were identified as a result

of the reviews.

Diversity, equity

and inclusion

Oversee the implementation of the Diversity,

Equity and Inclusion Strategy. Updates to be

provided at Board and/or Committee meetings

in FY24.

Ensure that diversity is factored into the

discussion on succession planning for Board

and executive roles.

The Board determined that this recommendation

had been achieved.

The ESG Committee received updates on

the implementation of the DEI strategy

including Gender Pay Gap reports and the

tracking of DEI information relating to new

and existing employees.

As part of the Board’s own succession planning,

the Committee expressed a desire to broaden

the ethnic diversity of the Board and address the

gender balance through targeted recruitment.

It also noted a skills gap in relation to technology

and undertook to explore the possibility of

recruiting a Board apprentice to help develop

new talent.

Nomination Committee report continued

93Strategic Report Governance Financial Statements Motorpoint Group Plc Annual Report and Accounts 2024 93Strategic Report Governance Financial Statements Motorpoint Group Plc Annual Report and Accounts 2024

In line with its discussions the previous year, in early 2024 the Board carried out an internal evaluation of the Board and

its committees. The evaluation covered a range of matters including the balance of contributions, quality of debate

and constructive challenge, senior leadership succession, stakeholder engagement, the effectiveness of agenda

planning and the quality and timeliness of meeting papers.

The results of the review were circulated to members of the Board and its recommendations were discussed and

actions were agreed and adopted at the March 2024 Board meeting. Three specific actions were identified for FY25,

as set out in the table below.

FY24 area of focus Action

SLT engagement

Continue to engage with employees during site visits, alongside more targeted engagement with

the Senior Leadership Team on an individual and Group basis.

Succession planning

Nomination Committee to continue to focus on succession planning at Board and senior

leadership level, factoring in the Company’s diversity, equity and inclusion objectives. Priorities

include succession planning for the Senior Independent Director and Remuneration Committee

Chair roles.

Board development

Review the Board development programme, ensuring that pertinent topics such as digital strategy

are covered during the course of the year.

The evaluation established that the Board remains satisfied that each Director contributes effectively to the Board

and its committees.

Election or re-election of Directors

In compliance with the 2018 Code, all current Directors will stand for re-election at the forthcoming AGM. The Board

has determined that all Directors standing for election or re-election at the AGM continue to be effective, hold recent

and relevant experience and continue to demonstrate commitment to the role.

Biographical details of each Director standing for election or re-election will be set out in the Notice of AGM.

John Walden

Nomination Committee Chair

13 June 2024

94 Motorpoint Group Plc Annual Report and Accounts 2024

Dear Shareholder,

I am pleased to present the report of

the ESG Committee (the Committee)

for FY24. The principal purpose

of this report is to look back over

the financial year ended 31 March

2024 and describe the Committee’s

responsibilities and activities

during the year. In addition to my

Committee responsibilities,

I also attended management’s

internal ESG meetings, and I

continue to be impressed with

Motorpoint’s commitment to doing

what is right and responsible.

The Committee oversees the

development and implementation

of the Group’s ESG strategy and

monitors its performance in relation

to ESG matters.

In FY24, the ESG Committee met

three times, where it focused on

monitoring the Group’s sustainability

and diversity objectives. Our

measurement of our performance in

relation to ESG goals has significantly

improved since the Committee

was created in 2022, which was

illustrated by the Financial Times’

formal recognition of Motorpoint

as one of Europe’s Climate Leaders,

identifying us as one of the

European companies that has been

most successful in reducing core

greenhouse gas emissions relative

to revenue. We are pleased to see

continued improvement in our main

climate change measures, such as

energy usage, business travel and

recycled/landfill waste.

Committee composition

and membership

The Committee currently comprises

three independent Non Executive

Directors, the CEO and CFO.

Only members of the Committee

are entitled to attend the meetings.

Key team members, such as the

Head of Internal Audit and Risk,

and Head of People, may be invited

to attend for all or parts of any

meeting, as and when appropriate.

ESG Committee

Chair’s statement

Further strong

progress made,

evidenced by the

Financial Times’

Europe Climate

Leader accolade.

Adele Cooper,

ESG Committee Chair

Committee

Governance

Committee membership

and attendance

During the year, the

Committee comprised:

• Adele Cooper (Chair)

• Keith Mansfield

• Mary McNamara

• Mark Carpenter (CEO)

• Chris Morgan (CFO)

The Committee met three times

during the year. Attendance is

set out in the table on page 85.

ESG Committee report

95Strategic Report Governance Financial Statements Motorpoint Group Plc Annual Report and Accounts 2024

Role of the Committee

The role and responsibilities of

the Committee are set out in its

Terms of Reference, which were

reviewed in FY24 and can be found

on the Company’s website. The key

objectives of the Committee are to:

• assist the Board in overseeing the

development and implementation

of the Group’s ESG strategy and

monitoring its performance in

relation to ESG matters;

• oversee and support stakeholder

engagement on ESG matters,

including, but not limited to,

understanding stakeholder

reporting expectations;

• review, prior to approval by the

Board, the ESG matters to be

presented in the Company’s

Annual Report and monitor the

integrity of these reports;

• oversee and monitor the

Group’s progress against any

net zero, decarbonisation or

other environmental, social or

governance strategies; and

• make proposals to the

Remuneration Committee

regarding appropriate ESG

related performance objectives

for Executive Directors. Provide

an assessment as to the

outcomes of the ESG related

performance objectives as at the

end of the reporting period.

I would like to thank my colleagues

in the Committee for their valued

contributions, as well as extending my

thanks to our colleagues within the

business who have enthusiastically

embraced the Group’s vision and aims

in relation to ESG.

Adele Cooper

ESG Committee Chair

13 June 2024

96 Motorpoint Group Plc Annual Report and Accounts 2024

Remuneration Committee report

Dear Shareholder,

I am pleased to present the

Company’s Directors’ Remuneration

Report for the financial year ended

31 March 2024. This report is split

into two sections:

• the Directors’ Remuneration

policy, which sets out the

remuneration policy that was

approved by shareholders at

the 2023 AGM; and

• the Annual report on

remuneration, which includes

this Chair’s statement and sets out

in detail how the remuneration

policy has been applied in the

year to 31 March 2024, as well as

how the policy will be applied in

the forthcoming year.

The Annual report on remuneration

will be subject to an advisory

shareholder vote at the 2024 AGM.

Performance for FY24 and

remuneration outcomes

The business continued to encounter

a number of well documented

macroeconomic headwinds during

FY24, which included higher interest

rates and inflation, consumer

uncertainty which reduced demand,

supply chain challenges, and a falling

used vehicle market. These have

culminated in our financial targets not

being met for the FY24 annual bonus.

Whilst the non-financial elements

of the bonus plan have delivered

performance above threshold targets

in relation to Customer, Employee,

Digital sales and reduction in

Scope 1 and 2 emissions, due to the

challenging trading performance and

the impact on financial performance,

the Committee used its discretion

to reduce the level of bonus payable

from 20.2% to 10.0% of maximum,

which will apply to both the

Executive Directors and the Senior

Leadership Team.

Remuneration

Committee

Chair’s statement

The Committee

has ensured that

remuneration is aligned

to the shareholder

experience. The

business encountered a

challenging FY24, which

has been reflected in

our approach this year,

whilst ensuring that

the management team

remain committed and

motivated to delivering

a strong performance

in FY25 and beyond,

as market conditions

continue to improve.

Mary McNamara

Remuneration Committee Chair

Committee

Governance

Committee membership

and attendance

During the year, the

Committee comprised:

• Mary McNamara (Chair)

• Adele Cooper

• Keith Mansfield

The Committee met four times

during the year and attendance

is set out in the table on

page 85.

97Strategic Report Governance Financial Statements Motorpoint Group Plc Annual Report and Accounts 2024

The Restricted Share Awards (RSAs)

granted to the CEO, CFO and other

senior management in June 2021 will

vest in June 2024. We are satisfied

that the performance underpin has

been achieved over the three year

performance period to 31 March

2024. In particular, management

has made significant strategic

progress in very challenging market

conditions and created a platform

for further future growth. Executives

have also been aligned to the

shareholder experience over the

Application of the Policy

for FY25

Given the continued challenging

market conditions there will be no

salary increases for both Executive

and Non Executive Directors in FY25,

with the average increase for the

wider workforce being limited to

2% of salary (other than for those

impacted by living wage increases).

The annual bonus opportunity will

remain at 100% of salary and is

based on performance measures

aligned to the business strategy.

Measures and their weightings

for FY25 have been reviewed

and are as follows: PBT (25%),

market share growth (25%), sales

attributed to digital leads (10%),

cars acquired from consumers

(15%), customer satisfaction (10%),

employee engagement (10%) and

an environmental metric based

on the reduction of Scope 1 and 2

emissions (5%).

vesting period, with lower values

on vesting as a result of the fall in

share price since the grant date,

both for this award and for the FY23

award, and in relation to their own

personal shareholdings. On this

basis, after careful consideration,

the Committee determined that the

award for the CEO and CFO should

be capable of vesting 50% in June

2024, 25% in June 2025 and 25% in

June 2026 with all shares required to

be held for five years from grant.

Restricted Share Awards will be made

over shares equivalent to 75% of

salary for both Executive Directors.

We will review the grant level at the

time the award is made but at the

share price at the time of writing

(which is higher than the share price

at the time of the prior year’s award)

we anticipate making the award at

the normal policy level. A robust

performance underpin will apply and

will continue to include an element

based on long term ESG performance

and we will review the award level on

vesting to ensure that there have not

been any windfall gains.

We believe that Motorpoint’s

approach to remuneration is

appropriate, taking into account

the application of discretion across

the wider Senior Leadership Team,

workforce remuneration outcomes

and the wider stakeholder experience.

The RSA value in the table below

is the value of the FY24 award at

the date of grant. To recognise the

fall in share price compared to the

prior year’s award and to ensure that

the number of shares granted was

not excessive, the share price used

to calculate the number of shares

in the grant level of 75% of salary

was based on a ‘reference price’ of

130.0p, instead of the price at the

time of grant (which was 100.5p

on 27 June 2023). This effectively

resulted in a scale back of the award

from 75% of salary to 58% of salary.

The Committee considers its exercise

of discretion in relation to the FY24

bonus outcome to be appropriate

taking into account the financial

performance of the Company and

the stakeholder experience during

the year. The Committee is satisfied

that the remuneration policy operated

as intended for FY24 and that only

minimal changes are required for

FY25 to its operation to ensure greater

alignment of incentives with delivery

of strategic priorities.

On behalf of all of my colleagues

on the Committee, I hope that you

will support the resolution on the

Annual report on remuneration at

this year’s AGM.

Mary McNamara

Remuneration Committee Chair

13 June 2024

The table below provides a summary of total remuneration for the Executive Directors for FY24.

Salary

(£’000)

Benefits

(£’000)

Pension

(£’000)

Bonus

(£’000)

RSA

(£’000)

Total

(£’000)

Mark Carpenter 371 2 11 37 215 636

Chris Morgan 271 2 8 27 157 465

98 Motorpoint Group Plc Annual Report and Accounts 202498 Motorpoint Group Plc Annual Report and Accounts 2024

Remuneration policy

This section of the report details the

Remuneration policy for Executive

Directors. The policy set out below

was approved by shareholders at

the AGM on 26 July 2023 and will

apply for up to three years from

this date.

Compliance statement

This report has been prepared in

accordance with the provisions

of the Companies Act 2006 and

Schedule 8 of the Large and

Medium sized Companies and

Groups (Accounts and Reports)

(Amendment) Regulations 2013

(Regulations) and the subsequent

amendments in 2018 and 2019.

It also meets the requirements of

the UK Listing Authority’s Listing

Rules and the Disclosure and

Transparency Rules. The sections

of the Remuneration Report that

are subject to audit are marked as

Audited Information. The remaining

sections of the Remuneration Report

are not subject to audit.

Decision-making process for

the determination, review and

implementation of the policy

The Committee sets the

remuneration policy for Executive

Directors and other senior executives

taking into account the Company’s

strategic objectives, shareholder

expectations, the principles of the

UK Corporate Governance Code

and the remuneration policy for the

wider workforce. The aim of the

remuneration policy is to provide

an appropriate pay structure for

the Executive Directors and Senior

Management, to ensure their

retention and to continue to focus

them on delivering strong financial

performance. To manage any

potential conflicts of interest, the

Committee ensures that

no individual is involved in

discussions regarding their own

remuneration arrangements.

The implementation of the policy

is considered each year by the

Committee in light of the strategic

priorities and the wider stakeholder

experience whilst incentive targets

are reviewed to check if they

remain appropriate or need to

be recalibrated.

The Committee addresses

the following factors when

determining the remuneration

policy and its implementation,

as recommended by the UK

Corporate Governance Code:

Principle Committee approach

Clarity – remuneration arrangements should be

transparent and promote effective engagement

with shareholders and the workforce

• The metrics used in our annual bonus have a direct link to our Company KPIs

to ensure performance related remuneration supports and drives our strategy

• Restricted Shares ensure senior management are focused on the long term

sustainability and interests of the Company and all of its stakeholders

• The Remuneration Committee consults with shareholders to explain and clearly

set out any proposed changes to the policy and is committed to having an open

and constructive dialogue with shareholders

Simplicity – remuneration structures should

avoid complexity and their rationale and

operation should be easy to understand

• Our remuneration structure which consists of annual bonus and Restricted

Shares, which are not subject to performance measures, is simple and easy

to understand

• The bonus is payable in cash. The Restricted Shares are the sole share based plan

Risk – remuneration arrangements should

ensure reputational and other risks from

excessive rewards, and behavioural risks that

can arise from target based incentive plans,

are identified and mitigated

• The Committee has ensured that risks are identified and mitigated by the

presence of:

– discretion to override the formulaic outturn of incentives

– clawback and malus provisions

• Restricted Shares ensure senior executives are not encouraged to make short

term decisions but to deliver sustainable shareholder returns over the long term

• Executives are encouraged to build significant shareholdings

Predictability – the range of possible values of

rewards to individual Directors and any other

limits or discretions should be identified and

explained at the time of approving the policy

• The scenario charts on page 102 set out the potential rewards available to the

Executive Directors under three different performance scenarios, and in the case

of a 50% share price increase in relation to the Restricted Shares

Proportionality – the link between individual

awards, the delivery of strategy and the long

term performance of the Company should

be clear. Outcomes should not reward

poor performance

• Variable pay comprises the majority of the Executive Directors’ packages, with

the individual limits and payout for different levels of performance set out in the

policy and the scenario charts on page 102. The performance conditions used for

the annual bonus are aligned to strategy and the targets are set to be stretching

to reward for delivering above market returns in line with strategy

• The Committee retains discretion to override the formulaic outturns of incentives

if the payout does not reflect broader Company performance and other factors

Alignment to culture – incentive schemes

should drive behaviours consistent with

Company purpose, values and strategy

• The alignment of metrics to the medium and long term strategy ensures behaviours

consistent with the Company’s purpose and values are being encouraged

• The presence of clawback and malus provisions discourages behaviours that

are not consistent with the Company’s purpose, values and strategy

• The Committee reviews the wider workforce pay and policies to ensure there is

alignment with the Executive Director policy and that remuneration is designed

to support the Company’s people centric culture

99Strategic Report Governance Financial Statements Motorpoint Group Plc Annual Report and Accounts 2024 99Strategic Report Governance Financial Statements Motorpoint Group Plc Annual Report and Accounts 2024

Directors’ Remuneration Policy

A breakdown of all elements of the Executive Remuneration Policy and an explanation of how they operate can be

found in the table below:

Purpose and link

to strategy Operation Performance measurement Maximum opportunity

Base salary

To aid the recruitment

of Executive Directors

of a suitable calibre

for the role and to

provide a core level of

reward to reflect the

duties required.

Base salaries will normally be reviewed

annually by the Committee with any increases

typically taking effect from 1 April each year.

Base salary levels are set

at a level to reflect the

experience, skills and

responsibilities of the

individual as well as the

scope and scale of their role.

Increases to base salary

will take into account the

performance of the individual

and Company and external

indicators such as inflation.

While there is no maximum

salary, increases will normally

be in line with the typical level

of increase awarded to other

employees of the Group.

The Committee may award

increases above this level

to ensure that the salaries

appropriately reflect the role,

responsibilities, performance

and experience of the Directors.

Benefits

To provide a market

competitive benefits

package for the

executives to aid

recruitment and

retention.

The benefits offered to Executive Directors

comprise, but are not limited to, family

medical insurance and company car.

The Committee may offer an equivalent cash

allowance instead if it feels it is more suitable.

Other reasonable benefits may be offered

as appropriate (including, in exceptional

circumstances, relocation and/or

disturbance allowances).

Executive Directors may also be reimbursed

for any reasonable expenses incurred in

performing their duties, and any income tax

payable thereon.

Not applicable. There is no maximum limit

on the value of the benefits

provided but the Committee

monitors the total cost of

the benefit provision on a

regular basis.

Pension

To provide market

competitive pension

arrangements for the

executives and to

aid recruitment and

retention.

Executive Directors are eligible for a contribution

to the Group personal pension plan, or any other

nominated personal pension fund.

Where appropriate, Executive Directors

may instead receive a cash allowance in

lieu of formal pension contributions, or a

combination of both.

Not applicable. A pension contribution is

payable in line with the

pension available to the

majority of the workforce,

currently 3% of salary.

Annual bonus

To encourage

improved financial

and operational

performance and

align the interests

of Directors with

the short term

Company strategy.

Bonus payments are subject to the

achievement of performance targets

normally set over one financial year.

Annual bonuses are payable at the sole

discretion of the Committee. The Committee

has discretion to adjust the formula driven

outturn of the annual bonus calculation.

All bonus payments are payable in cash

and subject to appropriate recovery and

withholding arrangements.

Performance will normally be

based on a mix of financial,

operational and/or non

financial measures aligned

to the strategic objectives of

the business.

Financial performance will

usually be represented by

PBT targets, although the

Committee reserves the right

to include other measures

in support of the Company

strategy as it sees fit.

Stretching performance

targets will be determined

taking into account internal

and external forecasts. For

threshold performance, up to

30% of maximum is payable.

100% of salary.

100 Motorpoint Group Plc Annual Report and Accounts 2024100 Motorpoint Group Plc Annual Report and Accounts 2024

Purpose and link

to strategy Operation Performance measurement Maximum opportunity

Long term incentives – Restricted Shares

To encourage

improved financial

and operational

performance and

align the interests

of Directors with

the long term

Company strategy

and the interests of

shareholders through

share ownership.

Awards will normally be granted following

the publication of the Company’s annual

results each year.

Restricted Shares may normally vest no

sooner than 50%, 25% and 25% over three,

four and five years from grant, subject to

service, and subject to an underpinning

financial performance condition.

Awards are additionally subject to a post

vesting holding period during which time

vested shares may not be sold (other than

for tax) before five years from grant.

This holding period will continue post

cessation of employment (to the extent that

awards do not lapse).

The Committee may determine that dividend

equivalents will accrue over the vesting/

holding period.

Vesting of awards is at the sole discretion

of the Committee and the Committee may

reduce the level of the award after grant and

at vesting, if it considers that it is appropriate

to do so.

Restricted Shares are subject to recovery

and withholding arrangements.

In order for Restricted Shares

to vest, the Remuneration

Committee must be satisfied

that business performance

is robust and sustainable

and that management

has strengthened the

business. In assessing this

performance condition,

the Committee will consider

financial and non-financial

KPIs, including ESG targets,

as well as delivery against

strategic priorities. To the

extent it is not satisfied that

this performance condition

is met, the Committee

may scale back the level

of vested awards including

to zero. This performance

assessment will take place

at the end of the third year.

Normally 75% of salary in any

year. However, an individual

maximum of 100% of salary

may apply in exceptional

circumstances.

All employee share plans

To align the interests

of Directors and other

employees with those

of the shareholders

through share

ownership.

The Company has adopted employee share

plans in which the Executive Directors are

eligible to participate on the same terms as

all other employees.

Not applicable. In line with statutory limits.

Shareholding guidelines

To align the interests

of Directors with those

of the shareholders

through share

ownership.

All Executive Directors are required to build

and maintain a shareholding equivalent in

value to 200% of their annual base salary.

Until this guideline is met, Directors must

retain half of any Restricted Shares that vest

(after payment of tax and national insurance

contributions) together with any shares

deferred as part of the bonus (if applicable).

Post cessation of employment, executives

will be required to retain the lower of the

shareholding requirement (200% of salary)

or the actual shares they hold on cessation

of employment for a period of two years.

Any voluntary purchases of shares by the

executives from the start of the previous

policy period will be excluded from this

requirement. The Committee has discretion

to amend the requirement in certain

circumstances as it considers appropriate.

Not applicable. Not applicable.

Remuneration policy continued

101Strategic Report Governance Financial Statements Motorpoint Group Plc Annual Report and Accounts 2024 101Strategic Report Governance Financial Statements Motorpoint Group Plc Annual Report and Accounts 2024

Choice of performance measures

The Committee retains flexibility as to the choice of performance measures for future annual bonus awards.

Measures will be selected as appropriate to reflect the business strategy and to ensure the delivery of sound financial

performance. The current performance measures are disclosed in the Annual report on remuneration, together with

the link to the business strategy. The Committee sets appropriate and stretching targets for the annual bonus in the

context of the Company’s business plan, trading environment and strategic plan.

Incentive plan operation

The Committee will operate the Company’s incentive plans according to their respective rules and consistent with

normal market practice, the Listing Rules and HMRC rules where relevant, including flexibility in a number of regards.

This includes timing of awards, dealing with leavers and making adjustments to awards following acquisitions,

disposals, changes in share capital and other merger and acquisition activity. The Committee also retains the

ability to adjust the targets and/or set different measures for the annual bonus plan if events occur which cause it

to determine that the conditions are no longer appropriate and the amendment is required so that the conditions

achieve their original purpose and are not materially less difficult to satisfy. The Committee may adjust the formula

driven outturn of the annual bonus calculation in the event it considers that the outturn does not reflect underlying

performance, overall shareholder experience or employee reward outcome.

Recovery and withholding provisions may be operated at the discretion of the Committee in respect of awards

granted under the annual bonus plan and Restricted Shares in certain circumstances (including where there is

a material misstatement or restatement of audited accounts, an error in assessing any applicable performance

condition or bonus outcome, or in the event of gross misconduct on the part of the participant, corporate failure,

failure of risk management or reputational damage).

Any use of the above discretions would, where relevant, be explained in the Annual report on remuneration.

Remuneration Policy for Non Executive Directors

The table below sets out how pay is structured for the Non Executive Directors (NEDs).

Purpose and link

to strategy Operation Performance measurement Maximum opportunity

Fees

To ensure a fair reward

for services provided

to the Company.

NEDs receive a fixed base fee in cash or shares

for their role on the Board, plus supplementary

fees for additional responsibilities such as

performing the role of SID or chairing one of

the Board committees.

The Non Executive Chair receives a fixed fee

only, and is not eligible for any additional

responsibility fees.

Fee levels are reviewed normally on an annual

basis, and may be increased taking into

account factors such as the time commitment

and complexity of the role and market levels in

companies of comparable size and complexity

and other broadly comparable companies.

Each NED will be entitled to be reimbursed

for all reasonable expenses incurred by them

in the course of their duties to the Company

(plus amounts in respect of any tax payable)

and has the benefit of indemnity insurance

maintained by the Group on their behalf

indemnifying them against liabilities they

may potentially incur to third parties as a

result of his/her office as Director.

Where there has been a material increase

in time commitment in the year, fees may

be temporarily increased to reflect this.

Not applicable. Current fee levels are set

out in the Annual report

on remuneration.

Aggregate fee levels are

subject to the maximum

limit set out in the Articles

of Association.

Share ownership guidelines

To align the interests of

Directors with those of

shareholders through

share ownership.

All NEDs are encouraged to build and

maintain a shareholding equivalent in value

to 100% of their annual fees.

Not applicable. Not applicable.

£1,400,000

£1,200,000

£1,000,000

£800,000

£600,000

£400,000

£200,000

£0,000

Chief Executive Officer

(Mark Carpenter)

Chief Financial Officer

(Chris Morgan)

£384,000

Threshold ThresholdTarget TargetMaximum MaximumMaximum

with 50%

share price

appreciation

Maximum

with 50%

share price

appreciation

£281,000

£646,000

£1,034,000

£886,000

Fixed Pay Annual Bonus Restricted Shares

100% 43%

25%

32%

37%

36%

27%

34%

100%

36%

27%

35%

32%

37%

33%

31%

35%

£1,199,000

£754,000

£856,000

25%

44%

31%

102 Motorpoint Group Plc Annual Report and Accounts 2024102 Motorpoint Group Plc Annual Report and Accounts 2024

Reward scenarios

The bar charts in this section detail how the composition of the Executive Directors’ remuneration package varies at

different levels of performance.

• Threshold includes fixed pay only (i.e. base salary, benefits and pension)

• On target includes fixed pay, 60% of maximum bonus, and full vesting of Restricted Shares

• Maximum includes fixed pay, maximum bonus payout, and full vesting of Restricted Shares

• Maximum plus the impact of 50% share price appreciation on Restricted Shares

Salary levels are effective as at 1 April 2024, and the value for benefits is the cost of providing those benefits in FY24.

No share price growth has been factored into the chart, except where indicated, and all amounts have been rounded

to the nearest £1,000.

Remuneration policy continued

Approach to recruitment remuneration

In determining the remuneration package for a new Executive Director, the Committee takes into account the skills

and experience of the individual, the market rate for a candidate of that experience and the importance of securing

the individual.

New Executive Director hires (including those promoted internally) will be offered packages in line with the policy

in place at the time, except as noted below.

If it is considered appropriate to set the salary for a new Executive Director at a level which is below market, his or

her salary may be increased in future periods to achieve the desired market positioning by way of a series of phased

above inflation increases, subject to his or her continued development in the role.

Any bonus payment for the year of joining will normally be prorated to reflect the proportion of the period worked,

and the Committee may set different performance measures and targets, depending on the timing and nature of

the appointment.

The ongoing annual bonus and restricted shares opportunities will be in line with the limits set out in the policy table.

The Committee recognises that it may be necessary in some circumstances to provide compensation for amounts

forfeited from a previous employer (buy out awards). Any buy out awards would be limited to the value of remuneration

forfeited when leaving the former employer and would be structured so as to be, to the extent possible, no more

generous in terms of the key terms (e.g. delivery mechanism, time to vesting, expected value and performance

conditions) than the incentive it is replacing. Where possible, any such payments would be facilitated through the

Company’s existing incentive plans, but, if not, the awards may be granted outside of these plans, as permitted under

the Listing Rules, which allow for the grant of awards to facilitate the recruitment of an Executive Director.

In the case of an internal appointment, any variable pay element awarded in respect of the prior role will be allowed

to continue according to its original terms or adjusted as considered appropriate to reflect the new role.

103Strategic Report Governance Financial Statements Motorpoint Group Plc Annual Report and Accounts 2024 103Strategic Report Governance Financial Statements Motorpoint Group Plc Annual Report and Accounts 2024

External directorships

Executive Directors are permitted to take on external non executive directorships at other listed companies,

though normally only one other appointment, to bring a further external perspective to the Group and help in the

development of key individuals’ experience. In order to avoid any conflicts of interest, all appointments are subject

to the approval of the Nomination Committee. Executive Directors are permitted to retain the fees arising from any

appointments undertaken.

Service contracts and payments for loss of office

The terms of Directors’ service contracts and letters of appointments are available for inspection at the Company’s

registered office.

Director

Date of initial

appointment Date of expiry

Notice period by

Company or Director

Executive Directors

Mark Carpenter 12 May 2016 N/A 9 months

Chris Morgan 11 January 2021 N/A 9 months

Non Executive Directors

John Walden 10 January 2022 10 January 2025 3 months

Mary McNamara 13 May 2016 14 May 2025 3 months

Adele Cooper 6 March 2020 6 March 2026 3 months

Keith Mansfield 20 May 2020 20 May 2026 3 months

The remuneration related elements of the current contracts for Executive Directors are as follows:

Provisions Treatment

Termination

payment

The Company may (at its discretion) elect to terminate the employment by making a payment in lieu of notice

equivalent in value to the base salary which the Executive Director would have received during any unexpired period

of notice.

Mitigation

The payment in lieu of notice will be payable in monthly instalments (subject to mitigation, i.e. reduced on a pound

for pound basis if alternative employment/engagement is taken up during the payment period).

Annual bonus

There is no contractual right to any bonus payment in the event of termination although in certain circumstances the

Committee may exercise its discretion to pay a bonus at the normal time for the period of active service and based on

performance assessed after the end of the financial year. The holding period in respect of deferred shares, if applicable,

will normally be retained.

Share awards

The default treatment for Restricted Shares under the Performance Share Plan rules is for all unvested awards to lapse

in full on cessation.

However, if the participant ceases to be an employee or a Director within the Group because of his/her death, injury,

disability, retirement, redundancy, their employing company or the business for which they work being sold out of

the Group or in other circumstances at the discretion of the Committee, then his/her award will normally vest on the

original scheduled vesting date (except in the case of death, where the default position will be for the award to vest

on cessation of employment).

The default position in this case is that an award will vest subject to: (i) the assessment of the performance underpin

over the measurement period; and (ii) the prorating of the award by reference to the period of time served in

employment during the normal vesting period. However, the Committee can decide to allow early vesting and/or

reduce or eliminate the prorating of an award if it regards it as appropriate to do so in the particular circumstances.

Other

Outstanding shares or awards under an all employee share plan will vest in accordance with the terms of the plan and

HMRC legislation.

The Committee may pay any statutory entitlements or settle or compromise claims in connection with a termination

of employment, where considered in the best interest of the Company.

Outplacement services and reimbursement of legal costs may also be provided.

104 Motorpoint Group Plc Annual Report and Accounts 2024104 Motorpoint Group Plc Annual Report and Accounts 2024

Remuneration policy continued

Legacy arrangements

In approving this Directors’ Remuneration policy, authority is given to the Company to honour any commitments

entered into with current or former Directors that have been disclosed to and approved by shareholders in

previous years. Details of any payments to former Directors will be set out in the Annual Report on Remuneration as

they arise.

Consideration of pay conditions within the wider team

When making decisions on executive remuneration, the Committee takes into account pay conditions for the

Company as a whole. The Remuneration Committee Chair has attended meetings during the year with employees

to provide background on how the pay for senior executives aligns to the pay practices for the workforce generally.

Feedback has been generally positive around the Company culture and values and there was no specific feedback on

remuneration matters.

The Group has a strong ‘team culture’ and accordingly there is consistency in how packages are structured across

the whole Senior Management team, with all Executive Directors and Senior Managers participating in the same

annual incentive plan.

However, there are some differences in the structure of the remuneration policy for the Executive Directors

compared with other Senior Managers, which the Committee believes are necessary to reflect the different levels

of responsibility. The two main differences are the increased emphasis on variable pay for Executive Directors and

a greater focus on long term alignment (through additional holding periods for the long term incentive awards and

minimum shareholding guidelines). Within the wider Group, all employees receive salary, benefits and pension and

are eligible to receive an annual bonus. Periodic reviews against market data are undertaken to ensure an appropriate

cascade of remuneration throughout the Group.

We are proud to be a Real Living Wage employer.

Shareholder views

The Committee values the views of the Company’s shareholders and takes into account guidance from shareholder

representative bodies.

As part of the Remuneration policy review, the Committee engaged with the largest shareholders and the proxy

advisory bodies to understand their views on the proposed policy. Further details of this engagement are set out

in last year’s Annual Statement in the 2023 Directors’ Remuneration Report.

Shareholder feedback received in relation to the AGM, as well as any additional feedback received during the year,

is considered as part of the Company’s annual review.

105Strategic Report Governance Financial Statements Motorpoint Group Plc Annual Report and Accounts 2024 105Strategic Report Governance Financial Statements Motorpoint Group Plc Annual Report and Accounts 2024

Annual report on remuneration

This part of the report has been prepared in accordance with Part 4 of The Large and Medium sized Companies and

Groups (Accounts and Reports) (Amendment) Regulations 2013 (as amended in 2018 and 2019) which amended

The Large and Medium sized Companies and Groups (Accounts and Reports) Regulations 2008, and 9.8.6R of the

Listing Rules. The Annual report on remuneration, including the Chair’s annual statement, will be put to an advisory

shareholder vote at our 2024 AGM.

Committee membership and attendance

During the year, the Committee comprised:

Mary McNamara (Chair)

Adele Cooper

Keith Mansfield

The Chair and CEO attend meetings by invitation but are not members of the Committee.

The Committee met four times during the year and attendance is set out in the table on page 85.

Advice to the Committee

The Committee receives information and takes advice from inside and outside the Group. Internal support is provided

by the Company Secretary. The CEO and any other Director or employee may be invited to attend Committee

meetings by the Chair where relevant. No individual is present when matters relating to his or her own remuneration

are discussed.

Following a formal review by the Committee during 2020, Korn Ferry was appointed as advisor to the Committee.

Korn Ferry is a signatory to the Remuneration Consultants’ Code of Conduct and has confirmed to the Committee

that it adheres in all respects to the terms of the Code. Fees paid to Korn Ferry during the year were £22,268

(ex VAT), which reflected the applicable hourly rates agreed with Korn Ferry. The Committee is satisfied, following

a discussion involving all the members of the Committee, that the advice it received is objective and independent.

Korn Ferry did not provide any other services to the Company during the year.

Remuneration in FY24

Directors’ single figure of remuneration (audited)

The table below shows the aggregate emoluments earned by the Directors of the Company during FY24 and also sets

out the comparative information for FY23.

Director Period

Salary/fees

(£’000)

Benefits

(£’000)

Pension

(£’000) Other

Total fixed

remuneration

(£’000)

RSA

(£’000)

Bonus

(£’000)

Total variable

remuneration

(£’000)

Total

(£’000)

Mark Carpenter

FY24 371 2 11 0 384 215 37 252 636

FY23 360 2 36 0 398 270 140 410 808

Chris Morgan

FY24 271 2 8 0 281 157 27 184 465

FY23 263 2 8 0 273 197 102 299 572

John Walden

FY24 206 0 0 0 206 0 0 0 206

FY23 200 0 0 0 200 0 0 0 200

Mary McNamara

FY24 59 0 0 0 59 0 0 0 59

FY23 58 0 0 0 58 0 0 0 58

Adele Cooper

FY24 50 0 0 0 50 0 0 0 50

FY23 49 0 0 0 49 0 0 0 49

Keith Mansfield

FY24 54 0 0 0 54 0 0 0 54

FY23 52 0 0 0 52 0 0 0 52

1. Relates to provision of family private medical insurance.

2. This also includes the value of the discount offered in relation to the SAYE options granted during the year, which was worth £400.

3. The face value on grant of the RSA awards granted on 27 June 2023 is shown in the table above as there are no performance conditions other than

underpins tested on vesting.

106 Motorpoint Group Plc Annual Report and Accounts 2024106 Motorpoint Group Plc Annual Report and Accounts 2024

Details of variable pay earned in the year (audited)

Annual bonus

Executive Directors were eligible for a maximum annual bonus payment of 100% of salary, subject to PBT, market

share growth, sales attributed to digital leads, customer and employment engagement measures, along with an

environmental measure.

The table below sets out the performance conditions and targets that were set in relation to FY24 and the

performance achieved.

Performance measure

Weighting Performance required

Performance

achieved

Payout

of element

before

Committee

discretion

Bonus

payable after

Committee

discretion

Threshold

(30% of

maximum

payout

Target

(60% of

maximum

payout)

Stretch

(100% of

maximum

payout

(% of

maximum)

PBT 25% £5.0m £7.5m £10.0m £(8.2)m 0%

Growth in share of market

we operate in 25% +ve +0.2% +0.5% -ve 0%

Customer – NPS 10% 82 83 84 81.8 0%

DIGITAL MEASURES:

Sales attributed to digital leads 20% 38% 39% 40% 38.2% 7.2%

ESG MEASURES:

Employee engagement

10% 1 star 2 star 3 star 1 star 3%

LFL Scope 1 and 2 emissions, and

business travel reduction (Kg CO

per sq ft) 10% -5% -7.5% -10% -14.2% 10%

Total Bonus for the CEO

(percentage of maximum overall) 20.2% 10%

Total Bonus for the CFO

(percentage of maximum overall) 20.2% 10%

1. Approach to employee engagement moved from Best Companies b-Heard survey to Driving Seat survey, which revealed 87% satisfaction, and

have applied a 1 star equivalent performance.

The bonus payout for FY24 would be 20.2% of maximum, and would equate to a bonus for the CEO of £75,006 and

for the CFO of £54,647. As explained earlier, due to the challenging market conditions which impacted the financial

performance of the business, the Committee used its discretion to award a reduced bonus of 10.0% of maximum for

FY24. As such, this reduced the cash bonus to £37,132 for the CEO and £27,053 for the CFO.

Annual report on remuneration continued

107Strategic Report Governance Financial Statements Motorpoint Group Plc Annual Report and Accounts 2024 107Strategic Report Governance Financial Statements Motorpoint Group Plc Annual Report and Accounts 2024

Outstanding share awards, including details of awards granted during the year and awards vesting based

on performance to 31 March 2024

The below table sets out details of the Executive Directors’ outstanding awards under the RSA and the SAYE.

Name

Year of

grant Scheme

31 March

2023

Awards

granted

during the

period

Awards

exercised

during the

period

Awards

lapsed

during the

period

31 March

2024

Vesting

date

Exercise

price

Mark Carpenter FY21 2021 RSA 75,753 – – – 75,753 24 Aug 2023

–

FY22 2022 RSA 95,558 – – – 95,558 16 Jun 2024

–

FY23 2023 RSA 128,627 – – – 128,627 23 Jun 2025

–

FY24 2024 RSA – 214,220 – – 214,220 27 Jun 2026

–

FY20 2020 SAYE 1,565 – – – 1,565 1 Feb 2023 230.00p

FY21 2021 SAYE 1,298 – – – 1,298 1 Feb 2024 27 7.20p

FY22 2022 SAYE 1,304 – – – 1,304 1 Feb 2025 276.00p

FY23 2023 SAYE 2,589 – – – 2,589 1 Feb 2026 139.00p

FY24 2024 SAYE – 5,376 – – 5,376 1 Feb 2027 69.00p

Chris Morgan FY22 2022 RSA 69,621 – – – 69,621 16 Jun 2024

–

FY23 2023 RSA 93,482 – – – 93,482 23 Jun 2025

–

FY24 2024 RSA – 156,074 – – 156,074 27 Jun 2026

–

FY22 2022 SAYE 1,304 – – – 1,304 1 Feb 2025 276.00p

FY23 2023 SAYE 2,589 – – – 2,589 1 Feb 2026 139.00p

FY24 2024 SAYE – 5,376 – – 5,376 1 Feb 2027 69.00p

1. The first tranche of the RSA shares vest on their third anniversary of grant, at 50% of the award and then 25% vests on the fourth and fifth

anniversaries of grant.

Restricted Share Awards (RSAs)

The Restricted Share Awards level for the Executive Directors is normally 75% of salary each year. In order for

Restricted Shares to vest, the Committee must be satisfied that, over the three financial years beginning with the year

of grant, the business performance is robust and sustainable, and that management has strengthened the business.

In assessing this performance condition, the Committee will consider financial and non-financial KPIs of the business

as well as delivery against strategic priorities. To the extent it is not satisfied that this performance condition has

been met, the Committee may scale back the level of vested awards including to zero. From the FY23 award, the

Committee is also required to consider strategic progress in relation to ESG.

RSA 2022 (audited)

RSAs in the form of nil cost options (Options) granted under the rules of the PSP were based on the average of the

closing middle market quotations of the share price during the five dealing days before grant, being 274.7 pence.

Date of grant

Grant level

as % of

salary

awarded

price

Face value

of award

Estimated

value on

vesting

Measurement period

for performance

underpin

Vesting

schedule

Mark

Carpenter

16 June 2021 75% 95,558 274.7p £262,500 £109,687 1 April 2021 to

31 March 2024

50% on 16 June

2024

25% on 16 June

2025

25% on 16 June

2026

Chris

Morgan

16 June 2021 75% 69,621 274.7p £191,250 £79,915

1. Based on the three month average share price to 31 March 2024 of 114.8p.

2. Vested shares must be held until five years from grant.

108 Motorpoint Group Plc Annual Report and Accounts 2024108 Motorpoint Group Plc Annual Report and Accounts 2024

Assessment of performance underpin

The Committee carefully considered the achievement of the performance underpin (as described in the policy

section of this report) over the three financial years to 31 March 2024 and noted the following:

• Strong progress in a very challenging market. External headwinds included dealing with the latter stages of the

Covid-19 pandemic, a serious reduction in the number of new cars produced, soaring interest and energy costs,

generally high inflation, and a resultant fall in consumer demand

• Business restructured and rightsized headcount in response to the difficult trading conditions. Full time equivalent

employees at end of FY24 was 710, compared to a high of around 950 in May 2022

• Successfully defending our position against new entrants in the market, some of which no longer exist

• Opening of six new stores, which represents an increase of over 40% in the number of locations we trade from

• Significant enhancement to our digital capabilities, with improvements to both our retail and Auction4Cars.com

web platforms. Retail website is 44% faster in March 2024 compared to a year ago

• Customer satisfaction at consistently high, industry leading levels, with NPS over 80, and excellent Trustpilot

scores

• Strong progress on our ESG objectives, with notable reductions in emissions (for example, Scope 1 and 2 (plus

business travel)); emissions down 15% in FY24 compared to FY23; waste was down by the same percentage over

this period)

• Awarded the Financial Times accolade of being a European leader in climate change

On this basis, the Committee concluded that the performance underpin had been achieved and that there was no need

to scale back the number of vested awards. The Committee also considered the overall value of awards on vesting and

specifically the fall in share price over the period, and concluded that there was an appropriate link between reward and

performance, and alignment of interest between management and shareholders over the period.

RSA 2024 (audited)

To recognise the fall in share price compared to the prior year’s award and to ensure that the number of shares

granted was not excessive, the share price used to calculate the number of shares in the grant level of 75% of salary

was based on a ‘reference price’ of 130.0p, instead of the price at the time of grant (which was 100.5p on 27 June

2023). This effectively resulted in a scale back of the award from 75% of salary to 58% of salary.

Date of grant

Grant level as %

of salary Shares awarded Share price

Face value

of award

Measurement period for

performance underpin

Mark Carpenter 27 June 2023 58% 214,220 100.5p £215,291

1 April 2023 to

31 March 2026

Chris Morgan 27 June 2023 58% 156,074 100.5p £156,884

1 April 2023 to

31 March 2026

31 Mar 2022

Motorpoint FTSE SmallCap

31 Mar 2017 31 Mar 2018 31 Mar 2019 31 Mar 2020 31 Mar 2021 31 Mar 2023 31 Mar 202412 May 2016

140

160

180

200

120

100

Value of £100 Invested at IPO (£)

£100 Invested TSR

Annual report on remuneration continued

109Strategic Report Governance Financial Statements Motorpoint Group Plc Annual Report and Accounts 2024 109Strategic Report Governance Financial Statements Motorpoint Group Plc Annual Report and Accounts 2024

Save As You Earn (SAYE) (audited)

In December of each year since 2016, Motorpoint has launched a SAYE scheme for all permanent employees. For the

FY24 scheme, eligible employees are invited to subscribe for options over the Company’s shares at an exercise price

representing a 10% discount to the average closing mid market price of the shares over the three day period ending

the dealing day before the invitation date. The maximum subscription offered is £500 per month over the 36 month

saving period.

Date of grant

SAYE options

awarded Exercise price Face value of award1 Date on which exercisable

Mark Carpenter 01 February 2024 5,376 69.0p £3,709.44

Between 1 February 2027

and 31 July 2027

Chris Morgan 01 February 2024 5,376 69.0p £3,709.44

Between 1 February 2027

and 31 July 2027

1. Face value of award based on number of SAYE options granted and a share price of 69p being the average closing mid market price of the shares

over the three day period ending the dealing day before the invitation date.

Payments to past Directors and payments for loss of office (audited)

There have been no payments to past Directors and no payments for loss of office during the year.

Table of Directors’ share interests (audited)

The share interests of each Director as at 31 March 2024 (together with interests held by his or her connected

persons) are set out in the table below.

Executive Directors are required by the policy to hold shares to the value of 200% of salary and must retain 50% of

any outstanding Restricted Shares vesting (net of any taxes due) until this guideline is met. Additionally, the Non

Executive Directors are encouraged to hold shares to the value of 100% of their annual fee. Shareholdings are set out

as a percentage of salary or fees in the table below.

At 31 March 2024

Name

Beneficially

owned shares1

Unvested

Restricted

Share Awards

Vested

Unexercised

SAYE options Total

Percentage of

salary/fees2

Executive Directors

Mark Carpenter 8,781,693 476,281 12,132 9,265,939 2,717%

Chris Morgan 13,445 319,177 9,269 341,891 6%

Non Executive Directors

John Walden 137,000 – – 137,000 76%

Mary McNamara 74,600 – – 74,600 145%

Adele Cooper 13,327 – – 13,327 31%

Keith Mansfield 36,876 – – 36,876 78%

1. Some of these shares may be held through nominees.

2. Calculated as the value of all fully owned shares held at 31 March 2024 (i.e. excludes Unvested Restricted Share awards and Vested Unexercised

SAYE options), valued using the three month average share price over the period to 31 March 2024 (114.8p), divided by base salary as effective

31 March 2024.

During the period from 31 March 2024 to the publication of this report, there have been no changes in the Directors’

share interests.

None of the Directors hold any loans against their shares or otherwise use their shares as collateral.

External directorships

None of the Executive Directors currently hold non executive directorships at any other listed companies.

110 Motorpoint Group Plc Annual Report and Accounts 2024110 Motorpoint Group Plc Annual Report and Accounts 2024

Total Shareholder Return and Chief Executive Officer earnings history

The chart in this section shows the Company’s Total Shareholder Return performance compared with that of the

FTSE SmallCap Index over the period from the date of the Company’s admission onto the London Stock Exchange,

to 31 March 2024.

The FTSE SmallCap Index has been chosen as an appropriate comparator as it is the index of which the Company

is a constituent.

The total remuneration figure for the CEO since 9 May 2016 is shown in the table below, along with the value of

bonuses paid, and LTIP vesting, as a percentage of the maximum opportunity. Mark Carpenter has been CEO for the

entire period.

FY17 FY18 FY19 FY20 FY21 FY22 FY23 FY24

Total remuneration (£’000) 262 443 287 410 466 978 808 636

Annual bonus (% of maximum) 0% 61% 0% 39% 0% 94% 38.8% 10%

LTIP vesting (% of maximum) N/A1 N/A1 0% 0% 0% 0% 100%2 100%2

1. No long term incentive awards were eligible to vest over the relevant period.

2. Restricted shares subject to a performance underpin.

Change in remuneration of Directors and employees

The table below compares the difference in remuneration payable to the Directors over the period FY20 to FY24 to the

average employee of the Company. For the purpose of this disclosure, these figures have been compiled comparing the

average of all employees in the corresponding periods separately and are based on annualised figures for each year.

Mark Carpenter

(CEO)

Chris Morgan

(CFO)1 John Walden2 Adele Cooper3 Keith Mansfield Mary McNamara

Average

employee

in the Group

FY23 vs

FY24

Base salary/

fees % change

3.0% 3.0% 3.0% 3.0% 3.0% 3.0% 6.6%

Benefits %

change

(65.8)% 0% 0% 0% 0% 0% 0%

Annual bonus

% change4

(73.6)% (73.6)% 0% 0% 0% 0% (40.4)%

FY22 vs

FY23

Base salary/

fees % change

3.0% 3.0% N/A 22.5% 10.6% 9.4% 10.6%

Benefits %

change

0% 0% N/A 0% 0% 0% 0%

Annual bonus

% change3

(57.0)% (57.0)% N/A 0% 0% 0% 11.6%

FY21 vs

FY22

Base salary/

fees % change

51.5% N/A N/A 5.3% 1 7.5% 8.2% 8.5%

Benefits %

change

0% N/A N/A 0% 0% 0% 14.6%

Annual bonus

% change3

100.0% N/A N/A 0% 0% 0% 41.4%

FY20 vs

FY21

Base salary/

fees % change

(15.7)% N/A N/A N/A N/A (7.5)% 4.5%

Benefits %

change

0% N/A N/A N/A N/A 0% 3.0%

Annual bonus

% change3

(100.0)% N/A N/A N/A N/A 0% (4.5)%

1. Chris Morgan joined the Board in January 2021.

2. John Walden joined the Board in January 2022.

3. Adele Cooper’s increase also reflects taking on the additional role of Chair of the ESG Committee in FY23.

4. Includes performance related commission for employees; Executive Directors elected not to take an annual bonus in 2021 or 2024.

Annual report on remuneration continued

111Strategic Report Governance Financial Statements Motorpoint Group Plc Annual Report and Accounts 2024 111Strategic Report Governance Financial Statements Motorpoint Group Plc Annual Report and Accounts 2024

CEO to employee pay ratio

The table below discloses the ratio between the CEO’s remuneration and Motorpoint’s wider workforce.

FY Method

25th percentile

pay ratio

Median

pay ratio

75th percentile

pay ratio

2024 Option A 20.2:1 14.1:1 10.2:1

2023 Option A 29.5:1 25.8:1 15.1:1

2022 Option A 31.3:1 28.3:1 16.4:1

2021 Option A 17.6:1 15.8:1 10.7:1

2020 Option A 20.5:1 18.0:1 10.25:1

Disclosure of employee data used to calculate the ratio for FY24:

25th percentile Median 75th percentile

Total pay and benefits of employees £28,000 £39,905 £54,253

Basic salary of employees £22,318 £25,525 £29,586

The table above sets out the CEO pay ratio for each financial year from FY20. The CEO pay is compared to the pay

of our UK employees at the 25th, 50th and 75th percentile, calculated by reference to 31 March 2024.

In line with last year’s calculation, the ratios have been calculated in accordance with Option A, as this is considered

to be the most accurate method of calculation.

CEO pay has been calculated using the total single figure. The total pay for the employees comprises full time

equivalent salary, benefits, pension and annual bonus payments relating to FY24 performance. Remuneration for part

time employees has been calculated on a full time basis based on the full time number of hours for the role.

At 14.1:1, the median CEO pay ratio has decreased for FY24 compared to FY23; this is primarily due to a lower level of

bonus being paid in FY24.

The Committee is satisfied the ratios are representative of Motorpoint’s pay and reward policies, taking into account

that the reward policies and practices across the Group are considered by the Committee in the design and

implementation of the remuneration policy each year for the Executive Directors.

Relative importance of spend on pay

The following table sets out the percentage change in employee costs and dividends paid in FY24 compared to the

prior year.

FY23

(£m)

FY24

(£m)

Percentage

change

Total employee remuneration 36.2 33.1 (8.6)%

Dividends paid 0 0 0%

Statement of shareholder voting (2023 AGM voting)

The following table shows the voting results at the Company’s 2023 AGM in respect of the resolution on the

Remuneration Report for FY23 and the resolution to approve the current Directors’ Remuneration Policy.

Votes cast

% votes

for

% votes

against

Votes

withheld

Directors’ Remuneration Report FY23 (2023 AGM) 97.73 2.27 1

Directors’ Remuneration Policy FY23 (2023 AGM) 97.73 2.27 0

Implementation of the policy in FY25

A summary of how the remuneration policy will be applied during the forthcoming financial year is set out here.

Base salaries

Salaries will be frozen in FY25, which compares to an average increase for the workforce for FY25 of 2%.

1 April 2023 1 April 2024

Percentage

change

Mark Carpenter £371,315 £371,315 0%

Chris Morgan £270,529 £270,529 0%

112 Motorpoint Group Plc Annual Report and Accounts 2024112 Motorpoint Group Plc Annual Report and Accounts 2024

Benefits and pension

No changes are proposed to the provision benefits. Executive Directors will continue to receive family private medical

insurance, and a company car. Pension contributions (or cash in lieu of pension) will be 3% of salary for the CEO and CFO.

Annual bonus

The annual bonus opportunity will remain at 100% of salary and is based on performance measures aligned to the

business strategy. The Committee has reviewed the measures and weightings in light of the strategic priorities for

FY25. The measures are as follows: PBT (25%), market share growth (25%), sales attributed to digital leads (10%), cars

acquired from consumers (15%), customer satisfaction (10%), employee engagement (10%) and an environmental

metric based on the reduction of Scope 1 and 2 emissions (5%).

PBT measures the delivery of sustainable profitable growth whilst growth in market share and cars acquired from

consumers directly link to the strategy pillar to increase customer acquisition and retention. Our customers and

employees are two priority stakeholder groups and ensuring high levels of customer satisfaction and employee

engagement link to our strategic pillars of expanding wholesale and E-commerce channels and operational efficiency

through technology and innovation. The inclusion of the environmental metric reflects Motorpoint’s commitment to

ESG and the specific focus on reducing our greenhouse gas emissions.

The Committee considers the forward looking targets to be commercially sensitive as they relate to the current financial

year, but full disclosure of targets and performance against them will be provided in next year’s Annual Report.

Long term incentives

We will review the grant level at the time the award is made but at the share price at the time of writing (which is higher

than the share price used to determine the prior year’s award) we anticipate making the award at the normal policy level of

75% of salary.

In order for Restricted Shares to vest, the Committee must be satisfied that business performance is robust and sustainable

and that management has strengthened the business. In assessing this performance condition, the Committee will consider

financial and non-financial KPIs, including ESG performance, as well as delivery against strategic priorities. To the extent it is

not satisfied that this performance condition is met, the Committee may scale back the level of vested awards, including to

zero. This performance assessment will take place at the end of the third year.

The shares will vest 50%, 25% and 25% at years three, four and five, respectively, subject to the achievement of the

underpin. All vested awards would need to be held (other than sales to pay any tax) for a total of five years from grant.

Chair and Non Executive Directors’ fees

The fees payable to the Chair and NEDs for FY25 will remain the same as in FY24.

Non Executive Chair £206,000

Other NEDs £46,350

Additional responsibility fees:

Chair of the Remuneration Committee

£7,725

Chair of the Audit Committee £7,725

Chair of the ESG Committee £3,865

Senior Independent Director £5,150

Approval

This report was approved by the Board on 13 June 2024 and is signed on its behalf by:

Mary McNamara

Remuneration Committee Chair

13 June 2024

Annual report on remuneration continued

113Strategic Report Governance Financial Statements Motorpoint Group Plc Annual Report and Accounts 2024 113Strategic Report Governance Financial Statements Motorpoint Group Plc Annual Report and Accounts 2024

The Directors present their report, together with the audited financial statements of the Group and the Company,

for the year ended 31 March 2024.

The Directors’ report comprises the Board biographies (on pages 80 and 81), the Corporate Governance report

(from pages 80 to 119), the Directors’ report (from pages 113 to 117) and the Shareholder information section

(on page 170).

The following information is provided in other appropriate sections of the Annual Report and is incorporated by the

following references:

Information Reported in Page numbers

Likely future developments and performance of the

Company Strategic report 14

Employee engagement Strategic report 34

SECR Strategic report 40 to 42

Stakeholder engagement Strategic report 33 to 37

Corporate Governance statement 80 to 85

Directors Board leadership and purpose 83

Remuneration report – Directors’ beneficial

interests and shareholding requirements 109

Viability statement Strategic report 70 to 71

Details of Long Term Incentive Plan Remuneration report 107 and 108

Accounting policies Financial statements 132 to 141

Financial instruments Financial statements 154 to 157

Financial risk management Financial statements 154 to 157

Composition/operation of Board and committees Corporate Governance report 83

Articles of Association

Any amendments to the Company’s Articles of Association may only be made by passing a special resolution at

a general meeting of the shareholders of the Company.

Directors

The names of Directors who served during or served the end of the year of their period of appointment, are listed

on pages 80 to 81, together with details of each Director’s skills, experience and current external appointments.

Directors’ indemnities and insurance

The Company’s Articles of Association provide for the Directors and officers to be appropriately indemnified subject

to the provisions of the Companies Act 2006. The Company also holds Directors’ and officers’ liability insurance

cover in place for the year and up to the date of signing this report.

Independent auditors

PricewaterhouseCoopers LLP acted as auditors throughout the year. In accordance with Section 489 and Section 492 of

the Companies Act 2006, resolutions proposing the reappointment of PricewaterhouseCoopers LLP as the Company’s

auditors and authorising the Directors to determine the auditor’s remuneration will be put to the 2024 AGM.

Donations and political expenditures

No political donations were made by the Company during the year and no contributions were made by the Company

during the year to any non-UK political party.

Directors’ report

114 Motorpoint Group Plc Annual Report and Accounts 2024114 Motorpoint Group Plc Annual Report and Accounts 2024

Employees with disabilities

Motorpoint is an equal opportunities employer and our culture is one that promotes excellence and celebrates

success. We are committed to eliminating discrimination and encouraging diversity. We take pride in having a

workplace which celebrates diversity. Our aim is that our people will be truly representative of all sections of society

and reflect the diverse customer base that we enjoy.

It is important that each person feels respected and is able to perform to the best of their ability – we do not tolerate

any form of discrimination and actively promote equal opportunities. Motorpoint proudly employs a number of people

with a registered disability and gives full and fair consideration to new applications for employment made by disabled

persons; this also includes internal promotions throughout the business. Our training and development interventions

are available to all employees and we ensure reasonable adjustments are made for new and existing team members,

should they be required, to accommodate their needs and deliver a safe and welcoming work environment.

This support applies throughout an employee’s career with us and should an individual find their circumstances

change and they become disabled during their employment we would ensure total support and inclusion.

Research and development

The Company does not engage in research and development.

Existence of brands outside the UK

The Company has no stores outside the UK.

Workforce engagement

The Board recognises its various legal, fiduciary, statutory and governance obligations and duties in relation to

stakeholder engagement, including those in respect of its own workforce. Mary McNamara, the Chair of Motorpoint’s

Remuneration Committee, is the designated Non Executive Director with responsibility to engage with (and oversee

engagement with) employees and involve relevant views and experiences in Board discussion and decision making

(the Designated NED for Workforce Engagement). As the Designated NED for Workforce Engagement, Mary engages

with (and oversees engagement with) employees in ways that are most effective in discerning relevant views and

understanding their experiences.

Engagement with other stakeholders

In the discharge of their various legal, statutory and governance obligations and duties, the Directors have

endeavoured to act to promote the success of the Group for the benefit of its members as a whole, and in doing so

have regard for the interests of its various stakeholders. Details of the various stakeholder groups and their associated

engagement strategies are provided on pages 33 to 37 of this report. The Board ensures, in its discussion of relevant

matters, that stakeholder interests are considered in related discussions and decision making processes and inform

policies and procedures.

Substantial shareholdings

Information provided to the Company by substantial shareholders pursuant to the DTR is published via a Regulatory

Information Service. As at 31 March 2024, the Company has been notified of the interests as set out below in its

issued share capital. All such share capital has the right to vote at general meetings.

Shareholder as at 31 March 2024 No. of ordinary shares % of issued shares

Saray Value Fund 18,396,567 20.40

Mark Carpenter 8,781,693 9.76

Forager Capital Management 8,128,643 9.01

LVO Global Asset Management SA 4,771,560 5.29

Mark Morris 4,227,213 4.69

Punch Card Capital LP 2,910,815 3.23

Following the year end, there have been no further notifications up until 31 May, being the last practicable date before

publication of this report.

The shareholdings of Motorpoint Group Plc Directors are listed within the Directors’ Remuneration Report.

Directors’ report continued

115Strategic Report Governance Financial Statements Motorpoint Group Plc Annual Report and Accounts 2024 115Strategic Report Governance Financial Statements Motorpoint Group Plc Annual Report and Accounts 2024

Powers of the Directors

The powers of the Directors are set out in the Companies Act 2006 and the Company’s Articles of Association.

The Directors were granted authority to issue and allot shares at the 2023 AGM. Shareholders will be asked to renew

these authorities in line with the latest institutional shareholder guidelines at the 2024 AGM.

Appointment and replacement of Directors

With regard to the appointment and replacement of Directors, the Company is governed by the Articles of

Association, the 2018 Code, the Companies Act 2006 and related legislation. Directors can be appointed by the

Company by ordinary resolution at a general meeting, or by the Board. If a Director is appointed by the Board,

such Director will hold office until the next AGM and shall then be eligible subject to Board recommendation,

for election at that meeting.

In accordance with Provision 18 of the 2018 Code, each of the Directors, being eligible, will offer themselves for

election or re-election at this year’s AGM (subject to any retirements). The Company can remove a Director from

office, either by passing a special resolution or by notice being given by all the other Directors.

Dividends

No dividends (interim or final) were paid, and no dividend is recommended by the Board.

Share capital

As at 31 March 2024, the Company’s issued share capital comprised 89,969,630 ordinary shares with a nominal value

of £0.01 each.

Ordinary shares

The holders of ordinary shares are entitled to one vote per share at meetings of the Company. All ordinary shares,

other than those held from time to time in Treasury, are freely transferable and rank pari passu for voting and dividend

rights. The Company is not aware of any agreements between holders of shares that result in any restrictions.

Employee Benefit Trust

As at 31 March 2024, the Motorpoint Employee Benefit Trust held 1,611,225 ordinary shares (FY23: 1,686,307).

Further information about share capital can be found in note 28 of the financial statements.

Change of control provisions

The Directors are not aware of there being any significant agreements that contain any material change of control

provisions to which the Company is a party.

Under the terms of the facility, and in the event of a change of control of the Company, the bank can withdraw

funding and all outstanding loans, accrued interest and other amounts due and owing become payable within 30 days

of the change. No person holds securities carrying special rights regarding control of the Company.

Purchase of own shares

At the Company’s AGM on 26 July 2023, shareholders approved an authority for the Company to make market

purchases of its own shares up to a maximum of 9,018,988 shares (being approximately 10% of the issued share

capital at that time) at prices not less than the nominal value of each share (being £0.01 each). On 26 January 2024,

the Company announced its intention to repurchase up to 5m ordinary shares of £0.01 each. The Company intends to

renew this authority at its 2024 AGM.

Allotment of shares

At the Company’s AGM on 26 July 2023, shareholders approved an authority for the Company to allot ordinary shares

up to a maximum nominal amount of £300,632 (being approximately one third of the Company’s issued share capital

at that time) increasing to £601,265 (being approximately two thirds of the Company’s issued share capital at that

time) in the case of a rights issue. The Company intends to renew this authority at its 2024 AGM.

Acquisitions of other companies’ shares

The Company did not purchase or acquire the shares of another company in the year ended 31 March 2024; nor

did any nominee of the Company or another company do so with the Company’s financial assistance; nor did the

Company take a lien or other charge on shares of another company.

Subsequent events

There are no reportable events post 31 March 2024 and prior to publication of this report.

116 Motorpoint Group Plc Annual Report and Accounts 2024116 Motorpoint Group Plc Annual Report and Accounts 2024

Disclosure table pursuant to Listing Rule LR 9.8.4R

In accordance with LR 9.8.4R, the table below sets out the location of the information required to be disclosed,

where applicable.

Listing Rule Information to be included Disclosure

9.8.4(1) Interest capitalised by the Group None

9.8.4(2) Unaudited financial information (LR 9.2.18R) None

9.8.4(4)

Long term incentive scheme information involving Board

Directors (LR 9.4.3R)

Details can be found on page 107 and 108 of the

Directors’ Remuneration Report

9.8.4(5) Waiver of emoluments by a Director None

9.8.4(6) Waiver of future emoluments by a Director None

9.8.4(7) Non-pre-emptive issues of equity for cash None

9.8.4(8)

Non-pre-emptive issues of equity for cash in relation

to major subsidiary undertakings None

9.8.4(9) Listed company is a subsidiary of another company Not applicable

9.8.4(10)

Contracts of significance involving a Director

or a controlling shareholder None

9.8.4(11)

Contracts for the provision of services

by a controlling shareholder None

9.8.4(12) Shareholder waiver of dividends The trustees of the Motorpoint Group Plc Employee

Share Trust have a dividend waiver in place in respect

of ordinary shares which are its beneficial property

9.8.4(13) Shareholder waiver of future dividends The trustees of the Motorpoint Group Plc Employee

Share Trust have a dividend waiver in place in respect

of ordinary shares which are its beneficial property

9.8.4(14) Agreement with controlling shareholder None

Going concern

In accordance with the UK Corporate Governance Code 2018, the Board has assessed the prospects of the Group

over a period in excess of 12 months from the date of signing the Group financial statements as required by the

‘Going Concern’ provision, by selecting the period to the end of December 2025.

The Group has managed its net debt comfortably, with headroom at the year end of £14.0m on the revolving credit

facility, which was undrawn at the year end. Total headroom, including the stocking facilities, undrawn facilities and

available cash, was in excess of £100m at the year end. During the year the Company renegotiated the terms of both

its revolving credit facility, and stocking facilities, reducing available headroom from £29.0m and £195.0m to £14.0m

and £150.0m respectively. The renegotiation secured improved terms for the Group’s financial covenants, following

the challenging economic circumstances experienced in FY24, and reflected the Group’s current lower financing

requirements. The Board considers that the available headroom, coupled with the cash generative nature of the

business and the available cash levers provide a strong degree of financial resilience and flexibility.

In making their assessment the Directors considered the Group’s current Balance Sheet and operational cash flows,

the availability of facilities, and stress testing of the key trading assumptions within the Group’s plan. A range of

scenarios have been assessed by the Directors, including various possible downside scenarios against the base case.

The Directors opted to model a specific scenario designed to create the conditions required to breach covenants

within the going concern period as well as a plausible downturn on the base case.

Scenario Outcome

Base case

Based upon the Group’s most recent approved forecasts.

The base model assumes a recovery of profitability and unit volumes in

FY25, based on current run rates of year on year unit volume growth,

and a prudent estimate based on growth in the used car market.

Thereafter, modest growth is applied as the business resumes its strategic

goal of taking more market share.

The Group is not in breach of any financial covenants

and is not in a drawdown position on the revolving

credit facility at the end of the going concern period.

The Group is able to meet all forecast obligations as

they fall due.

Plausible downturn

Top down stress testing was applied to the base case model, taking into

account a plausible downturn in business performance, relative to possible

economic pressure and stagnation in the growth of the used car market.

This included volume and margin pressure, reducing revenue by 15% and an

overall gross profit reduction compared to the base case of 21%. Fixed costs

were inflated in this scenario by three percent in each year.

The Group is not in breach of any financial covenants

and is not in a drawdown position on the Revolving

Credit Facility at the end of the going concern period.

The Group is able to meet all forecast obligations as

they fall due.

Directors’ report continued

117Strategic Report Governance Financial Statements Motorpoint Group Plc Annual Report and Accounts 2024 117Strategic Report Governance Financial Statements Motorpoint Group Plc Annual Report and Accounts 2024

Scenario Outcome

Reverse stress test

A scenario created to model the circumstances required to breach the

Group’s covenants within the going concern period.

The Board considered the potential impacts in preparing the stress test.

The below scenario was analysed:

Reducing revenue (32% decrease from the base case) and decreasing gross

profit overall by 38% through additional margin pressure.

This scenario is designed to result in a covenant

breach within the assessed going concern period.

Management believes that the combination of severe

downsides to be remote, and that there are mitigating

factors over and above those built into the reverse

stress test modelling which the Board would consider

to avoid a covenant breach.

The selection of the assumptions for the sensitised case is inherently subjective, and whilst the Board considered

these assumptions to reflect a downside scenario, the future impact of economic downturn, interest rate rises or

inflating overhead costs is impossible to predict with absolute accuracy.

Whilst the same applies to the reverse stress test, we note that this scenario is specifically designed to demonstrate

the point at which the covenants breach during the going concern period. The reverse stress test reflects, in the

Board’s opinion, a remote circumstance and mitigating factors could be implemented to avoid a covenant breach in

this scenario.

Scenario modelling has been considered throughout the year and at year end by management to formulate response

options against moderate or severe downturns in sales volumes, potential margin pressures and possible cost challenges.

The Group’s available headroom stands at £14.0m (FY23: £29.0m) through its Revolving Credit Facility (RCF)

agreement. The Group also has an uncommitted overdraft facility of £6.0m which remains in place and was undrawn

at the year end. Both are in place until June 2026 with the option to extend for two further one year extensions if

both parties are agreed. With respect to the Group’s stocking facilities, these have reduced from £195.0m to £150.0m

during the year which the Board deem appropriate given current market conditions.

The Directors took action in the year to obtain covenant relief for its RCF agreement and for one of its stocking loan

arrangements, reflecting a response to the reduction in overall headroom against covenants in FY24. The relief

obtained has been agreed until the end of September 2025 for the RCF and an indefinite relaxation was agreed

on the net assets covenant with Black Horse Limited in relation to its stocking loan facility. The specific details are

disclosed in the notes to the accounts on pages 152 and 153.

In the eventuality of a period of prolonged economic downturn resulting in material reductions in sales volume or

prices, as well as rising overhead costs, it is possible that the Group would need to negotiate changes to its current

banking covenants, but such an extreme downturn is not currently considered plausible.

The Group continues to consider and monitor further potential mitigation actions it could take to strengthen its

cash position and reduce operating costs in the event of a more severe downside scenario. Such cost reduction

and cash preservation actions would include but are not limited to: reducing spend on specific variable cost lines

including marketing and store trading expenses; team costs, most notably sales commissions; pausing new stock

commitments; and reviewing expansionary capital spend, dividends and share buyback activity.

The Group has continued to demonstrate a flexible approach to trading and despite the constriction in the supply of

nearly new vehicles, which is expected to slowly ease, the Group has been able to use its market position to access

more stock to satisfy customer demand, both online and in store.

The Directors have also made use of the post year end trading performance to confirm that performance is in

line with expectation. Whilst only a short period has passed since the year end, this evidence suggests that this is

the case.

Based on this assessment, the Board confirms that it has a reasonable expectation that the Group will be able to

continue in operation and meet its liabilities as they fall due over the period to 31 December 2025.

The Board has determined that the period to December 2025 constitutes an appropriate period over which to provide

its going concern assessment. This is the period detailed in our base case model which we approve each year as part

of the strategic review. Whilst the Board has no reason to believe the Group will not be viable over a longer period,

given the inherent uncertainty involved we believe this presents users of the Annual Report and Accounts with a

reasonable degree of confidence while still providing a medium term perspective.

The Annual Report was approved by the Board on 13 June 2024.

Signed on behalf of the Board.

Chris Morgan

Chief Financial Officer

13 June 2024

118 Motorpoint Group Plc Annual Report and Accounts 2024118 Motorpoint Group Plc Annual Report and Accounts 2024

The Directors are responsible for preparing the Annual Report and Accounts and the financial statements in accordance

with applicable law and regulation.

Company law requires the Directors to prepare financial statements for each financial year. Under that law the Directors

have prepared the Group financial statements in accordance with UK adopted international accounting standards and

the Company financial statements in accordance with United Kingdom Generally Accepted Accounting Practice

(United Kingdom Accounting Standards, comprising FRS 102 ‘The Financial Reporting Standard applicable in the UK

and Republic of Ireland’, and applicable law).

Under company law, Directors must not approve the financial statements unless they are satisfied that they give a true

and fair view of the state of affairs of the Group and Company and of the profit or loss of the Group for that period.

In preparing the financial statements, the Directors are required to:

• select suitable accounting policies and then apply them consistently;

• state whether applicable UK adopted international accounting standards have been followed for the Group financial

statements and United Kingdom Accounting Standards, comprising FRS 102 have been followed for the Company

financial statements, subject to any material departures disclosed and explained in the financial statements;

• make judgements and accounting estimates that are reasonable and prudent; and

• prepare the financial statements on the going concern basis unless it is inappropriate to presume that the Group

and Company will continue in business.

The Directors are responsible for safeguarding the assets of the Group and Company and hence for taking reasonable

steps for the prevention and detection of fraud and other irregularities.

The Directors are also responsible for keeping adequate accounting records that are sufficient to show and explain

the Group’s and Company’s transactions and disclose with reasonable accuracy at any time the financial position of

the Group and Company and enable them to ensure that the financial statements and the Directors’ Remuneration

Report comply with the Companies Act 2006.

The Directors are responsible for the maintenance and integrity of the Company’s website. Legislation in the

United Kingdom governing the preparation and dissemination of financial statements may differ from legislation

in other jurisdictions.

Directors’ confirmations

The Directors consider that the Annual Report and Accounts, taken as a whole, is fair, balanced and understandable

and provides the information necessary for shareholders to assess the Group’s and Company’s position and

performance, business model and strategy.

Each of the Directors, whose names and functions are listed in the Board of Directors section of the Governance

report on pages 80 and 81 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 loss of the Group;

• the Company financial statements, which have been prepared in accordance with United Kingdom Accounting

Standards, comprising FRS 102, give a true and fair view of the assets, liabilities and financial position of the

Company; and

• the Strategic report includes a fair review of the development and performance of the business and the position

of the Group and Company, together with a description of the principal risks and uncertainties that it faces.

In the case of each Director in office at the date the Directors’ report is approved:

• so far as the Director is aware, there is no relevant audit information of which the Group’s and Company’s auditors

are unaware; and

• they have taken all the steps that they ought to have taken as a Director in order to make themselves aware of any

relevant audit information and to establish that the Group’s and Company’s auditors are aware of that information.

Statement of Directors’ responsibilities

119Strategic Report Governance Financial Statements Motorpoint Group Plc Annual Report and Accounts 2024

Financial

Statements

120 Independent Auditors’ Report

128 Consolidated statement of

comprehensive income

129 Consolidated balance sheet

130 Consolidated statement

of changes in equity

131 Consolidated cash flow statement

132 Notes to the consolidated

financial statements

162 Company balance sheet

163 Company statement of changes

in equity

164 Notes to the company

financial statements

168 Alternative Performance

Measures (APMs)

169 Glossary

170 Shareholder information

and advisors

Motorpoint Group Plc Annual Report and Accounts 2024120

10 years

8 years

Independent Auditors’ Report

to the members of Motorpoint Group Plc

Report on the audit of the financial statements

Opinion

In our opinion:

• Motorpoint Group Plc’s Group financial statements and Parent Company financial statements (the “financial

statements”) give a true and fair view of the state of the Group’s and of the Parent Company’s affairs as at 31 March

2024 and of the Group’s loss and the Group’s cash flows for the year then ended;

• the Group financial statements have been properly prepared in accordance with UK-adopted international

accounting standards as applied in accordance with the provisions of the Companies Act 2006;

• the Parent Company financial statements have been properly prepared in accordance with United Kingdom

Generally Accepted Accounting Practice (United Kingdom Accounting Standards, including FRS 102 “The Financial

Reporting Standard applicable in the UK and Republic of Ireland”, and applicable law); and

• the financial statements have been prepared in accordance with the requirements of the Companies Act 2006.

Our opinion is consistent with our reporting to the Audit Committee.

We have audited the financial statements, included within the Annual Report and Accounts (the “Annual Report”),

which comprise:

• the Consolidated Balance Sheet and Company Balance Sheet as at 31 March 2024;

• the Consolidated Statement of Comprehensive Income,

• the Consolidated Cash Flow Statement,

• the Consolidated Statement of Changes in Equity and the Company Statement of Changes in Equity for the year

then ended;

• and the Notes to the financial statements, comprising material accounting policy information and other

explanatory information.

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 and appointment

We remained independent of the Group in accordance with the ethical requirements that are relevant to our audit of

the financial statements in the UK, which includes the FRC’s Ethical Standard, as applicable to listed public interest

entities, and we have fulfilled our other ethical responsibilities in accordance with these requirements.

To the best of our knowledge and belief, we declare that non-audit services prohibited by the FRC’s Ethical Standard

were not provided.

Other than those disclosed in Note 8 to the consolidated financial statements, we have provided no non-audit

services to the Parent Company or its controlled undertakings in the period under audit.

We were first appointed as auditors of Motorpoint Limited by its Directors on 18 September 2015 to audit the financial

statements for the year ended 31 March 2015 and subsequently reappointed on 29 February 2016 to audit the

financial statements for the year ended 31 March 2016.

Following the reorganisation of the Group headed by Motorpoint Holdings Limited and the formation of Motorpoint

Group Plc, we were appointed by the Directors of Motorpoint Group Plc on 28 October 2016 to audit the financial

statements for the year ended 31 March 2017 and subsequent financial periods. The period of total uninterrupted

engagement is 10 years, covering the years ended 31 March 2015 to 31 March 2024.

Timeline of uninterrupted engagement

31 March

2015

31 March

2024

31 March

2017

31 March

2024

Motorpoint Ltd

Motorpoint Group Plc

121Strategic Report Governance Financial Statements Motorpoint Group Plc Annual Report and Accounts 2024

Our audit approach

The scope of our audit

We have performed a full scope audit over the Group’s financial statements to Group materiality. We have also performed

a full scope audit over the Parent Company’s financial statements to company materiality. As part of designing our

audit, we determined materiality and assessed the risks of material misstatement in the financial statements.

Key audit matters

Inventory valuation

(Group)

Year on year: Consistent

Carrying value of investment in subsidiary undertakings

(Parent Company)

Year on year: Consistent

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.

Inventory Valuation (Group)

Background:

Refer to the Audit Committee report and Notes 4 and 20

to the consolidated financial statements.

Management have calculated the provision based

on a combination of historical data and assumptions

regarding future sales margins. Management have

also applied a manual overlay adjustment to the

overall provision.

Given the magnitude of inventory balances and the

estimation uncertainty as to future selling prices and

therefore margins, there is a risk that inventory is

overstated due to the net realisable value falling below

cost given recent volatility within the used car market.

Procedures performed:

We have verified the mathematical accuracy of

management’s models used to calculate the inventory

provision, agreeing historical data used within the model

back to prior year audited data.

We have tested a sample of inputs used in management’s

models to appropriate third party evidence.

We have reviewed sales and margins post year end, and

tested this data to supporting evidence, to understand

actual loss making sales post year end. We have assessed

the impact of this on the remaining population of unsold

vehicles in order to estimate the total potential loss

making sales in relation to vehicles held in stock as at

31 March 2024.

Observations

Based on the procedures performed, we consider the carrying value of inventory to be materially consistent with

the evidence obtained.

Total stock balance of

£102.4m

(FY23: £148.9m)

Total inventory provision

£2.1m

(FY23: £2.3m)

Motorpoint Group Plc Annual Report and Accounts 2024122

Independent Auditors’ Report continued

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.

100%

Group total

assets

100%

Group loss

before tax

100%

Group

revenue

Carrying Value of Investment in Subsidiary Undertakings (Parent Company)

Background:

Refer to Note 3 to the Parent Company financial

statements.

As at 31 March 2024 the parent company’s balance

sheet includes investments of £103.3m (FY23: £102.3m).

Annually, the Directors consider whether any events or

circumstances have occurred that could indicate that

the carrying amount of fixed asset investments may

not be recoverable. Given the outturn for FY24 being

significantly below management’s original budget, this is

deemed to be a trigger for an impairment review.

Management have performed an impairment assessment

based on fair value less costs to sell, using market

capitalisation at the balance sheet date as a proxy for

fair value less cost to sell, and concluded there is no

impairment.

Procedures performed:

We have considered indicators of impairment and

concur with management’s judgement that the

underperformance against budget represents a trigger

for an impairment review.

We have reviewed Motorpoint Group Plc’s market

capitalisation and note that, whilst it has fluctuated

throughout the year, for the majority of the year and at

year-end the company’s market capitalisation was above

the carrying amount of the company’s investments,

before taking account of any acquisition premium in a

fair value less costs to sell calculation.

Observations

Based on the procedures performed, we consider the carrying value of the investment in subsidiaries to be

materially consistent with the evidence obtained.

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 Parent Company, the

accounting processes and controls, and the industry in which they operate.

The Group and its subsidiaries are based in the UK. As at 31 March 2024 there are 20 open retail sites across the

UK. We have performed a full scope audit over the Group’s financial statements to Group materiality. We have also

performed a full scope audit over the Parent Company’s financial statements to Parent Company materiality.

We performed audit procedures over entities within the Group that, in aggregate, accounted for:

123Strategic Report Governance Financial Statements Motorpoint Group Plc Annual Report and Accounts 2024

Based on our professional judgement, we determined materiality for the financial statements as a whole as follows:

Group Parent Company

Overall

materiality

£814,000

FY23

£1.08m

£1,033,000

FY23

£1.023m

How we

determined it

0.075% of revenue 1%

of total

assets

Rationale for

benchmark applied

Revenue is a key metric used

by management and external

stakeholders to assess the

performance of the Group and it

removes the impact of the significant

volatility in profit before tax that has

arisen in the last three years.

The principal function of the Parent

Company is as a holding company for

the investment in Motorpoint Limited. We

have applied this benchmark, a generally

accepted auditing benchmark, as we

believe that this is the key measure used

by the shareholders in evaluating the

performance of the Parent Company.

Performance materiality

£610,000

FY23

£810,000

£774,000

FY23

£767,000

How we determined it

75%

of overall

materiality

75%

of overall

materiality

Level above which we report

to the Audit Committee

£40,000

FY23

£50,000

£40,000

FY23

£50,000

We agreed we would also report misstatements below those amounts that, in our

view, warranted reporting for qualitative reasons.

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.

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.

Motorpoint Group Plc Annual Report and Accounts 2024124

Independent Auditors’ Report continued

The impact of climate risk on our audit

In considering the impact of climate risk on our audit, we:

Made enquiries of management to understand

the process adopted to assess the extent of the

potential impact of climate risk on the financial

statements and to assess the disclosures made

within the financial statements;

Performed additional analysis on cash flow

forecasts in order to assess the potential impact

of another flood occurring, with the lower level

of insurance cover available as a result of the

flooding at the Derby site during the current year;

Considered the following area to potentially

be materially impacted by climate risk and

consequently we focused our audit work in this

area: impairment of non current assets. Our risk

assessment was based on this enquiry as well as

the review of Motorpoint’s most recent internal

reporting to the board regarding climate risk;

Challenged the completeness of management’s

climate risk assessment by comparing with

internal climate plans, board minutes and

our understanding of the business and wider

industry; and

Agreed climate related costs included in cash

flow forecasts to external supporting evidence,

for example the cost of carbon offsetting and

the increased cost of the insurance premia;

Considered the consistency of the disclosures

in relation to climate change (including the

disclosures in the Task Force on Climate-related

Financial Disclosures (TCFD) section) within the

Annual Report with the financial statements and

our knowledge obtained from our audit.

Our procedures did not identify any material impact in the context of our audit of the financial statements as a whole,

or our key audit matters for the year ended 31 March 2024.

Our ability to detect irregularities, including fraud, and our response

Irregularities, including fraud, are instances of non-compliance with laws and regulations. We design procedures in

line with our responsibilities, outlined below, to detect material misstatements in respect of irregularities, including

fraud. The extent to which our procedures are capable of detecting irregularities, including fraud, is detailed below.

Based on our understanding of the Group and industry, we identified that the principal risks of non-compliance with

laws and regulations related to the Listing Rules and Financial Conduct Authority regulations, and we considered the

extent to which non-compliance might have a material effect on the financial statements. We also considered those

laws and regulations that have a direct impact on the financial statements such as the Companies Act 2006 and UK

tax legislation. We evaluated management’s incentives and opportunities for fraudulent manipulation of the financial

statements (including the risk of override of controls), and determined that the principal risks were related to posting

of inappropriate journal entries with unusual account combinations to increase revenue or reduce expenditure, and

management bias in accounting estimates.

Audit procedures performed by the engagement team included:

Reviewing of correspondence with regulators; Challenging assumptions and judgements made

by management in their significant accounting

estimates to identify potential management bias,

in particular in relation inventory valuation; and

Enquiries of management including

consideration of known or suspected instances

of non-compliance with laws and regulations

or fraud;

Identifying and testing journal entries, in

particular any journal entries posted with unusual

account combinations that increase revenue or

reduce expenditure.

Review of minutes of meetings held by those

charged with governance;

There are inherent limitations in these audit procedures. 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.

125Strategic Report Governance Financial Statements Motorpoint Group Plc Annual Report and Accounts 2024

Conclusions relating to going concern

Our evaluation of the Directors’ assessment of the Group’s and the Parent Company’s ability to continue to adopt

the going concern basis of accounting included:

Reviewing management’s going concern paper

and model;

Challenging the key assumptions used in

management’s model and reviewed the downside

models to assess the impact on covenant liquidity

and impairment headroom;

Reviewing the board approved budget / forecasts

to support the going concern assumptions;

Verifying the arithmetic accuracy of

management’s models mentioned above; and

Assessing management’s historical forecasting

accuracy;

Reviewing management’s disclosures in relation

to going concern and consistency with the

modelling performed.

Comparing the budgets and forecasts used in

the going concern model to actual post year

end data;

Based on the work we have performed, we have not identified any material uncertainties relating to events or conditions

that, individually or collectively, may cast significant doubt on the Group’s and the Parent Company’s ability to continue

as a going concern for a period of at least twelve months from when the financial statements are authorised for issue.

In 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 Parent Company’s ability to continue as a going concern.

In relation to the Directors’ reporting on how they have applied the UK Corporate Governance Code, we have nothing

material to add or draw attention to in relation to the Directors’ statement in the financial statements about whether

the Directors considered it appropriate to adopt the going concern basis of accounting.

Our responsibilities and the responsibilities of the Directors with respect to going concern are described in the

relevant sections of this report.

Reporting on other information

The other information comprises all of the information in the Annual Report other than the financial statements and

our auditors’ report thereon. The Directors are responsible for the other information. Our opinion on the financial

statements does not cover the other information and, accordingly, we do not express an audit opinion or, except to

the extent otherwise explicitly stated in this report, any form of assurance thereon.

In connection with our audit of the financial statements, our responsibility is to read the other information and, in

doing so, consider whether the other information is materially inconsistent with the financial statements or our

knowledge obtained in the audit, or otherwise appears to be materially misstated. If we identify an apparent material

inconsistency or material misstatement, we are required to perform procedures to conclude whether there is a

material misstatement of the financial statements or a material misstatement of the other information. If, based on

the work we have performed, we conclude that there is a material misstatement of this other information, we are

required to report that fact. We have nothing to report based on these responsibilities.

With respect to the Strategic report and Directors’ report, we also considered whether the disclosures required by the

UK Companies Act 2006 have been included.

Based on our work undertaken in the course of the audit, the Companies Act 2006 requires us also to report certain

opinions and matters as described below.

Strategic report and Directors’ report

In our opinion, based on the work undertaken in the course of the audit, the information given in the Strategic report

and Directors’ report for the year ended 31 March 2024 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 Parent Company and their environment obtained in

the course of the audit, we did not identify any material misstatements in the Strategic report and Directors’ report.

Directors’ Remuneration

In our opinion, the part of the Remuneration Committee Report to be audited has been properly prepared in

accordance with the Companies Act 2006.

Motorpoint Group Plc Annual Report and Accounts 2024126

Independent Auditors’ Report continued

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 Parent 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 Strategic report and Governance section 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 Parent 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 Parent 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 Parent 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 Parent 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 Parent 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 Parent

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

Parent Company’s compliance with the Code does not properly disclose a departure from a relevant provision of the

Code specified under the Listing Rules for review by the auditors.

Responsibilities for the financial statements and the audit

Responsibilities of the Directors for the financial statements

As explained more fully in the Statement of Directors’ responsibilities, the Directors are responsible for the preparation

of the financial statements in accordance with the applicable framework and for being satisfied that they give a true

and fair view. The Directors are also responsible for such internal control as they determine is necessary to enable the

preparation of financial statements that are free from material misstatement, whether due to fraud or error.

In preparing the financial statements, the Directors are responsible for assessing the Group’s and the Parent

Company’s ability to continue as a going concern, disclosing, as applicable, matters related to going concern and

using the going concern basis of accounting unless the Directors either intend to liquidate the Group or the Parent

Company or to cease operations, or have no realistic alternative but to do so.

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.

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.

127Strategic Report Governance Financial Statements Motorpoint Group Plc Annual Report and Accounts 2024

Use of this report

This report, including the opinions, has been prepared for and only for the Parent 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 Parent 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 Parent Company financial statements and the part of the Remuneration Committee Report to be audited are

not in agreement with the accounting records and returns.

We have no exceptions to report arising from this responsibility.

Other matter

The Parent Company is required by the Financial Conduct Authority Disclosure Guidance and Transparency Rules to

include these financial statements in an annual financial report prepared under the structured digital format required

by DTR 4.1.15R - 4.1.18R and filed on the National Storage Mechanism of the Financial Conduct Authority. This auditors’

report provides no assurance over whether the structured digital format annual financial report has been prepared in

accordance with those requirements.

Mark Skedgel (Senior Statutory Auditor)

for and on behalf of PricewaterhouseCoopers LLP

Chartered Accountants and Statutory Auditors

Birmingham

13 June 2024

Motorpoint Group Plc Annual Report and Accounts 2024128

Consolidated statement of comprehensive income

For the year ended 31 March 2024

		2024
		£m	2024
		Before	£m	2024
		exceptional	Exceptional	£m	2023
	Note	items	items	Total	£m
Revenue	6	1,086.6	–	1, 086.6	1,4 4 0. 2
Cost of sales	7	(1,0 1 3 .5)	–	(1,0 1 3. 5)	(1,354.5)
Gross profit		73 .1	–	73 .1	85 .7
Operating expenses	7	(7 2 . 9)	(7. 7)	(8 0.6)	(79. 2)
Other income		1.3	5.6	6.9	0.3
Operating profit / (loss)	7	1.5	(2 .1)	(0.6)	6.8
Finance expense	11	(9.7)	(0.1)	(9.8)	(7.1)
Loss before income tax		(8. 2)	(2 . 2)	(1 0. 4)	(0.3)
Income tax income / (expense)	13	1.8	0. 2	2 .0	(0. 3)
Loss for the year		(6 .4)	(2 .0)	(8.4)	(0.6)
Other comprehensive expenses:
Items that will not be reclassified to profit or loss
Tax relating to items which will not be reclassified	13	(0 .1)	–	(0.1)	(0 .1)
to profit or loss
Other comprehensive expense		(0 .1)	–	(0.1)	(0 .1)
Total comprehensive expense for the year		(6. 5)	(2 .0)	(8. 5)	(0.7)
attributable to equity holders of the parent
Earnings per share attributable to equity holders
of the parent
Basic	14			(9. 3p)	(0.7p)
Diluted	14			(9 . 3p)	(0.7p)

1. Detail on exceptional items is provided in note 12

The Group’s activities all derive from continuing operations.

The notes on pages 132 to 161 are an integral part of these consolidated financial statements.

129Strategic Report Governance Financial Statements Motorpoint Group Plc Annual Report and Accounts 2024

Consolidated balance sheet

As at 31 March 2024

		2024	2023
	Note	£m	£m
ASSETS
Non-current assets
Property, plant and equipment	17	8.8	13 .1
Right-of-use assets	18	50. 5	58.4
Intangible assets	16	3.7	3.7
Deferred tax assets	19	1.4	–
Total non-current assets		64.4	75.2
Current assets
Inventories	20	102 .4	148 .6
Trade and other receivables	22	19. 2	18.4
Current tax receivable	13	–	1.3
Cash and cash equivalents	23	9.2	5.6
Assets held for sale	21	2 .6	–
Total current assets		133.4	173. 9
TOTAL ASSETS		1 9 7. 8	249. 1
LIABILITIES
Current liabilities
Trade and other payables, excluding contract liabilities	25	(1 0 7.1)	(14 3 . 8)
Borrowings	24	–	–
Lease liabilities	18	(4 . 0)	(3 .4)
Total current liabilities		(111.1)	(1 4 7. 2)
Net current assets		22.3	2 6.7
Non-current liabilities
Lease liabilities	18	(5 3.0)	(60. 2)
Provisions	26	(2 .6)	(2 .6)
Deferred tax liabilities	19	–	(0.2)
Total non-current liabilities		(55 .6)	(63 .0)
TOTAL LIABILITIES		(1 6 6.7)	(2 10. 2)
NET ASSETS		3 1 .1	38.9
EQUITY
Called up share capital	29	0.9	0. 9
Capital redemption reserve	30	0.1	0 .1
Capital reorganisation reserve	31	(0. 8)	(0. 8)
EBT reserve	32	(5 .1)	(5. 3)
Retained earnings		36.0	4 4.0
TOTAL EQUITY		3 1 .1	38.9

The consolidated financial statements on pages 128 to 161 were approved by the Board of Directors on 13 June 2024

and were signed on its behalf by:

M Carpenter C Morgan

Chief Executive Officer Chief Financial Officer

Motorpoint Group Plc

Registered number 10119755

Motorpoint Group Plc Annual Report and Accounts 2024130

Consolidated statement of changes in equity

For the year ended 31 March 2024

			Capital	Capital
		Called up	redemption	reorganisation		Retained
		share capital	reserve	reserve	EBT reserve	earnings	Total equity
	Note	£m	£m	£m	£m	£m	£m
Balance at 1 April 2022		0.9	0 .1	(0. 8)	(4 .7)	43.9	39. 4
Loss for the year		–	–	–	–	(0.6)	(0.6)
Other comprehensive		–	–	–	–	(0 .1)	(0 .1)
expense for the year
Total comprehensive		–	–	–	–	(0.7)	(0.7)
expense for the year
Transactions with owners
in their capacity as owners:
Share-based payments	34	–	–	–	–	0. 9	0.9
EBT share purchases and commitments	32	–	–	–	(0 .7)	–	(0.7)
Share-based	32	–	–	–	0 .1	(0.1)	–
compensation options
satisfied through the EBT		–	–	–	(0. 6)	0.8	0. 2
Balance at 31 March 2023		0.9	0 .1	(0. 8)	(5. 3)	4 4 .0	38.9
Loss for the year		–	–	–	–	(8.4)	(8.4)
Other comprehensive		–	–	–	–	(0 .1)	(0.1)
expense for the year
Total comprehensive		–	–	–	–	(8 . 5)	(8. 5)
expense for the year
Transactions with owners
in their capacity a s
owners:
Share-based payments	34	–	–	–	–	1.0	1 .0
Buyback and cancellation
of shares		–	–	–	–	(0. 3)	(0.3)
EBT share purchases and commitments	32	–	–	–	–	–	–
Share-based	32	–	–	–	0. 2	(0. 2)	–
compensation options
satisfied through the EBT		–	–	–	0. 2	0. 5	0.7
Balance at 31 March 2024		0.9	0.1	(0. 8)	(5 .1)	36.0	3 1 .1

The notes on pages 132 to 161 are an integral part of these consolidated financial statements.

131Strategic Report Governance Financial Statements Motorpoint Group Plc Annual Report and Accounts 2024

Consolidated cash flow statement

For the year ended 31 March 2024

2024

£m

		2023
		£m
Loss for the year attributable to equity shareholders	(8.4)	(0.6)
Adjustments for:
Taxation (credit) / charge	(2 . 0)	0.3
Finance expense	9.8	7.1
Operating (loss) / profit	(0.6)	6.8
Share-based payments	1.0	0 .1
Impairment of assets held for sale	0.2	–
Loss made on assignment of lease	0. 2	–
Depreciation and amortisation charges	9.9	9.4
Cash flow from operations before movement in working capital	10 .7	16.3
Decrease in inventory	46.2	7 9.8
Increase in trade and other receivables	(0. 8)	(4. 8)
Decrease in trade and other payables	(36.8)	(50.0)
Cash generated from operations	19.3	41. 3
Interest paid on borrowings and financing facilities	(7. 8)	(5 .1)
Interest paid on lease liabilities	(2 . 0)	(2 .0)
Income tax received / (paid)	1.6	(1 .1)
Net cash generated from operating activities	11 .1	33. 1
Cash flows from investing activities
Purchases of property, plant and equipment and intangible assets	(2 . 6)	(9. 4)
Proceeds from disposal of property, plant and equipment and right-of-use assets	–	9.7
Net cash (used in) / generated from investing activities	(2 . 6)	0.3
Cash flows from financing activities
Payments to acquire own shares	(0. 3)	–
Payments to satisfy employee share plan obligations	–	(0.7)
Repayment of principal element of leases	(4 . 6)	(5 .9)
Repayment of borrowings	(2 4 .0)	(5 7. 0)
Proceeds from borrowings	24 .0	28 .0
Net cash used in financing activities	(4 . 9)	(3 5. 6)
Net increase / (decrease) in cash and cash equivalents	3 .6	(2 .2)
Cash and cash equivalents at the beginning of the year	5.6	7. 8
Cash and cash equivalents at end of year	9. 2	5.6
Net cash and cash equivalents comprises: Cash at bank	9. 2	5.6

Motorpoint Group Plc Annual Report and Accounts 2024132

Notes to the consolidated financial statements

1. General information

Motorpoint Group Plc (the ‘Company’) is incorporated and domiciled in the United Kingdom under the Companies

Act 2006.

The Company is a public company limited by shares and is listed on the London Stock Exchange; the address of the

registered office is Champion House, Stephensons Way, Derby, England, United Kingdom, DE21 6LY. The consolidated

financial statements of the Group as at and for the year ended 31 March 2024 comprise the Company, all of its

subsidiaries and the Motorpoint Group Plc Employee Benefit Trust (the ‘EBT’) as listed on page 166, together referred

to as the ‘Group’. These financial statements are presented in pounds sterling because that is the currency of the

primary economic environment in which the Group operates.

The principal activities of the Group and the nature of the Group’s operations are set out in the Strategic Report on

pages 1 to 79.

2. Summary of material accounting policy information

The principal accounting policies applied in the preparation of these consolidated financial statements are set out

below. The policies have been consistently applied to all years presented, unless otherwise stated.

(a) Basis of preparation

The consolidated financial statements of the Group have been prepared and approved by the Board on a historical

cost basis except for assets held for sale and in accordance with UK-adopted International Accounting Standards and

the requirements of the Companies Act 2006 as applicable to companies reporting under those standards.

The preparation of financial statements in conformity with IFRS requires the use of certain critical accounting

estimates. It also requires management to exercise its judgement in the process of applying the Group’s accounting

policies. The areas involving a higher degree of judgement or complexity, or areas where assumptions and estimates

are significant to the consolidated financial statements, are disclosed in note 4.

In adopting the going concern basis for preparing the financial statements, the Directors have considered the

business activities including the Group’s principal risks and uncertainties. This specifically includes considerations for

climate related matters and more details are disclosed in note 17.

(b) Going concern

In accordance with the UK Corporate Governance Code 2018, the Board has assessed the prospects of the Group

over a period in excess of 12 months from the date of signing the Group financial statements as required by the

‘Going Concern’ provision, by selecting the period to the end of December 2025.

The Group has managed its net debt comfortably, with headroom at the year end of £14.0m on the Revolving Credit

Facility, which was undrawn at the year end. Total headroom, including the stocking facilities, undrawn facilities and

available cash, was in excess of £100.0m at the year end. During the year the Company renegotiated the terms of

both its Revolving Credit Facility, and stocking facilities, reducing available headroom from £29.0m and £195.0m to

£14.0m and £150.0m respectively. The renegotiation secured improved terms for the Group’s financial covenants,

following the challenging economic circumstances experienced in FY24, and reflected the Group’s current lower

financing requirements. The Board considers that the available headroom, coupled with the highly cash generative

nature of the business and the available cash levers provide a strong degree of financial resilience and flexibility.

133Strategic Report Governance Financial Statements Motorpoint Group Plc Annual Report and Accounts 2024

Scenarios:

In making their assessment the Directors considered the Group’s current balance sheet, and operational cash flows,

the availability of facilities, and stress testing of the key trading assumptions within the Group’s plan. A range of

scenarios have been assessed by the Directors, including various possible downside scenarios against the base case.

The Directors opted to model a specific scenario designed to create the conditions required to breach covenants

within the going concern period as well as a plausible downturn on the base case.

Scenario	Outcome
Base Case	The Group is not in breach of any financial covenants
	and is not in a drawdown position on the Revolving
Based upon the Group’s most recent approved forecasts.	Credit Facility at the end of the going concern period.
The base model assumes a recovery of profitability and	The Group is able to meet all forecast obligations as they
	fall due.
unit volumes in FY25, based on current run rates of year
on year unit volume growth, and a prudent estimate
based on growth in the used car market. Thereafter, modest growth is applied as the business resumes its strategic goal of taking more market share.
Plausible Downturn	The Group is not in breach of any financial covenants
	and is not in a drawdown position on the Revolving
Top down stress testing was applied to the base case	Credit Facility at the end of the going concern period.
model, taking into account a plausible downturn in	The Group is able to meet all forecast obligations as
business performance, relative to possible economic	they fall due.
pressure and stagnation in the growth of the used car
market.
This included volume and margin pressure, reducing
revenue by 15% and an overall gross profit reduction
compared to the base case of 21%. Fixed costs were inflated in this scenario by three percent in each year.
Reverse Stress Test	This scenario is designed to result in a covenant breach
	within the assessed going concern period.
A scenario created to model the circumstances
required to breach the Group’s covenants within the	Management believes that the combination of severe
going concern period.	downsides to be remote, and that there are mitigating
	factors over and above those built into the reverse stress
The Board considered the potential impacts in	test modelling which the Board would consider to avoid
preparing the stress test. The below scenario was analysed:	a covenant breach.
Reducing revenue (32% decrease from the base case)
and decreasing gross profit overall by 38% through additional margin pressure.

The selection of the assumptions for the sensitised case is inherently subjective, and whilst the Board considered

these assumptions to reflect a downside scenario, the future impact of economic downturn, interest rate rises or

inflating overhead costs is impossible to predict with absolute accuracy.

Whilst the same applies to the reverse stress test, we note that this scenario is specifically designed to demonstrate

the point at which the covenants breach during the going concern period. The reverse stress test reflects, in the

Board’s opinion, a remote circumstance and mitigating factors could be implemented to avoid a covenant breach in

this scenario.

Scenario modelling has been considered throughout the year and at year end by management to formulate response

options against moderate or severe downturns in sales volumes, potential margin pressures and possible cost

challenges.

The Group’s available headroom stands at £14.0m (FY23: £29.0m) through its Revolving Credit Facility “RCF”

agreement. The Group also has an uncommitted overdraft facility of £6.0m which remains in place and was undrawn

at the year end. Both are in place until June 2026 with the option to extend for two further one year extensions if

both parties are agreed. With respect to the Group’s stocking facilities, these have reduced from £195.0m to £150.0m

during the year which the Board deem appropriate given current market conditions.

The Directors took action in the year to obtain covenant relief for its RCF agreement and for one of its stocking loan

arrangements, reflecting a response to the reduction in overall headroom against covenants in FY24. The relief

obtained has been agreed until September 2025 for the RCF and an indefinite relaxation was agreed on the net assets

covenant with Black Horse Limited in relation to its stocking loan facility. The specific details are disclosed in the

notes to the accounts on pages 132 to 161.

134 Motorpoint Group Plc Annual Report and Accounts 2024

Notes to the consolidated financial statements continued

2. Summary of material accounting policy information continued