Motorpoint Group Plc

Annual Report and Accounts 2026

There’s no car like

a Motorpoint car

Strategic Report

01 2026 Highlights

02 Our model

03 Investment highlights

04 Our business and our market

05 The Car Buyer’s Champion

06 Our customers’ journey

07 Our market

08 Chair’s statement

10 Chief Executive’s statement

13 Our strategy

15 Section 172(1) statement

19 Environmental, Social and

Governance (ESG)

28 Task Force on Climate related

Financial Disclosures (TCFD)

36 Financial review

39 Risk management

42 Principal risks and uncertainties

45 Viability statement

47 Non financial and sustainability

information statement

Governance

50 Board of Directors

52 Introduction to governance

54 Corporate governance report

57 Audit Committee report

62 Nomination Committee report

66 ESG Committee report

67 Remuneration Committee report

70 Remuneration policy

82 Annual report on remuneration

92 Directors’ report

98 Statement of Directors’

responsibilities

Financial Statements

100 Independent Auditors’ Report

105 Consolidated statement of

comprehensive income

106 Consolidated balance sheet

107 Consolidated statement of

changes in equity

108 Consolidated cash flow statement

109 Notes to the consolidated financial

statements

132 Company balance sheet

133 Company statement of

changes in equity

134 Notes to the Company

financial statements

137 Alternative performance

measures (APMs)

138 Shareholder information

and advisors

For investor relations information,

visit our website:

www.motorpoint.co.uk/plc/

investor-relations/why-invest/

Car buying made easy

Motorpoint is the UK’s

leading retailer of

mostly nearly new

vehicles.

Financial StatementsGovernanceStrategic Report

Motorpoint Group Plc Annual Report and Accounts 2026

Financial KPIs

2026 £7.5m

2025

2024 £(8.2m)

2026 2.2p

2025 1.0p

2024

Nil

£4.1m

2026 67%

2025 47%

4%2024

2026 Highlights

Financial performance

1. Excludes exceptional items.

2. Earnings before interest and taxation

divided by average net assets over

the year.

Continued outperformance of the used car market

and profit before tax growth of 83%.

2026 £1,268.6m

2025 £1,173.1m

2024 £1,086.6m

Revenues

£1,268.6m

Profit/(loss) before taxation

£7.5m

Full year dividend per share

2.2p

2026 6.6p

Return on capital employed

1,2

67%

2025

2024 (9.3)p

Basic earnings per share

6.6p

3.7p

Strategic Report Financial StatementsGovernance

Motorpoint Group Plc Annual Report and Accounts 2026

Proud Happy Honest Supportive

Our model

Our purpose:

to makecarbuying easy

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.

We are here to help our

customers buy the car

they want, in the way

they want. There is no

car like a Motorpoint car.

Our vision is to be the Car Buyer’s

Champion, by offering unrivalled

Choice, Value and Quality.

At our heart we are a people powered

business and it is our talented people

who help customers when purchasing

a vehicle from Motorpoint – giving

them the advice they are looking for,

ensuring everything is to the standard

they expect and developing new

innovations, products and services

that constantly improve the purchasing

process. This is evidenced by our

industry leading NPS ratings.

By focusing on making car buying easy

for our customers, we have been able

to create the very best omnichannel

experience – one that combines the

convenience and benefits of searching

and buying online with an extensive

nationwide retail network ensuring high

levels of quality, service and support.

Our vision People powered Omnichannel customer experience

Virtuous Circle + Our values

Find out more on pages 22 to 25 Find out more on page 06

Strategic Report Financial StatementsGovernance

Motorpoint Group Plc Annual Report and Accounts 2026

Investment highlights

What sets us apart

Our omnichannel approach gives customers the choice

of buying cars through our store network, by phone or

online, or through a combination of all channels.

1 2

Huge growth opportunity

in a fragmented market

Highly efficient operating

model, integrated

infrastructure nationwide

3 4

Industry leading

customer experience

over many years

Robust financial model;

cash generative and asset

light with no structural debt

5 6

Technology driving

further improvements

in purchasing, pricing

and productivity

Highly engaged team

and strong culture

Digital transformation providing

opportunities for growth

Customers prefer to buy used cars on an

omnichannel basis, combining digital

channels with physical touchpoints.

1 2

Relentless focus on

customer experience

Significant investments in

technology and focused

marketing, embracing the

advantages of AI

3 4

Online capability

provides operating

model opportunities

Expanding digitally led

car buying service

5 6

Website improvements

boosting traffic

Improvements to

wholesale digital

selling experience

Strategic Report Financial StatementsGovernance

Motorpoint Group Plc Annual Report and Accounts 2026

Our business and our market

A Group focused on growth

through distinct brands

We sell vehicles to consumers and dealers, via Motorpoint

Retail and Auction4Cars respectively, and we are

expanding our Sell Your Car service to acquire vehicles

directly, as well as part of our part exchange offer.

Motorpoint Retail

Our retail offer of nearly new cars

that are mostly under six years

old and have completed less than

40,000 miles provides customers

with an omnichannel purchasing

journey combining online with 21

retail stores nationwide. We also

handpick certain older cars to retail,

should we consider them to be in

excellent condition.

<6 years

<40,000 miles

Online & in store

Nearly new consumer vehicles

We offer a Sell Your Car service that

allows cars to be traded in for part

exchange, or to sell for cash. Instant

valuations are provided online, with

drop offs arranged at one of our

stores nationwide.

Sell Your Car

6,603

Cars purchased

through ‘Sell Your Car’

FY25: 3,571

Auction4Cars.com

Auction4Cars.com, a business to

business and entirely online auction

marketplace platform, allows an

efficient and quick route for sale

of vehicles which do not fall into

our nearly new retail criteria. The

customer experience continues

to be enhanced.

>6 years

>40,000 miles

Online only

Wholesale vehicles

Strategic Report Financial StatementsGovernance

Motorpoint Group Plc Annual Report and Accounts 2026

The Car Buyer’s Champion

There’s no car like

a Motorpoint car

Our vision is to be the Car Buyer’s

Champion, by offering unrivalled

Choice, Value and Quality.

Choice

Choice for our customers means not only the model and

price range of available vehicles we stock, but also the

options through which they can view, purchase, and take

delivery of their vehicle such as same day driveaway or

home delivery. In March 2026, we had 44 makes and

628 models in stock, with 3,108 different trim levels,

and improved choice from FY25.

Value

We are able to secure the best stock at competitive prices

and we pass those savings on to our customers ensuring

we offer stand out vehicles at unbeatable prices. We are

also able to offer financing options, extended warranties

and other ancillary products for our customers.

Quality

Motorpoint Quality Standard sits at the core of our

operations, ensuring we deliver the highest levels of quality

of nearly new vehicles and customer service along the

entire customer journey. Our cars are rigorously checked

from engine to exhaust by our experts and sold under

warranty. NPS remains consistently high (84 in FY26),

andwe have a Trustpilot rating of 4.6, based on 27k

reviews (April 2026).

Net Promoter Score

(FY25: 80)

Rating of 4.6 out of 5

Financial StatementsGovernanceStrategic Report

Motorpoint Group Plc Annual Report and Accounts 2026

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.

Our customers’ journey

Making car buying easy... online and/or in store

Easy to find Easy to view

Easy to collect

Easy to contact

Easy to buy/sell your car

In storeOnline

21 store locations

Customer teams within stores

Website enhancements

to help find the right car –

make/model by lifestyle,

by budget

Agentic AI to support

customers’ journeys

Diverse and vast range

of stock to browse and

test drive

360° virtual tour

of the vehicle and

gallery of images with

comprehensive technical

specifications

Enthusiastic team to help

customers through the

process

Digital end to end journey

Finance completed in

privacy of own home

Same day driveaway

Reserve and collect

Buy online, collect in store

Handover completed in

less than 30 mins

Quality, service

and fulfilment

support both

online and at store

Extensive

choice

Great value, Motorpoint

Price Promise, including

‘Double the Difference’

Seamless journey

between online

research and in

store experience

Competitive

part exchange

prices

Payment made

within minutes of

car buying deal

being agreed

Award

winning

customer

service

High quality

and standards

guaranteed

Flexible

finance

options

Warranty, paint

protection and

alloy/smart

repair packages

Car buying

service

Benefits

Strategic Report Financial StatementsGovernance

Motorpoint Group Plc Annual Report and Accounts 2026

Our market

Data led approach

Investment in a data led approach

to both buying and selling vehicles

is embedded in our operational

model and resulted in an increase

in buying activity. Used prices

remained generally stable in FY26

and our data led approach to

buying activity enabled us to secure

a greater number of vehicles. This

included extending our age criteria

to buy more slightly older cars

than previously, to satisfy customer

demand, as well as to compensate

for fewer nearly new cars being

available following previous

reductions in new car production.

We also consciously bought more

electric vehicles now that prices

have become stable and demand

has increased, subsequently

increasing our marketshare.

Our used car market grew 1.4% in

FY26. Motorpoint outperformed the

market, with retail volume growth of

7.8%. Our market share of the 0-10

year old car market in January to

March 2026 was 1.68%, compared

to 1.46% in FY25.

Car market

Motorpoint’s core proposition is the

sale of mostly nearly new vehicles,

the majority of which are up to

six years old and have covered

fewer than 40,000 miles. However,

we consciously relaxed our age

criteria to buy top quality, older

vehicles. We monitor available

market statistics, notably from the

SMMT, which give us transaction

volumes for target market cars (but

do not include recorded mileage).

We therefore use the transaction

volumes as a proxy for our available

market. Following the modest

acceleration of new car production

in recent years, we were able to

secure a greater number of bulk

deals of newer cars in FY26, and

this, along with the move to older

vehicles, more than offset the

reduced size of the three to five

year old market (which resulted

post Covid and the subsequent

semiconductor chipshortage).

We also refocused our efforts

in FY26 on acquiring cars

directly from consumers, which

provides us with the best margin

returns. Investment included

the strengthening of our pricing

algorithm, marketing our offer

and additional resources to open

more slots for consumers to bring

their cars to us. Results have been

pleasing with 6,603 cars acquired

in the year, up 85% (FY25: 3,571),

and an exit run rate of more than

200 cars per week.

Consumer confidence

We generally experienced the

benefits of increasing confidence

in FY26, with continued falls in

interest rates. However, following

the conflict in the Middle East,

this confidence reduced with

the threat of higher inflation and

interest rates. Despite this, in the

early part of FY27, Motorpoint did

not experience a negative shift

in demand, although we remain

cautious as to future impacts.

Buying habits

The use of digital services is

now universal amongst car

buyers. Some degree of physical

connection continues to be

preferred by most customers to

provide reassurance and trust in

their purchase.

In other words, UK consumers

prefer to buy used cars and

ancillary services on a cross

channel basis, using digital

channels and physical touchpoints

interchangeably on their

purchasing journey. Following the

sharp rise in interest in pure online

car buying towards the start of the

decade and around Covid time, it

is now generally accepted that car

dealerships need a physical store

presence to work seamlessly with

its digital channels.

Market overview

“ Staff were excellent – Lily* was super

helpful and knowledgeable, finding me an

even better car than I’d hoped for. Dave

was also very friendly and attentive when it

came to picking up my car. Could not fault

them – have already recommended them

to a friend who is also after a new car!”

Trustpilot, Mrch 2026

* Lily is the name of our AI digital discovery assistant which was

successfully launched in FY26.

Financial StatementsGovernanceStrategic Report

Motorpoint Group Plc Annual Report and Accounts 2026

Chair’s statement

Motorpoint is reaping benefits of sound management

and well-targeted strategic technology investments

Benefiting from effective

management in mixed markets

The used car industry in the UK

faced difficult market conditions

for several years. High interest

rates, periods of price volatility,

depressed consumer demand

and constrained vehicle supply

combined to cause upheaval in the

industry and, in the early periods,

reduce our sales and profits.

Motorpoint responded well to these

conditions by restructuring to limit

losses during FY24, positioning the

Company to benefit from market

improvement in FY25 and beyond,

and generating cash that was

selectively reinvested in strategic

capabilities. We have begun to

reap the material benefits of these

moves, even in the face of mixed

markets.

In FY26 the macroeconomic

environment in the UK experienced

volatility. During the first

approximately nine months of the

period the market was lacklustre

– combining slight reductions in

interest rates and slight economic

growth, with weak consumer

sentiment due to perceptions of

shrinking disposable incomes,

price increases on essential

goods, and growing concerns

over government tax hikes. The US

and Israeli attacks on Iran during

the last quarter caused consumer

sentiment to suffer further, driven

by fears over economic fallout,

inflationary pressures and rising

energy, utility and grocery costs.

Despite macroeconomic volatility,

the used car market during FY26

continued its slow post-Covid

recovery with stabilising used car

pricing, a modest loosening of

supply in certain age ranges, and

a surge in EV sales. Importantly,

in addition to these small market

improvements, the company

also further invested in building

and deploying strategic new

capabilities in data analytics, AI

and digital commerce, directed

at improving both customer

experiences and operational

excellence. I am pleased that,

because of these improvements,

our performance has continued to

strengthen. The Company achieved

impressive results in the period

across our financial measures

including:

• Revenue increases to £1,268.6m

(FY25: £1,173.1m);

• Strong retail volume growth of

7.8% achieving a record breaking

64.6k vehicles sold (FY25: 59.9k)

and significantly outperforming

the used car market;

• Gross profit of £98.9m

(FY25: £90.8m); and

• Profit before taxation increased

by 82.9% to £7.5m (FY25: £4.1m).

Motorpoint expects to continue

to face less than robust market

conditions for the foreseeable

future. Interest rates remain

high, UK economic growth is

mediocre, and the effects of the

Middle Eastern conflict and global

disruptions in trade on the UK

used car industry are unclear.

Nevertheless, we are cautiously

optimistic that economic trends

will improve, and confident that

Motorpoint is well positioned to

benefit from an improved used

car market and to outperform the

market through further extension

of our strategic data, AI and digital

commerce capabilities.

“ Our long-term strategy is to

become the UK’s largest used

car dealer by providing market

leading digital and data services

that redefine our customers’

experiences and optimise

our business operations.”

John Walden

Chair

Find out more on pages 13 and 14

Revenues

£1,268.6m

2025: £1,173.1m

Profit before taxation

£7.5m

2025: £4.1m

Strategic Report Financial StatementsGovernance

Motorpoint Group Plc Annual Report and Accounts 2026

Realising the strategic

opportunity

Four years ago, Motorpoint

embraced the role of technology,

data and digital services in its

business and set forth an ambitious

goal to become the UK’s largest

used car dealer. We believed that

our strategic opportunity was to

provide market leading data and

digital services, and to redefine the

omnichannel business model by

developing integrated consumer

journeys across our digital, store,

customer service and delivery

channels that meet changing

consumer needs.

Prior to FY26 our capacity to invest

in our strategic plans was naturally

constrained, so we made modest

but targeted strategic progress

while balancing our ambitions with

responsible financial management.

FY26 represented a step-change

in our strategic progress, and

included several highlights:

• In core technology we

implemented or initiated

multiple new strategic systems

and infrastructure including

a finance ERP and purchase

ordering system, a hybrid

cloud data management

environment, legacy stock

and customer systems, a new

service maintenance and repair

management system, and

enhanced data security controls.

• In data and AI we structured

and populated our scalable data

warehouse and implemented

multiple leading applications

including data driven vehicle

pricing for purchase and sale,

algorithmic vehicle allocation,

agentic AI for sales follow-up, AI-

based natural language website

chat, and QR code vehicle

displays for data capture.

• In sourcing and supply we

finalised trials and began scaling

Sell Your Car (SYC), our online

vehicle direct purchasing site,

and improved bid conversion

and margin with data led

purchasing.

• In our website channels, we

upgraded almost all aspects

of the SYC journey from initial

valuation to appointment

booking to expired valuation

renewal. We also introduced

vehicle compare functionality to

help with selection, agentic AI-

based natural language chat for

improved vehicle discovery, and

redesigned personalised web

information links for customers

scanning QR codes in stores.

• In new stores we will open Leeds

this summer, secured further

opportunities in three new

market locations, and arranged

a £10 million new store funding

facility.

With a positive FY26 behind us, and

cautious optimism for the future,

we expect to continue making

targeted investments toward our

long-term strategic plans including

our technological capabilities with

data tools, AI and our website,

scaling our Sell Your Car direct

purchase proposition, testing

market opportunities for aftersales

service, and adding new stores.

We remain convinced of our long-

term strategic opportunity and

are pleased to be pursuing it with

vigour as conditions allow.

Mary McNamara will be stepping

down from the Board following

the conclusion of the 2026 AGM.

I would like to thank Mary for her

commitment and dedication to the

Company over her ten year tenure,

and for her personal support and

challenge while I have been Chair.

It has been a real pleasure to work

alongside her, and on behalf of the

whole Company I wish her well for

the future.

I would also like to thank our

Motorpoint colleagues for their

agility and resilience over the past

few years, and their exceptional

performance during FY26. I am

delighted that their hard work

has been rewarded with continued

market outperformance and

a return to consistent

profitability and growth.

John Walden

Chair

10 June 2026

Chair’s statement continued

Strategic Report Financial StatementsGovernance

Motorpoint Group Plc Annual Report and Accounts 2026

Chief Executive’s statement

Record volumes and 83% profit before tax growth

Overview

Having successfully negotiated

numerous headwinds in recent

times, through prompt and decisive

action, our two year retail volume

growth stands at an exceptional

22.8%. Our commitment to

achieving profitable growth,

with profit before tax increasing

82.9% to £7.5m, is underpinned

by a highly efficient organisation,

which has played a huge part in

delivering this performance. A

leaner, more profitable Motorpoint

has been made possible by our

highly engaged team and excellent

culture.

Supply of vehicles has returned to

more normalised levels, and we

are securing more bulk deals as a

result. We are also sourcing more

vehicles directly through our Sell

Your Car channel. Data has become

fundamental to our business:

supporting buying and pricing

decisions; underpinning record

metal margins; and enabling us to

sell more vehicles through market

leading dynamic pricing and

customer interaction. This volume

and margin performance, along

with improved efficiency measures,

has helped to more than offset

ongoing inflationary pressures. As

an example, total people cost per

retail unit sold has fallen from £656

in FY22 to £610 in FY26. Providing

our customers with a seamless

experience has continued to drive

performance and our annual Net

Promoter Score was an excellent

84, up from 80 in the previous year.

Although the current economic

uncertainty, influenced by the

Middle East conflict, continues to

impact consumer confidence, I am

confident that our omnichannel

business model and exciting

strategic plans stand us in good

stead going forward. We are well

placed to pursue expanded supply

channels and new store openings,

while continuing to benefit from

our improved online and store

channel integration and use of data

and AI to drive further efficiencies

and improved customer

experiences. We are therefore

in a strong position to take full

advantage of the opportunities that

exist in our market to build long

term shareholder value.

The Motorpoint Virtuous

Circle remains at the core

of everything we do

Our operating model of how our

employees and stakeholders

interact, the Motorpoint Virtuous

Circle, combined with our values

of Proud, Happy, Honest and

Supportive, continue to provide

a robust framework for explaining

how we do business. The Virtuous

Circle has been engrained into the

culture at Motorpoint for many

years.

The Virtuous Circle begins with

our employees. We are delighted

that we have, once again, been

recognised by The Sunday Times as

a Best Place to Work. We measure

team satisfaction twice annually,

and were awarded the equivalent

of a three-star engagement rating,

which is the highest workplace

engagement standard.

We made strong progress again

during the year, with focus on

recruitment and development

of our teams. Employee turnover

reduced, as we focused on

recruiting the best across all areas

of the business, and we increased

training activity at all levels. We

focused in particular on technical

development of our teams in our

preparation facilities, and talent

management programmes to

generate future leaders to support

growth.

We believe that the engagement

of our team is directly correlated

to our customers’ satisfaction, the

next element of our Virtuous Circle.

As we innovate our omnichannel

customer experiences, our highly

engaged team continued to deliver

“ The Group had an excellent

year in FY26. It has been a step

change year for Motorpoint,

where the use of data became

fundamental within the business

and we embraced the benefits

of AI.”

Mark Carpenter

Chief Executive Officer

Strategic Report Financial StatementsGovernance

Motorpoint Group Plc Annual Report and Accounts 2026

Chief Executive’s statement continued

what we believe is a market leading

proposition of Choice, Value, and

Quality to our loyal customers with

an unerring focus on customer

satisfaction. We focused on

improving the customer experience

and are delighted that our NPS

rating has increased to 84 in FY26

from 80 in the previous year. In

addition, our Trustpilot score of

4.6 (based on 27k reviews to April

2026) is one of the highest for used

car sales in the UK and reinforces

the high levels of customer

satisfaction achieved.

The final element of our Virtuous

Circle is delivering for our

shareholders. We delivered

excellent profitable growth and

Return on Capital Employed in

FY26 of 67% (FY25: 47%), as well as

returning £11.7m to shareholders

since April 2024, and proposing

a final dividend of 1.2p per share,

making the full year dividend 2.2p,

up 120% on the previous year.

Strategy update

Strong progress was made on our

strategic priorities in the year. We

continued to enhance our data

and AI capabilities, and since

launching our agentic AI tool,

which follows up on historical

closed leads, 877 incremental sales

in the year can be attributed to

this channel. We also expanded

our supply, with 6,603 vehicles

(FY25: 3,571) being purchased

directly through our Sell Your Car

channel. Good progress has been

made to secure new sites for store

development and our 22nd store

will open in Leeds this Summer.

We are pleased to announce that

three further openings in FY27 and

FY28 are expected to take place in

new market locations, and that we

have secured additional property

funding of £10m to support this.

The Board continues to review

strategic plans and whilst investing

in organic growth remains the

priority, it has concluded that

excess cash generation can also

support returning significant levels

of cash to shareholders by way of

buybacks and dividends.

A progress update on our

strategic priorities:

Expansion of supply channels

• A return to normalised levels

of vehicle supply has enabled

increased fleet purchases,

aiding efficiency

• Data led purchasing has grown

bid conversion and margin, and

reduced overage stock

• Sell Your Car purchases up

84.9% from FY25 to roughly 10%

of total purchases. This strong

performance has continued into

the new financial year

• Including part exchanges, 46k

cars were bought direct from

consumers

• We are targeting 12k Sell Your

Car purchases in FY27

• Stocking facilities increased to

£210m post year end to support

our growth

New store openings

• Despite market gains, the Group

still has a relatively small share

of a highly fragmented market

• Continue to aim for 10% share

in the markets we operate in

• Considerable opportunity for

market share expansion and

further profitable growth

• Our 22nd store will open in

Leeds this Summer, and a

further three openings are

expected in new market

locations

• A primary goal is to increase our

number of stores to at least 30

• A new £10m property funding

facility secured to support new

store growth

Improve efficiency through

Data and AI

• Established algorithmic based

vehicle allocation model, aiding

efficient movement of vehicles

• Data driven pricing strategy

implemented, which has

supported record metal

margins in FY26

• Agentic AI to reactivate closed

quotes, with 877 sales attributed

to this channel in FY26

• AI digital discovery assistant

implemented

• All cars on display with QR

codes for pricing, generating

strong customer insight and

productivity gains

Broaden brand reach

• Most prominent Google used

car retailer, based on most

keywords in top three positions

• 55k YouTube subscribers and

4.5m views

• Aggregator diversification;

record leads in year

• Upgraded and expanded Sell

Your Car CRM journey

• Continued to further improve

website ease of use and

functionality

Strategic Report Financial StatementsGovernance

Motorpoint Group Plc Annual Report and Accounts 2026

Chief Executive’s statement continued

Employees – named in the Sunday Times Best

Places to Work

Customers – NPS of 84

Shareholders – Significant increase in profit,

and returning cash to shareholders

Further technology development

• New finance Enterprise

Resource Planning (ERP) and

purchase ordering systems

successfully implemented

in Summer 2025, resulting

in improved controls and

reporting, and headcount

efficiency

• Replacement of legacy stock

and customer systems with

‘state of the art’ solution in

progress

• In house developed new

imagery app, improving

efficiency

• Ongoing investment to further

enhance IT security defence

• New workshop and preparation

management systems in

progress

Step change preparation

efficiency

• MOT testing stations now

established in most locations

• Increasing amount of warranty

work brought in house, rather

than using more expensive

third parties

• Continuing investment journey

for internal team learning new

skills:

– Vehicle Prep Assistants (VPAs)

to technicians

– Technicians to MOT tester/

warranty technicians

• Workshop upgrade investment

• Investment in preparation

facilities at previously retail-only

stores

Environmental, Social and

Governance (ESG)

We aim to be recognised as the

UK’s most environmentally friendly

used car retailer. During the year,

only one per cent of our waste was

sent to landfill, meeting our target.

Energy Performance Certificate

(EPC) ratings at our Derby and

Portsmouth sites have improved

following targeted renovations

and energy efficiency measures,

including the introduction of

automatic heating controls in

workshop areas. In addition, our

most recent store opening in

Norwich achieved an EPC rating

of A, reflecting our continued

focus on developing energy

efficient sites.

These initiatives support our

broader carbon reduction

objectives, deliver cost savings,

and are complemented by

improved fuel management

practices across the Group.

Asa result, our target emissions

intensity metric, comprising Scope

1 and 2 emissions and business

travel, improved by 5.5% year on

year relative to the square foot area

of the business. We also continue

to expand our electric vehicle

offering, with sales more than

doubling during the year, while

actively exploring efficient and

innovative charging solutions.

Historic Finance Commissions

The Supreme Court issued its

judgement on the October 2024

Court of Appeal rulings in August

2025. They dismissed the bribery

and fiduciary duty claims. However,

they upheld the Court of Appeal’s

ruling which related to an unfair

relationship between customer and

lender. This was based on specific

facts of that case.

Following this update, the

Financial Conduct Authority (FCA)

issued a consultation document

on 7 October 2025 and further

announced details of their redress

scheme in March 2026. As

previously highlighted, automotive

brokers, such as Motorpoint,

are not liable under this redress

scheme, and no provision is

required.

Current trading and Outlook

Despite the well documented

economic uncertainty due to the

Middle East conflict impacting

consumer confidence, the

Group has continued its strong

momentum into FY27:

• Delivered retail volume growth

of 15.0% across April and

May (albeit versus weaker

comparatives), and maintained

strong profitability

• Metal margins remain stable

with strong supply.

• Sell Your Car purchases running

at over 200 a week since year

end

The Board is confident in our ability

to take advantage of opportunities

to further increase market share

at attractive margins in the year

ahead.

Mark Carpenter

Chief Executive Officer

10 June 2026

Strategic Report Financial StatementsGovernance

Motorpoint Group Plc Annual Report and Accounts 2026

Our Values

Proud

Honest

Happy

Supportive

Step change

preparation

efficiency

• MOT bays in

majority of estate

• Bringing warranty

repairs in house

• Investment in

technical training

Further technical

development

• New Finance ERP system

successfully implemented

• New stock and customer

systems being implemented

• New workshop and booking

management systems being

implemented

Broaden brandreach

• Website optimisation

complete

• YouTube subscriber growth

• Improved search rankings

Expand supply

chain channels

• Sell Your Car growth

• Focus on most profitable sources

• Greater number of bulk buys,

increasing efficiency

New store openings

• Target 10% share in

new markets

• Number of new site

opportunities confirmed

Data and AI to further

improve efficiency

• Data integral to vehicle

buying and pricing,

enhancing metal

margins

• Successful launch

of agentic AI across

email and chat

Increase

market share

and accelerate

growth

Our strategy

The Car Buyer’s Champion

Focused on plans to increase market

share and accelerate profitable growth.

Strategic Report Financial StatementsGovernance

Motorpoint Group Plc Annual Report and Accounts 2026

Our strategy continued

Increase market share and accelerate growth

More stores boosting national footprint

and increasing brand awareness.

Focus on new store openings

Target 10% market share in

each market we operate in,

from at least 30 locations

Focus on larger site

locations, with bigger

pitch capacities

Leeds opening this

Summer, and a further

three openings are

expected in new

market locations

New stores will be able

to prepare their own cars

Use market share data by

postcode to identify the

best locations

All Auction4Cars locations

are now housed on a retail

site and are not standalone

Focus on data and AI to improve efficiency

Algorithmic based vehicle

allocation

AI digital discovery

assistant successfully

launched

Data driven pricing

strategy implemented

Agentic AI to reactivate

closed quotes

All cars on display with

QR codes for pricing,

generating strong

customer insight and

productivity gains

Data and AI informing buying

and pricing, and increasing sales.

Strategic Report Financial StatementsGovernance

Motorpoint Group Plc Annual Report and Accounts 2026

Section 172(1) statement

Our stakeholders at

the heart of our model

Board decision making will

always encompass:

(a) the likely consequences of any

decision in the long term;

(b) the interests of the Company’s

employees;

Company’s business

relationships with suppliers,

customers and others;

(d) the impact of the Company’s

operations on the community

and the environment;

(e) the desirability of the Company

maintaining a reputation for

high standards of business

conduct; and

(f) the need to act fairly as between

members of the Company.

Motorpoint believes that a key

mechanism in ensuring that

it makes good long term and

sustainable decisions is open,

two way dialogue with all our

key stakeholders.

We believe that understanding

the perspective and needs of

our stakeholders is vital to the

Group’s success.

Good governance, our business

ethics and integrity are essential

to continue to be an attractive

company for our investors,

employer for our employees,

partner for our suppliers and

retailer for our customers.

We have a code of conduct in

place for all employees, which

sets out our expectations for

ethical behaviour and responsible

decision making. We also have a

dedicated customer care team

that is focused on ensuring that

our customers are satisfied with

the service we provide.

We recognise that our success

as a business is closely linked to

the wellbeing of the communities

in which we operate, and we are

committed to being a responsible,

sustainable member of our local

communities.

We regularly review our policies

and procedures to ensure

that they are in line with our

obligations under section

172(1) and that they continue to

effectively take into account the

needs of all our stakeholders.

This section 172(1) statement

signposts in more detail some

of the key ways in which we

have engaged with stakeholders

across the year ended 31 March

2026 and built confidence in the

sustainability of their relationship

with the Group. It should be read

inconjunction with:

Chair’s statement pages 08 and 09

Chief Executive’s statement

pages 10 to 13

ESG report pages 19 to 27

Financial review pages 36 to 38

Risk landscape pages 39 to 44

Governance reports pages 50 to 99

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

success of the Company and of the wider Group. The baseline

duty is set out in section 172(1) of the Companies Act 2006, but

in reality, it is broader, and the Board considers a wide range of

statutory and other factors within its decision making process.

Strategic Report Financial StatementsGovernance

Motorpoint Group Plc Annual Report and Accounts 2026

Section 172(1) statement continued

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

Our people We have an experienced, diverse

and dedicated workforce which

we recognise as a key asset of our

business. Therefore, it is important

that we continue to develop the

right environment and Company

culture to encourage and create

opportunities for individuals and

teams to realise their full potential.

• We measure our team’s engagement twice a year through

surveys; Best Places to Work is an external survey and our

internal Driving Seat Survey

• We have a source of information for our team, the

‘Knowledge Hub’ which is provided to enhance our

communications and sharing of information with our teams

• We simplified a number of systems and processes to

enhance team training and development

• We have set up a designated session for all stores and team

members to receive dedicated monthly time with the Senior

Leadership Team (SLT), driving more engagement across the

whole business with the SLT

• We have a comprehensive Learning and Development

strategy with a focus on job skills, leadership and personal

development training delivered face to face and online

• Monthly SLT/CEO listening groups called ‘Ask me Anything’

carried out across the country

• Monthly HQ All Hands meeting to provide updates on

Company performance

• We have a designated Non Executive Director (NED) who

oversees employee engagement and holds listening groups

with employees

• The Board held two site visits in FY26 to meet with teams

in stores

• Engagement survey results and annual people plan

presented to the Board

• Have held various SLT sessions on Diversity, Equity

and Inclusion (DEI), with an external DEI specialist,

creating our strategy and SLT commitments

• Continued to offer health and wellbeing initiatives with

mental, physical and financial support

• We committed to ensuring we pay at least the National

Living Wage

• People reports at scheduled Board meetings

• Annual pay review and reports to the Remuneration

Committee

• We have invested in salary levels in key strategic areas

of the business

• Improved engagement via Viva Engage internal

communications system

Find out more on pages 22 to 25

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.

Strategic Report Financial StatementsGovernance

Motorpoint Group Plc Annual Report and Accounts 2026

Section 172(1) statement continued

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

Our customers We are here to help our customers

buy the car they want, in the way

they want. Our Choice, Value and

Quality proposition is reliant on

having the right partnerships to

enable us to deliver for customers.

We have an unerring focus on

customer satisfaction.

• Direct feedback sought on a regular basis via NPS (84 in

FY26), Trustpilot (Excellent rating) and Google reviews

• Monitoring/reporting of sales, footfall, website traffic and

internet search analyses

• Dedicated customer care team

• Social media and websites

• Ongoing projects to improve all aspects of customer journey

• Direct contact in stores

• Strong NPS score

• Strong repeat and referral business

• Use of data to better understand customer needs,

and addressing these

Our suppliers

and partners

It is crucial that we develop

and maintain strong working

relationships with our suppliers,

so we can enhance the efficiency

of our business and create value,

and make sure we treat suppliers

in line with our values and ethical

standards. We continually assess

our supplier and partner network,

and leverage both internal and

external expertise to ensure

appropriate relationships and

fair economics.

• Standard terms of business and regular supplier meetings

• Contingency planning should there be a failure in the

supply chain

• Supplier and distributor onboarding due diligence (financial,

quality, business integrity and compliance, component

supply, modern slavery, etc.)

• Ongoing management of supplier relationships

• Procurement review undertaken to assess how we improve

efficiency and ensure best value for money for Motorpoint

• We collaborate closely with supply chain partners to embed

responsible environmental practices

• CEO and senior management team focus on supply

chain challenges arising from expanding into new

channels and suppliers

• Engaging with a broad range of suppliers and regular

transition between channels, with a similar level of

flexibility in our product offering

• Further strengthening of supply chain team and

processes

Our communities Our team members care deeply

about our communities. As a

responsible employer, we want

to contribute to the economic

development and sustainability

of our communities.

• Commitment to invest in the successful and sustainable

delivery of careers and education for young people in our

local communities

• All team members are entitled to time off to support

volunteering in the community

• Awards and recognition

• Sponsorship and volunteering by team members

• Raising funds for local charities close to our stores

across the UK

• We support payroll giving to allow team members to

support charities that are important to them, many of

which will be local

Find out more on page 25

Strategic Report Financial StatementsGovernance

Motorpoint Group Plc Annual Report and Accounts 2026

Section 172(1) statement continued

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

Our shareholders As a company listed on the

London Stock Exchange’s Main

Market, we need to communicate

clearly and effectively with

our existing and prospective

shareholders to develop their

understanding of how the Group’s

businesses are managed to

generate sustainable returns

andlong term success.

• Annual Report

• Consultation with lead investors and voting advisory

organisations

• Regulatory News Service (RNS) announcements

• Annual General Meeting

• Investor presentations

• Corporate website

• Formal roadshows arranged twice a year to engage with

investors

• Investors have the opportunity to visit stores and meet

arange of team members

• The Board is provided with regular feedback on

investors’ views and market developments

• Face to face and virtual meetings with investors

• Active engagement with our largest shareholders on

updates to the remuneration policy

• We issued regular trading updates via the RNS facility

to update the market on the financial performance of

the business

• Our website (www.motorpoint.co.uk) provides a broad

range of information and data

• Monthly reporting on shareholder share trading

Our environment The natural environment affects

many aspects of what we do.

Our own materiality research

also shows that the importance

of environmental concerns rated

highly among stakeholders. As a

business, we need to do what we

can to support our environment

toensure a sustainable business.

• Developed a comprehensive climate transition plan,

reinforcing our commitment to sustainable business

practices

• Expanded monitoring of our greenhouse gas (GHG)

emissions and ongoing reduction activities to support our

efforts to reduce the impact of our emissions

• Continuous monitoring of our waste and implementation

ofimprovements to reduce waste

• Engagement with third parties who provide expertise

• ESG Committee at Plc level to oversee ESG matters

• Environment is a key pillar of the ESG Committee

• ESG target achievement linked to annual bonuses

• Formal ESG strategy in place with three key areas

linked to our environment

• Environmental performance measures included in

Annual Report including waste and GHG emissions

Find out more on pages 20 and 21

Strategic Report Financial StatementsGovernance

Motorpoint Group Plc Annual Report and Accounts 2026

Environmental, Social and Governance (ESG)

Acting responsibly, ESG is a

core part of our identity

Environmental, Social and Governance (ESG) is a core part

of our identity, and we aim to be a business that takes every

decision balanced with ESG consideration.

Environmental

Social Governance

FY26 summary

An overview of the targets we set

for the year recognising where we

achieved our goals and where we

still have progress to make.

Find out more on page 20

Waste management

Details of our waste management

strategy, including our approach

to reducing, reusing, and recycling

waste.

Find out more on page 20

Emissions data

The automotive sector is a

significant contributor to

greenhouse gas emissions, and

we are committed to playing

our part in reducing this impact.

This section provides details of

our SECR statement as well as a

complete set of emissions across

our Scope 1, 2 and 3 footprint.

Find out more on page 21

Social responsibility is a

key component of our ESG

performance, and we support our

team members, customers, and

the communities which we serve.

This section provides details of

our social initiatives, including

our commitment to diversity and

inclusion, community outreach,

and employee wellbeing.

Find out more on pages 22 to 25

Energy usage

We recognise the importance

of minimising our use of natural

resources and are dedicated to

reducing our carbon footprint.

This section provides data on our

energy and water usage, as well as

details of our initiatives to reduce

our consumption and improve our

efficiency.

Find out more on page 21

Good governance is essential for

building a sustainable, resilient

business. This section provides

an overview of our governance

framework, including our approach

to risk management, board

composition and diversity, and

ethical business practices as well

as our TCFD aligned disclosures.

Find out more on pages 26 and 27

Strategic Report Financial StatementsGovernance

Motorpoint Group Plc Annual Report and Accounts 2026

Environmental, Social and Governance (ESG) continued

Environmental

FY26 summary

This year, we set a goal to achieve

a further 5% reduction in like

for like energy usage, including

business travel, on a consistent

square foot basis with last year.

The goal is measured on tCO

e per

square foot vs FY25. This goal was

directly linked to executive pay

and has been achieved with a 5.5%

reduction. We also set a target,

as last year, to send no more than

1.0% waste to landfill, which we

achieved. We are pleased with the

progress made against the targets

in the year and full details can be

found on page 21.

Continued focus on targeting like

for like energy usage reduction

aids us on our journey to net

zero. Store, preparation centre

and head office managers have

oversight of environmental data

and their relative performance

against targets using data analytics

software. The software sends

automated notifications for high or

unexpected energy usage at our

stores, helping us to reduce energy

usage in real time.

We continue to monitor internal

intensity ratios as a KPI for our

emissions footprint. The metric is

defined as our total Scope 1 and

2 and Business Travel, divided by

the total floor area of the business

(tCO

e/floor area – sqft). This

year, we have added an additional

metric which is per retail vehicle

sold (tCO

e/retail units). This helps

us consider that each additional

vehicle sold requires additional

energy use within our preparation

facilities.

In line with previous reporting,

we continue to adhere to the

SECR requirements and the

recommendations of the Task

Force on Climate related Financial

Disclosures (TCFD).

Also core to our ESG framework is

the need to adapt to customers as

buying trends move to favour more

sustainable products. Whilst electric

vehicles (EVs) remain a relatively

low, but increasing, proportion of

stock held, we still expect high

demand for EVs in the future.

Waste management

During FY26, we continued to

prioritise our efforts towards

improving our waste management.

In the year, only 1.0% of waste went

to landfill which meets our target

of 1.0%.

Total Waste figures FY26 FY25

Total Waste 808.5t 787.0t

Kg Waste/sq ft 0.95 0.92

Percentage waste recycled 54.5% 64.0%

Percentage waste recovered 44.5% 33.5%

Percentage waste to landfill 1.0% 2.5%

Energy usage

This year we were pleased to achieve a 1.7% reduction in electricity

usage across our sites. In terms of overall energy usage in kWh/sq ft, this

is largely consistent with last year. The movement is influenced by our

focus on making energy savings, which is offset by a full year of trading

for our Norwich store (opened towards the latter half of FY25) and overall

increased business activity.

Total electricity and gas usage FY26 FY25 % change

Total Electricity kWh 5,104,238 5,190,717 (1.7)%

Total Gas kWh 2,871,808 2,758,279 4.1%

Total Energy 7,976,046 7,948,996 0.3%

kWh/sq ft 9.33 9.30 0.3%

Emissions data

Greenhouse gas (GHG) emissions and reductions

As highlighted by our previous ESG materiality assessment, GHG

emissions and reductions are high priority for the business. The increased

data accuracy and reporting with regards to our energy usage directly

corresponds to our GHG emissions, and as such, we have been tracking

our Scope 1 and Scope 2 emissions periodically to enable reporting at

relevant forums such as the ESG Committee.

Streamlined Energy and Carbon Report (SECR) FY26

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

‘Environmental Reporting Guidelines: Including streamlined energy and

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

All measured emissions from activities which the organisation has financial

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

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

Regulations 2018, unless otherwise stated in the exclusions statement.

Waste to landfill

1.0%

Intensity ratio improved

(5.5)%

Strategic Report Financial StatementsGovernance

Motorpoint Group Plc Annual Report and Accounts 2026

Environmental, Social and Governance (ESG) continued

The carbon figures have been calculated using the DESNZ 2025 carbon

conversion factors for all fuels, other than the market based electricity

which has been taken from Shell Energy as the UK supplier.

FY26 FY25

Total energy use covering electricity,

gas, other fuels and transport (kWh) 12,874,774 13,220,491

Scope 1 emissions generated through

combustion of gas (tCO

e) 525 505

Scope 1 emissions generated through

use of transportation (tCO

e) 1,051 1,143

Scope 2 emissions generated through

use of purchased electricity (tCO

e) 903 1,075

Scope 3 emissions generated through

business travel (tCOe) 184 99

Total Scope 1 and 2, Business travel (tCOe) 2,663 2,822

Intensity ratio – Total Scope 1 and 2,

Business travel (tCOe/ Floor Area – sq ft) 0.00312 0.00330

Note: Disclosures above are aligned with the SECR minimum mandatory requirements

for quoted companies: global Scope 1 emissions from combustion of gas/fuel for

transport purposes and global Scope 2 emissions from purchased energy. Additional

disclosure of Scope 3 emissions from business travel or employee owned vehicles is

included. Motorpoint Plc operates within the UK only.

Our SECR reported emissions for Scope 1 and 2, Business Travel

decreased 5.6% from 2,822 tCO

e in FY25 to 2,663 tCO

e in FY26.

This resulted in the intensity ratio decreasing by a roughly equal

percentage, as floor area has remained consistent, demonstrating our

continued commitment to reducing our carbon footprint.

Scope 3 emissions

We continue to focus on Scope 1 and 2 emissions, which are directly within our control, though they represent

only part of our overall footprint. Scope 3 remains the most significant area and increased by 2.5% year on year,

mainly due to higher emissions from the 'use of sold products' category as sales volumes grew, offset in part by

increased sales of electric vehicles (EVs). This category represents 95.6% of total Scope 3 emissions; changes in

other categories wereimmaterial.

Of the 15 Scope 3 categories defined by the GHG Protocol, nine additional categories beyond our SECR

reporting are relevant to Motorpoint. Emissions were calculated using the best available data and accepted

methodologies, with particular focus on products sold. Less material categories were estimated using

recognised industry data.

Motorpoint Scope 3 emissions FY26 FY25

Category 1 Purchased Goods and Services 12,714 12,581

Category 2 Capital Goods 2,379 1,346

Category 3 Fuel and Energy 733 417

Category 4 Upstream Transportation 8,531 8,116

Category 5 Waste 151 133

Category 6 Business Travel 184 99

Category 7 Employee Commute 482 502

Category 8 Upstream Leased Assets N/A N/A

Category 9 Downstream Transportation 260 278

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

Category 11 Use of Sold Products 600,423 587,157

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

Category 13 Downstream Leased Assets N/A N/A

Category 14 Franchises N/A N/A

Category 15 Investments N/A N/A

Total Scope 3 625,857 610,629

Total Scope 1, Scope 2 and Scope 3 emissions 628,336 613,352

Strategic Report Financial StatementsGovernance

Motorpoint Group Plc Annual Report and Accounts 2026

Environmental, Social and Governance (ESG) continued

Social

From the very beginning,

Motorpoint has been a people

focused business – and our team

members have always been at the

heart of our business model and

our Virtuous Circle.

We have always stood up to be the

Car Buyer’s Champion, making sure

our customers can buy a quality

nearly new car with no hassle from

a trusted business that does things

in the right way. There are also the

communities that we work within,

which are important to us.

Wherever we do business, we want

to bring high quality employment

to the community through our

team members and their families,

but more than that we want to be

a positive force for good, helping

those less fortunate, supporting

those starting out in life, facilitating

opportunities and generally making

sure that wherever we trade, the

community is a better place for

having Motorpoint nearby.

Our people

Our people have always been

the heart of our business. Our

achievements this year can be

attributed to our talented teams,

who worked in line with our values

and demonstrated high levels of

resilience. Our people have made

sure that our customers have

continued to receive industry

leading service as demonstrated

by Trustpilot; our preparation

teams have looked after thousands

of cars, ensuring that there’s no

car like a Motorpoint car; and

at Head Office, our teams have

supported the wider business and

embedded key processes, and

embraced technology, to enable

our operational teams to deliver

a seamless customer experience.

Our approach to developing a high

performing and inclusive culture

is achieved through a number of

initiatives and is explained on the

following pages.

Our values

We are proud

We are proud of what we do, how

we do it, and the people who make

it happen – we stand out from the

crowd and are proud to work as

part of Team Motorpoint.

We are supportive

We have a One Team ethos and

understand that together we

achieve more. We are a united

team focused on a common goal

and vision, and will always help

our customers and colleagues

alike #drivingdreams®.

We are happy

We enjoy what we do and we show

it – a smile is contagious, and our

teams wear them naturally with

pride. A happy team makes for

a better working environment,

which in turn translates to a great

customer experience.

We are honest

We speak the truth and give

honest feedback at all times; this

applies to our teams, investors and

customers. Courage and honesty

are the vehicles for positive

change, and Team Motorpoint

has embraced this.

We do all of this together

We are equal parts of the whole,

and we are stronger together.

Our values have been in place since

2018 and they continue to be a true

reflection of how we work together

at Motorpoint. Our Leadership

Behaviours scheme demonstrates

to leaders at all levels across the

business what good leadership

looks like at Motorpoint and what

we, and our team members, expect

from a Motorpoint leader. These

have been embedded across our

processes to bring them to life

and make sure that we keep

these front of mind.

Health and safety

The Board recognises that the

highest levels of safety are required

in order to protect our employees

and customers. The Board believes

that all incidents and injuries are

preventable, and that all employees

have the right to expect to return

home safely at the end of every

working day.

The Board requires that the

Group systematically manages

its health and safety hazards, sets

objectives and monitors progress

by regular measurement, audit and

review. Regular health and safety

summaries are prepared and

shared with the Board.

Promotions

138

compared to 88 in FY25

Long Service Awards

spread across 5, 10, 15 and

20 years’ service awards

Employee engagement rating

78%

Team members

867

Strategic Report Financial StatementsGovernance

Motorpoint Group Plc Annual Report and Accounts 2026

Environmental, Social and Governance (ESG) continued

Managers and supervisors

across all levels in the Group are

responsible for managing the

health and safety of their teams as

part of promoting and embracing

a positive health and safety

culture. The Board emphasises

the importance of individual

responsibility for health and safety

at all levels of the organisation, and

expects team members to report

potential hazards, to be involved

in implementing solutions and to

adhere to rules, procedures and

Group policies. A key element in the

continuous improvement of health

and safety management is sharing

best practice and lessons learnt

from incidents across the Group

and the wider industry. Accidents,

incidents and near misses

are investigated, with actions

generated to prevent recurrence.

To embed health and safety

practices in the wider workforce,

we ensure that all our employees

receive health and safety training

modules as part of a two year

training cycle. Completion is

monitored centrally and late

completers are notified to their

line manager on a monthly basis.

Diversity, Equity and Inclusion

It is important to us that all of our

team members are proud to work

at Motorpoint. To enable this, we

want to make sure that there is

respect for difference and there is

true inclusion at every level of our

workforce, and for our customers.

The Company has a DEI policy

for employees, which sets out

the Company’s commitments to

creating a positive and inclusive

environment where everyone can

learn, grow and succeed.

We recognise that Diversity, Equity

and Inclusion is a key enabler to

achieving our strategic goals.

Supportive is one of our key

values and we want to ensure that

our female team members feel

supported throughout their journey

with us. We have created support

channels and networks through

our internal communication tools,

specifically a ‘Women’s Health’

channel to provide a safe space to

discuss key health and wellbeing

issues women may face, such as

the menopause. The aim of this is

to remove the associated stigmas

and facilitate support and guidance

from peers. These forums are open

to all team members regardless of

gender and offer education and

support in order to accelerate

positive change. As part of this

we have signed the Wellbeing for

Women Menopause Workplace

Pledge and take positive action to

make sure everyone going through

the menopause is supported.

Our approach to equity and

inclusion remains high on our

strategic agenda and we are

proud to have an established

ESG Committee. This Committee

is accountable for all areas of

Social Governance and is made

up of key leaders in our business

including our Chief Executive

Officer, Chief Financial Officer

and a number of employee

representatives from the across

the business. The Chair of the

Board’s ESG Committee meets

with this committee every quarter.

Our approach to Diversity,

Equity, and Inclusion

Our Diversity, Equity and Inclusion

strategy comprises of five core

commitments:

Our commitments

1. As a Senior Leadership Team,

we will lead by example

2. We will create an

inclusiveculture

3. We will attract, retain

and develop a diverse

Motorpointteam

4. We will create more diverse

voices around the senior

leadership table

5. We will create more customer

and community connectivity

Measuring the impact of our

commitments to Diversity,

Equity and Inclusion

To ensure that we can measure

the progress and impact of our

Diversity, Equity and Inclusion

strategy, we collate key data from

our new team members when they

join the business.

All team members are asked about

their sexual orientation, ethnic

background and any disabilities as

part of their onboarding journey.

We also collated this information

from all of our existing team

members. People are given the

option as to whether they wish to

partake or not. This means that

we can appropriately measure the

impact of key initiatives through

employee engagement surveys.

With respect to recruitment, we

have anonymised all CVs on our

applicant tracking system to remove

any demographic data, such as

gender, age, sex or ethnicity,

to ensure that all candidates are

assessed solely on their skills,

qualifications and experience.

“ Our approach to equity and inclusion remains

high on our strategic agenda and we are proud

to have an established ESG committee.”

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Environmental, Social and Governance (ESG) continued

Gender Pay Gap

The Gender Pay Gap is the

difference between the average pay

of men compared to the average

pay of women and is expressed as

a percentage difference.

In calculating these figures, the

mean figure is a sum of the hourly

pay rates for all women in the

organisation divided by the total

number of women. We then repeat

the process for men and the pay

gap is the difference between

thetwo.

The median gap is calculated by

listing the hourly pay rates for each

of the two groups and taking the

middle amount (the median). We

then subtract the median figure for

the women’s group from the men’s,

divide it by the men’s median

hourly pay rate and multiply by

100 to get the percentage.

Mean Median

Total Pay Gap (7.12)% 3.18%

Salary

Pay Gap (17.81)% (0.15)%

Bonus

Pay Gap 118.52% (9.91)%

We are pleased to report that our

Gender Pay Gap has reduced

significantly over the years. This is

attributed to a significant increase

in female representation across

senior, higher paying roles in the

business, such as General Sales

Manager, technical specialist and

senior leadership roles (including

board members). This is also

evident when we review our salary

only data where we see a more

positive sway towards females with

a 17.81% gap, which means that, at

the midpoint of earnings, women

are paid more per hour than men.

There is a continued perception

that the motor trade is a male

orientated industry and at

Motorpoint we have found that

this, alongside the lack of female

representation in our commission

based roles and a low female to

male ratio in our upper quartile are

the reasons why we have seen a

gender pay gap in previous years.

Although female representation in

our higher quartiles has reduced,

we are also mindful that due to

the environmental pressures in

the industry our Sales commission

payments reduced during 2025,

which may have influenced a

temporary positive pay gap.

The bonus pay gap which we have reported can be related to the gender

split across the quartiles, especially in the upper and upper middle

quartiles, where bonus is relative to base salary and where fewer females

occupy the highest earning roles.

Gender mix

Male Female Male % Female %

Senior Leadership 7 4 63.64% 36.36%

Leadership 26 4 86.67% 13.33%

Manager 70 34 67.31% 32.69%

Team member 510 137 78.83% 21.17%

All employees 613 179 77.40% 22.60%

The Gender mix table sets out our gender breakdown at various levels in

the Company, including the breakdown for all employees, based on the

792 individuals employed as at 5 April 2025, the date at which the Gender

Pay Gap was assessed. Details of our diversity at Board level, including

gender, can be found in the Nomination Committee report on page 64.

Listening to our employees

Employee voices are important

to us and we run engagement

surveys regularly. This year,

we ran our BeHonest Survey in

January 2026, and we also ran a

pulse survey in October 2025. In

addition, we have continued to

improve engagement on the newly

introduced Viva Engage internal

communication system.

Our CEO is keen to hear feedback

from all levels across the business

and regularly holds ‘Happy Hour’

sessions, whereby team members

can attend to ask questions and

discuss areas for improvement

across the business.

The Senior Leadership Team (SLT)

spend a significant amount of

time in stores speaking to team

members at all levels. They hold

regular ‘Ask me Anything’ listening

sessions obtaining feedback from

team members face to face in our

stores and preparation sites across

the country, helping us understand

the issues faced and driving action

to make improvements to our team

member experience.

Our People Strategy Plan for

FY27 has been developed to

take into account the feedback

received from team members and

focuses on the three core areas of

wellbeing, talent and engagement.

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Motorpoint Group Plc Annual Report and Accounts 2026

Learning and Development (L&D)

Our team members are the start of

our Virtuous Circle. We ensure that

all team members are equipped

with the skills and knowledge to

perform their roles to the best

of their ability to enable us to

deliver an outstanding customer

experience.

At Motorpoint, we ensure that

our L&D strategy provides an

equitable opportunity for our team

to develop and ultimately progress

in their careers, including the

introduction of the General Store

Manager Programme. Alongside

this, we offer a number of personal

development courses for our

teams to enhance their skills, not

only in the workplace but also in

their lives. We regularly review and

refresh the content of our Learning

Management System to ensure

that our teams have access to up

to date e-learning courses that they

can access at a time to suitthem.

We also support the development

of our leadership teams throughout

the year. All of our leadership

teams have had access to one

to one coaching and mentoring,

which has helped to develop a core

bench of talent for succession.

We are also increasing our focus

on apprenticeships and early

careers. In a world where vehicle

maintenance and preparation skills

are in short supply, we see this as

a key part of our strategy to build

a leading team. This focus extends

across the business, and we have

seen significant success of our

apprenticeship schemes within

HR, Finance and our administration

teams.

Wellbeing

The wellbeing of our team

members has always been

important to us at Motorpoint.

We have invested in mental health

first aid training and have made it

compulsory for all managers in the

business to be trained, as well as

training further team members in

each of our sites to be able to offer

support locally when needed.

Our One Big Dream scheme gives

the gift of time and flexibility, and

allows an individual to take time

out, once a month, fully paid, to do

something that matters to them. In

FY26, we offered over 18,500 hours

of additional paid time off as part of

this scheme.

Thisbenefit has received

immensely positive feedback and

has been used across an array of

activities. The diversity of people’s

selection demonstrates just how

important it is to apply the flexibility

to our employee benefits in order

to have a real impact on personal

wellbeing. We also give extra leave

for birthdays, moving house and

getting married.

We continue to partner with

Sovereign Healthcare to provide

a 24 hour employee assistance

programme for our team members.

This provides a counselling hotline

for team members with issues

across a wide range of subjects

that may be impacting their lives

and gives potential access to face

to face counselling if required. We

also provide financial support via

Sovereign Healthcare to all team

members for key health treatment,

including optical support, physical

therapy and dental care.

To further support our team, we

have also partnered with Retail

Trust, who have been caring for

and protecting the lives of people

working in retail for a number

of years. Retail Trust offers a

dedicated wellbeing helpline,

and financial aid is also available

through the Retail Trust to support

those facing the challenge of

financial hardship due to a

range of circumstances.

Our benefits platform, My M.O.T.

(Motorpoint Offers and Treats),

provides our team members with

access to a wealth of information

and practical resources to assist

them with financial and physical

wellbeing. The platform also

provides team members with

discounts for hundreds of retailers.

Of course, one of the best ways

to ensure our team members’

wellbeing is to provide high quality

jobs that reward people well,

providing fulfilling and enjoyable

work in a supported environment

with high quality leadership. This

provides opportunities to grow

and develop personally and

professionally, and that brings us all

the way back to the Virtuous Circle

and our Motorpoint values.

Environmental, Social and Governance (ESG) continued

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Environmental, Social and Governance (ESG) continued

Governance

Our governance extends beyond

conventional governance

frameworks, providing visibility

and accountability to stakeholders

over ensuring businesses have

sustainable practices to drive

long term value creation. We are

committed to ensuring that our

practices are both appropriate and

sustainable in today’s fast evolving

business landscape.

Whistleblowing

We operate a confidential

whistleblowing hotline, which is

available for all of our team and

our suppliers, to give them the

opportunity to raise any issues

about dishonesty or malpractice

within Motorpoint. The results

of which are independently

collated and submitted to the

Risk and Compliance Committee.

The Company Secretary

reports regularly to the Audit

Committee and the Board on

whistleblowingmatters.

Anti bribery and corruption

Motorpoint has a zero tolerance

policy in respect of bribery

and corruption and our anti

bribery policies and anti money

laundering policies are routinely

communicated to all team

members.

This extends to all business

dealings and transactions, and

includes a prohibition on offering

or receiving inappropriate gifts

or making undue payments

to influence the outcome of

businessdealings.

Employees are required to disclose

offers of gifts, hospitality or other

incentives with a value of more

than £100. All employees receive

communication of the relevant

policies as part of the onboarding

process and new versions are

sentout if updated.

The Group does not make

politicaldonations.

Treating Customers Fairly

Treating Customers Fairly (TCF)

is a regulatory requirement and

applies to all regulated firms in

the conduct of their business. The

Financial Conduct Authority (FCA)

regards fair treatment of customers

by firms as a key part of FCA

regulation in the retail market.

TCF is a core foundation of

delivering our retail proposition of

Choice, Value and Quality, and is

thereby fundamental to delivering

long term business value. To this

end, the Board has reviewed and

maintained our Treating Customers

Fairly and Vulnerable Customers

policies. Through concerted focus,

TCF has become an integral part

of the culture and is subject to

frequent and rigorous scrutiny

within all forums that consider, inter

alia, customer facing processes,

employee remuneration, and

product selection.

We are committed to delivering

the best possible service to our

customers, with objectives across

the business reflecting this aim.

In particular, the following business

areas are under constant review to

ensure alignment with Motorpoint’s

business model, customer

requirements and the regulatory

environment:

• marketing practices, including

promotional material

• sales processes, whether on site,

via the contact centre or digital

• customer communications

• record keeping

• complaints handling

A review and reporting

environment has been developed

to ensure that Motorpoint’s high

expectations are met, and that all

systems, people and processes

are supported to achieve our TCF

objectives, including via:

• qualitative quality controls, such

as aftersale customer interviews

and mystery shops

• quantitative quality controls,

such as cancellation rates for

products within their cooling

off period

• ongoing training and support for

our team, including personalised

and scheduled refresher training

Commission Disclosure

In March 2026 the Financial

Conduct Authority (FCA)

announced details of the

compensation programme for its

consumer redress scheme, which

impacted lenders, and not dealers.

Since the previous FCA rulings, the

Group altered its selling processes

to comply with new requirements

from its lenders, which includes

upfront full commission disclosure.

Following this change there has

been no material change in finance

take up among our customers.

The Group is not directly involved

in the selling of finance products

to consumers; instead, it refers

consumers to third parties who

administer and are responsible for

the finance product themselves.

Human rights

Motorpoint conducts business

in an ethical manner and adheres

to policies which support

recognised human rights

principles. We continue to address

the risks of modern slavery and

human trafficking, with the Board

debating and adopting the annual

Anti Slavery Statement and raising

awareness of the risks across

the business. We work with our

suppliers to protect workers

from abuse or exploitation by

communicating to them the

terms of our Anti Slavery Statement

and requesting their adherence

to our policy.

A statement of the Group’s compliance

with the Modern Slavery Act 2015 can

be found on the Group’s website at

www.motorpoint.co.uk

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The Consumer Duty

The Consumer Duty is a suite of

regulations introduced by the FCA

that sets a higher standard for the

treatment of consumers using

financial services and products.

The duty requires firms to put their

consumers’ interests first, making

it easier for them to make decisions

in their best interests and receive

good outcomes.

The duty sets an overarching

principle, cross cutting rules and

requires implementation across

four key outcomes. Opposite

is an outline of the duty and a

description of how Motorpoint

governs its ongoing compliance

with the duty.

Area Description Motorpoint Governance

The Consumer Principle This is the overarching principle that defines the purpose of all of the Consumer

Duty regulation, that ‘firms must act to deliver good outcomes for retail customers.’

Motorpoint has a specific

working group covering all

aspects of the duty.

The Cross Cutting Rules 1. ‘Acting in good faith’ (e.g. not taking advantage of any lack of knowledge on

the consumer’s part).

2. ‘Avoiding foreseeable harm’ (e.g. performing affordability checks prior

to application).

3. ‘Supporting consumers in achieving their financial objectives’ (e.g. providing a

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

interest to do so).

Governance is aligned with

the cross cutting rules of the

consumer duty. This included

a process mapping exercise

ensuring complete coverage

ofthelegislation.

The Four Outcomes Product and services:

The actions required for this outcome will differ depending on the firm's status as

a manufacturer, co-manufacturer, or distributor. Overall, it requires firms to work

to ensure the products and services they offer are right for the end consumer and

consider any vulnerabilities their target market may have that can be accounted for.

Price and value:

Firms should focus on the fair pricing of their products and offering value for money.

Firms should review commission arrangements and for example, ensure they do not

encourage the sale of products that are not inthe consumer’s interest.

Consumer understanding:

The FCA feels the consumer is often placed at a disadvantage due to a lack

of knowledge about the products or services a firm is selling, while the firm has

a greater understanding. This outcome serves to make firms address this imbalance

to allow consumers to make informed decisions. This could take the form of

providing further information in an easily digestible and accessible way when it

is most relevant to the consumer.

Consumer support:

This outcome includes the numerous ways in which firms act to communicate with

consumers and provide their services. There should be straightforward processes.

The key message from the FCA here is that it should not be any more difficult to

cancel, switch or complain about a product than it is to purchase it initially.

A full review of the customer

journey has taken place to ensure

all four outcomes are appropriately

in line with the legislation.

The customer journey remains

under constant review and a

governance structure is in place

that ensures continued compliance

with the legislation.

Motorpoint has worked closely with

its product suppliers (lenders) for

regulated consumer products and

ensured that the findings from the

lenders in respect of the Consumer

Duty were included within our

customer journey governance.

Environmental, Social and Governance (ESG) continued

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Task Force on Climate related Financial Disclosures (TCFD)

We continue to disclose in line with the 11 TCFD recommendations,

the UK Listing Rules and the all-sector and metrics, targets and

transition plan guidance. Climate change remains a significant

global challenge. We recognise our role in reducing emissions

and supporting the industry’s transition.

The UK Government plans to end the sale of new petrol and diesel cars by 2035,

which will affect our value chain. We monitor climate risks and opportunities across

our operations, physical locations and supply chain. Our disclosures cover Motorpoint

and Auction4Cars.com.

Governance pillar

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

Board of Directors

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

opportunities impacting the Group. The Board met eight times in FY26 and considered

climate matters as part of strategy, risk, financial planning and capital allocation. The key

areas reviewed included:

Climate related

risk register

CFO, Chris Morgan, owns the Climate related risk register.

With oversight of climate risks and opportunities through

the Risk and Compliance Committee.

Annual budgets and

strategic planning

Climate matters inform business decisions, including

investment in electric charging, solar infrastructure and

energy efficient store design.

Flooding risk The Board reviewed the location of potential new stores and

considered location-specific vulnerabilities, including flood

risk assessments.

Metrics and targets The Board approved final metrics for Scope 1, 2 and business

travel emissions, including the metric linked to executive

remuneration. The Board also reviewed Scope 3 reporting.

The Board is supported by three principal committees:

Audit Committee

The Audit Committee oversees the risks facing the organisation, including climate change.

The Audit Committee reviewed the FY26 TCFD disclosure and related ESG oversight.

Executive Risk and Compliance Committee (Risk Committee)

Identifies, manages and assesses climate related risks, with quarterly emerging risk reviews

and annual principal risk assessments. Climate change forms part of the Business resilience

and climate change principal risk.

Environmental, Social and Governance Committee (ESG Committee)

The ESG Committee reviews our environmental sustainability strategy. Its work includes

oversight of carbon emissions across Scope 1, 2 and 3, the climate transition plan and

progress against targets. The Committee also considers ESOS action plans and assesses

internal and external resourcing needed to deliver our ESG objectives.

The Remuneration Committee oversees remuneration measures linked to climate

performance. Executive targets relate to reducing the intensity of Scope 1 and 2 emissions

compared with the prior year.

The Board has the skills required to oversee climate matters. The Chair of the ESG Committee

provides additional expertise.

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Task Force on Climate related Financial Disclosures (TCFD) continued

b) Describe management’s role in assessing and managing climate related risks

andopportunities

Management implements the Group’s climate strategy and manages day-to-day

climate-related risks and opportunities. The CFO owns the sustainability strategy and

climate risk register, supported by the Head of Risk and external consultants to measure

and report Scope 1, 2 and 3 emissions. The finance team assesses the financial impacts

ofclimate-related risks and opportunities.

Operational managers at stores, the preparation centre and head office oversee

environmental data and performance against targets. Data analytics tools provide heat

maps of energy usage and automated notifications for unusual usage. Store managers track

energy, water and waste through a league table and have performance targets linked to

energy reduction.

All functions apply the risk management framework, including climate-related risks.

Management implements mitigation actions and reports to the Risk and Compliance

Committee. Operations supported the development of emergency response plans.

Our climate strategy focuses on reducing our carbon footprint, managing risks within

our risk appetite and maximising opportunities across the Group.

Strategy pillar

a) Describe the climate related risks and opportunities the organisation has identified

over the short, medium and long term

The risk management pillar explains the process undertaken to identify climate related

risks and opportunities across short, medium and long term time horizons.

Short term Next three

years(2029)

The short term period impacts our immediate

business strategy and financial planning.

Medium term 2029 to 2035 The medium term period covers our medium term

strategy including targets for the 2030 estate. We

expect there to be a significant adoption of electric

vehicles (EVs) over this period due to the zero

emission vehicle mandate.

Long term Beyond 2035 The long term period includes our longer term carbon

reduction target date. As we offer nearly new cars,

a significant amount of our sales will be from EV

beyond 2035.

We apply consistent risk grading across the Group. The minimum risk recognition limit for

a low risk is a greater than 0% chance of crystallising and an impact of at least 2% on key

financial targets specific to the risk, with the threshold for medium and high rated risks

increasing progressively from this baseline. We use dynamic risk scoring that considers

likelihood and impact before mitigations.

We have assessed transition and physical risks under two climate scenarios:

• Net zero emissions by 2050 (NZE): a below 2°C scenario.

• Stated Policies Scenario (STEPS): warming is expected to exceed 2°C.

As shown on the table on page 32, we have modelled a range of Representative

Concentration Pathways (RCPs) to understand our exposure to physical climate risks,

including RCP 2.6, 4.5 and 6.0.

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Task Force on Climate related Financial Disclosures (TCFD) continued

Dynamic risk scoring

Risk Risk area

Climate scenario with

greatest impact Risk description Short Medium Long

Transition

Policy and legal

NZE Risk of higher taxes and policy measures (energy, fuel, EV mandates, carbon tax)

increasing operational costs.

Technology and market

risks

NZE Higher electricity demand and costs to support EV charging at sites, especially if

reliant on the national grid.

Technology and market

risks

NZE Need to purchase offsets or adjust product mix where net zero cannot be reached

for certain Scope 3 categories.

Reputational risks

NZE Loss of confidence if we do not respond effectively to climate concerns, affecting

sales and talent attraction.

Physical

risks

Acute risks

STEPS Action by climate groups disrupting operations due to perceived impact of private

vehicles.

All climate

scenarios

Flood and extreme weather damage to sites and inventory, plus higher insurance

costs.

All climate

scenarios

Extreme weather disrupting logistics and slowing car movements.

STEPS Competition for land and higher due diligence and flood mitigation costs for new

sites.

Chronic risk

All climate

scenarios

Material rise in sea levels leading to changes in the UK landscape and potential

site relocation or supply chain changes.

Key for risk scoring: High Low Medium

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Opportunities

Area Opportunity Time horizon Relative impact

Competition and

market

Gain market share by leading on zero emission vehicles, supported by a diversified acquisition strategy and investment

in green skills.

Medium term Medium

Supply chain Reduce energy and carbon use through a more efficient and sustainable logistics fleet. Medium term Medium

Brand Build reputational advantage from achieving our ESG strategy and accessing sustainability linked finance. Medium term Low

Locations Increase use of renewable energy and improve efficiency through targeted investments in our estate. Long term Medium

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

business, strategy, and financial planning

We assessed future cash flows under several climate scenarios to inform our financial

planning. This work ensured climate related risks were included in our impairment reviews.

The findings are set out in section c).

The scenarios did not indicate any significant risk of impairment to our operating model

assets, and we identified no short term indicators of impairment. There is no current impact

on access to capital or on investment in research and development.

Our strategy focuses on improving the energy efficiency of our estate and supporting the

shift to lower emission vehicles. During FY26, we continued to engage with landlords to

assess solar installations at our sites. We have also assessed the electrical capacity across

our sites and the cost of increasing this capacity to meet the demand of EVs.

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

different climate related scenarios, including a 2°C or lower scenario

Approach to scenario analysis

We have considered different climate related scenarios, including a 2°C or lower scenario,

to assess the resilience of our strategy. We have used a combination of data sources to

make this assessment, including the International Energy Agency (IEA) scenarios’ net zero

emissions by 2050, stated policies, and our target operating model for 2030.

Task Force on Climate related Financial Disclosures (TCFD) continued

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

Description of

scenario

Sets a pathway for the global energy sector to achieve net zero CO

emissions by

2050. It assumes policy and market changes that restrict global emissions. Action

may be early or delayed, affecting the shape of the transition.

Reflects current policy settings. Under this scenario, temperature increases are

expected to exceed 2°C, leading to more severe physical climate impacts and

fewer additional policy actions by governments.

Data sources used We use the IEA World Energy Outlook for NZE and STEPS to understand energy transitions and electricity costs. Traded carbon values come from the Department for

Energy Security and Net Zero (DESNZ). For physical risks, we use Climate Impact Explorer, focusing on flood risk and land fraction exposed to river floods and surface

run off, and we consider RCP 2.6, 4.5 and 6.0. We model insurance cost increases using data from the Derby flood event and scenario results. We use Climate Central

data on sea level rise, including the Current Trajectory and Deep and Rapid Cuts scenarios.

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

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

• Policy changes for a carbon price on all Scope 1 and 2 carbon emissions: using carbon price and a modelled carbon reduction pathway and voluntary offsetting for

residual Scope 3 emissions

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

Task Force on Climate related Financial Disclosures (TCFD) continued

Net zero emissions by 2050 (NZE)

Under NZE there is a higher risk of taxation and other policy measures as the Government

seeks to meet climate commitments. We assume a universal carbon price on Scope 1 and 2

emissions. These costs are expected to rise but are not material even without mitigations.

We continue to reduce operational emissions, by 5.5% this year, on an intensity basis through

site based actions and improved monitoring. This includes measures such as increased

control over electricity and the usage of fuel cards and fuel tanks at sites. We assume that

emissions from sold internal combustion engine vehicles will need to be offset or reduced

to zero. By 2035, we expect a higher proportion of sales to be zero emission vehicles. We

have modelled a carbon price on internal combustion engine vehicles within our Scope 3

footprint.

We expect higher carbon costs under NZE. However, the modelling indicates that our

business remains resilient, helped by investments in energy efficiency, solar and improved

monitoring of site level emissions data. Physical damage to stores and preparation centres

remains a risk even under NZE. In the medium term, flood and sea level exposure is lower,

but by 2050 at least five sites are expected to have higher flood risk. We have assumed

higher insurance costs and we have business continuity plans for higher risk sites,

including diversion of sales to nearby locations.

Stated Policies Scenario (STEPS)

Under STEPS we expect lower transition risks in the short and medium term. Carbon costs

would likely arise from voluntary action rather than a universal carbon tax. Government

targets for new zero emission vehicle sales may not be met, reducing availability of these

vehicles and increasing Scope 3 emissions from vehicles sold.

Physical risks are greater under STEPS. Although modelling assumes the Group can continue

to operate, models may not reflect all physical Climate tipping points. Flood and sea level

risks increase over time. By 2030 these risks remain lower. By 2050, under RCP 6.0, 17

locations may face higher surface run off risk, and three sites face higher sea level rise risk.

We have business continuity plans and continue to review estate exposure to physical risks.

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Risk management pillar

During the year, the Board discussed climate change and the risks and opportunities from the

transition to a lower carbon economy and from physical climate impacts. These risks were

reviewed by the Risk and Compliance Committee and the Audit Committee.

a) Describe the organisation’s processes for identifying and assessing climate related

risks

We identify and assess climate related risks using the Group risk management framework set

out on page 39. Climate risks are identified through horizon scanning of regulation, external

studies such as the UK Government Climate Risk Assessment, and links to the Group strategy.

The Risk and Compliance Committee reviews climate risks each quarter. Climate risks form

part of the Group’s emerging risk process, which draws on function level registers. The ESG

Committee also meets quarterly and provides expertise to support the identification and

assessment of climate related risks.

We maintain a separate climate risk register. This is reviewed as part of the annual TCFD

process and updated for the results of scenario analysis. All climate related risks and

opportunities are mapped to the relevant principal risks. The register also captures emerging

risks and risks no longer considered material.

b) Describe the organisation’s processes for managing climate related risks

We manage climate risks in line with the Group’s risk appetite and target risk levels. Where a

climate risk exceeds the minimum threshold for recognition and is outside appetite, we agree

actions to reduce exposure.

The ESG Committee oversees delivery of the ESG strategy and carbon reduction targets.

The finance function monitors environmental data with support from external consultants.

All climate related risks in the climate risk register link to the Group’s principal risks,

which have defined controls and mitigating activities held within the principal risks and

uncertainties database. Business resilience and climate change is one of the principal risks.

c) Describe how processes for identifying, assessing, and managing climate related risks

are integrated into the organisation’s overall risk management

Climate related risks are integrated into the Group’s overall risk management processes.

Although the wider risk framework applies a three year minimum horizon, the climate risk

Risk measurement and assessment follow the criteria in the risk management framework.

Function level risk registers were updated during the year to reflect new and emerging

climate related risks. Clear escalation routes ensure that material risks reach the Risk and

Compliance Committee.

Task Force on Climate related Financial Disclosures (TCFD) continued

Strategic Report Financial StatementsGovernance

Motorpoint Group Plc Annual Report and Accounts 2026Motorpoint Group Plc Annual Report and Accounts 2026

Strategic Report Financial StatementsGovernance

Metrics and targets

We use metrics and targets to measure our environmental impact and to monitor climate related risks and opportunities.

a) Disclose the metrics used by the organisation to assess climate related risks and opportunities in line with its strategy and risk management process

We monitor climate related metrics in line with our strategy and risk management process (see risk management pillar). The ESG Committee oversees the metrics and targets each quarter.

The finance function manages the data with support from external consultants. The Executive Directors’ annual bonus includes a 6.7% weighting linked to a reduction in Scope 1 and 2

emissions compared with the previous year.

Risk or opportunity Metric Use

Risk: Increased costs from increased energy usage at sites due to EVs GHG emissions (Scope 1 and 2) as disclosed in the SECR Key Performance Indicator disclosed in the SECR

See page 21

Opportunity: More sustainable estate through renewable energy and

efficiency measures

Intensity Ratio as disclosed in the SECR Key Performance Indicator disclosed in the SECR

See page 21

Risk: Potential reliance on offsetting for certain Scope 3 categories Absolute Scope 3 emissions External reporting on Scope 3 emissions

See page 21

Risk: Exposure to extreme weather events Insurance premiums Internal Key Risk Indicator

Opportunity: Growth in zero emission vehicle sales achieved through

a diversified product acquisition strategy

Market share of nearly new zero emission vehicles Internal Key Performance Indicator supporting

transition opportunities

Additional environmental metrics, including waste, are included in our Environment report.

Task Force on Climate related Financial Disclosures (TCFD) continued

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

emissions and the related risks

The Scope 1, 2 and Scope 3 greenhouse gas (GHG) emissions are included in the SECR

disclosure on page 21.

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

Protocol and is included in the SECR disclosure. We have not obtained limited assurance

over our Scope 1 and 2 greenhouse gas emissions.

FY26 FY25 %

Total Scope 1 and 2, Business Travel (tCO

e) 2,663 2,822 (5.6)%

Intensity ratio – Total Scopes 1 and 2, Business

Travel (tCO

e/Floor Area – sq ft) 0.00312 0.00330 (5.5)%

Intensity ratio – Total Scopes 1 and 2, Business

Travel (tCO

e/Retail Units) 0.0412 – –

We achieved our ambitious target to reduce emissions on an intensity basis of 5% a year,

achieving a 5.5% reduction. Energy reductions were supported by electricity usage savings

and stricter fuel management at sites, resulting in lower fuel usage. Emissions from business

travel has increased during the year, reflecting higher levels of business activity.

This year, we have also added an additional metric of intensity ratio by retail units. This is to

help us consider that each additional vehicle sold requires additional energy use within our

preparation facilities.

We have reported on nine additional areas not in our SECR reported emissions that are

relevant to our value chain.

FY26 FY25 %

Total Scope 3 625,857 610,629 2.5%

Strategic Report Financial StatementsGovernance

Motorpoint Group Plc Annual Report and Accounts 2026Motorpoint Group Plc Annual Report and Accounts 2026

Strategic Report Financial StatementsGovernance

Task Force on Climate related Financial Disclosures (TCFD) continued

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

We developed our detailed climate transition plan in FY25, aligned with TCFD and the Paris Agreement, to support the Government’s net zero target for 2050. The plan models emissions to

2050 using the scenarios described in the strategy pillar.

We rebased our targets on FY25 actuals to support consistent tracking. Our primary target is to reduce Scope 1 and 2 emissions intensity each year. This measure accounts for estate growth

and reflects increased energy demand from EV charging services. EV charging is already in place at our sites, with further investment included in our capital expenditure plans. We do not

expect a material impact on the financial statements as energy savings are expected to offset implementation costs.

Scope 3 emissions represent 99.6% of our footprint. Our ability to reduce these emissions depends on vehicle manufacturers meeting the UK Government’s Zero Emission Vehicle mandate,

which requires all new vehicles sold to be zero emission by 2035. Our transition plan includes a five year lag to reflect the time before these vehicles enter the used market.

We continue to work with stakeholders across the value chain to address Scope 3 emissions.

Strategic ambition Target date Progress achieved at March 2026 Measures Key assumptions and dependencies

Reduce Scope 1 and 2 and business travel

emissions intensity

Year on year Achieved 5.5% (2025: 4.9%) Total Scope 1 and 2, Business Travel

(tCO

e/Floor Area – sq ft)

The grid continues to decarbonise and increase the

availability of clean energy.

Send less than 1% of waste to landfill Ongoing Achieved 1.0% (2025: 2.5%) Total waste sent to landfill/Total

waste

Waste partners develop methods to recycle/reuse

batteries from electric vehicles at a larger scale.

Reduce Scope 3 carbon intensity per

retailvehicle

2035 In progress 5.2%

(2025: Baseline)

Total Scope 3 category 11 emissions/

Retail vehicles sold against a 2025

baseline by 70%

Manufacturers meet their obligations under the UK

government ZEV mandate which requires all new

vehicles sales to be zero emission by 2035 and 80%

by 2030. Motorpoint is only able to source vehicles

available in the used market.

Reduce Scope 3 carbon intensity per

retailvehicle

2040 In progress 5.2%

(2025: Baseline)

Total Scope 3 category 11 emissions/

Retail vehicles sold against a 2025

baseline by 100%

Strategic Report Financial StatementsGovernance

Motorpoint Group Plc Annual Report and Accounts 2026Motorpoint Group Plc Annual Report and Accounts 2026

Strategic Report Financial StatementsGovernance

Group financial performance

headlines

We experienced strong retail

volume growth of 7.8% achieving

a record breaking 64.6k vehicles

sold (FY25: 59.9k) and significantly

outperformed the used car market.

Growth was supported by some

easing of economic headwinds

and acceleration of our strategic

plans. Revenue increased by 8.1%

to £1,268.6m (FY25: £1,173.1m).

Gross profit was £98.9m (FY25:

£90.8m). Gross margin improved

in the year to 7.8% (FY25: 7.7%). We

saw record metal margins helped

by the expanded use of data and

AI. Ancillary product performance

was encouraging, although finance

commissions continued to be

influenced by elevated interest

rates.

Operating expenses increased by

4.0% to £81.2m (FY25: 78.1m) and

included a rise in headcount to

keep up with demand driven by the

growth in retail sales, and general

inflation, along with the full year

costs of an additional store.

Variable costs were well managed,

and resulted in limited expense

growth, which was well below that

of gross profit.

Profit before taxation increased

by 82.9% to £7.5m (FY25: £4.1m).

Finance costs increased to £10.3m

from £9.4m in FY25, reflecting

investment in higher stock levels

to meet demand.

Available cash reduced in FY26 as

the business invested in two new

store locations for an aggregate

gross consideration of £13.1m,

offset by the sale and leaseback of

our recently renovated Derby site.

Cash was also deployed by the

share buyback programme, which

resulted in a total cash cost of

£5.0m in the year, and the purchase

of shares to satisfy future Employee

Benefit Trust (EBT) obligations of

£1.2m. Net debt (excluding lease

liabilities) at 31 March 2026 was

£8.8m (31 March 2025 Net cash:

£6.6m), and this reduction was

further influenced by high levels

of vehicle purchasing towards the

end of the year to satisfy increased

demand and maintain momentum

into FY27.

Financial review

Record retail volumes deliver profitable growth

Record retail volumes deliver another year of profitable growth,

alongside improved metal margins and continued cost discipline.

“ Strong retail volume growth

of 7.8% achieving a record

breaking 64.6k vehicles

sold and significantly

outperforming the used

car market.”

Chris Morgan

Chief Financial Officer

Retail customers Wholesale customers Total

FY26

£m

FY25

£m

FY26

£m

FY25

£m

FY26

£m

FY25

£m

Revenue 1,130.8 1,028.4 137.8 144.7 1,268.6 1,173.1

Gross profit 88.4 80.0 10.5 10.8 98.9 90.8

Strategic Report Financial StatementsGovernance

Motorpoint Group Plc Annual Report and Accounts 2026

Trading performance

The Group has two key revenue

streams, being (i) vehicles sold to

retail customers via the Group’s

stores, call centre and digital

channels, and (ii) vehicles sold

to wholesale customers via the

Group’s Auction4Cars.com website.

Retail

Revenue from retail customers

was up 10.0% to £1,130.8m (FY25:

£1,028.4m), with 64.6k (FY25: 59.9k)

vehicles sold (an increase of 7.8%).

Consumer demand improved in

FY26 despite an unwelcome return

to economic uncertainty at the

end of the year, and we benefited

from intelligent pricing and an

affordable stock mix, along with

continued digital enhancements to

improve the customer experience,

and our new store in Norwich. We

commenced selling a small number

of vehicles in FY26 on behalf of a

third party (0.2k).

Gross margin of 7.8% was

maintained from the previous year

(FY25: 7.8%). This reflected our

continued focus on intelligent data

led pricing, stock management

and a better ancillary product

performance. Finance attachment

rates have improved but remain

below historic levels given elevated

interest rates. Ancillary performance

was helped by the introduction of

new products (such as alloy wheel

protection), and improvements to

our warranty offer.

Retail gross profit per unit

increased to £1,368 (FY25: £1,335),

reflecting the above improvements,

and our overage stock profile has

improved in the year, with 11.5%

reduction in the cost of vehicles

sold at a negative margin. These

improvements were in part by

preparation and transport cost

increases. In addition to the effect

of inflation, stock mix influenced

the costs to prepare.

Our 22nd store opening was

announced in March 2026, in

Leeds, and will be opening this

Summer.

Wholesale

Wholesale revenue via

Auction4Cars.com, which sells

vehicles that have been part

exchanged by retail customers, or

directly purchased from consumers

via our SYC channel, decreased

by 4.8% and unit sales of 27.3k

were down 1.8% (FY25: 27.8k). The

reduction reflects changes to retail

age and mileage criteria, with an

increased proportion of customer

acquired vehicles sold through the

retail platform to provide additional

choice for value conscious

customers. Overall profitability

remained at good levels, with profit

per unit of £387 (FY25: £388).

Financial review continued

Operating expenses

Operating expenses increased

from £78.1m in FY25 to £81.2m, and

included the full year impact of our

Norwich store, general inflation

and headcount increases, offset

by efficiency savings. Full time

equivalent employees increased to

849 at year end from 779 at 1 April

2025, as we cautiously recruited

additional team members to satisfy

increased demand and expand our

preparation capacity to enable in

house MOTs and warranty work.

Marketing costs were at similar

levels to last year (£10.5m versus

£10.6m in FY25), but the customer

acquisition cost per retail unit

dropped to £163 (FY25: £177) as we

continue to embrace technology to

assess spend returns and become

more efficient in our execution.

Other Income

Other income of £0.1m related

to a small amount of aftersales

warranty revenue. Last year

included business interruption

insurance receipts from the flood

that occurred at the Derby store

(FY25: £0.8m).

Interest

The Group’s finance expense

was £10.3m (FY25: £9.4m);

reflecting prevailing interest rates

and increased stock holdings

throughout the year.

Total interest charges on the

stocking facilities were £7.5m

(FY25: £6.9m). Interest on lease

liabilities was £2.1m (FY25: £2.1m)

and on banking facilities £0.7m

(FY25: £0.4m).

Taxation

The tax charge in the period is

for the amount assessable for UK

corporation tax in the year net

of prior year adjustments and

deferred tax credits. The profit in

the year resulted in a tax charge of

£1.9m (FY25: £0.9m credit), in line

with the 25% corporation tax rate.

Earnings per share

Basic and diluted earnings per

share were 6.6p (FY25: 3.7p and

3.6p).

Dividends

Two dividends were paid during the

period totalling £1.7m (FY25: £Nil):

the FY25 final dividend of 1.0p per

share, with an associated cash

cost of £0.9m (FY25: £Nil) and the

FY26 interim dividend of 1.0p per

share, with an associated cash cost

of £0.8m (FY25: £Nil). Subsequent

to the end of the year, and not

included in the results for the

year, the Directors recommended

a final dividend of 1.2p per share

(FY25: 1.0p), bringing the total

amount payable in respect of the

year ended 31 March 2026 to 2.2p

(FY25: 1.0p). Subject to approval at

the AGM, this will be paid on 31July

2026, to those on the register at

close of business on 3 July 2026

(the record date).

Capital expenditure

and disposals

Cash capital expenditure

increased to £15.4m (FY25: £7.6m).

This increase reflected strategic

investment in the year. Notable

spends included the new store

at Leeds, the purchase of further

freehold land for development,

MOT testing ramps in preparation

centres and various tech projects.

The only notable disposal was the

sale and lease back of the newly

renovated Derby store.

Strategic Report Financial StatementsGovernance

Motorpoint Group Plc Annual Report and Accounts 2026

The Group closed the period

with £194.1m of inventory, up from

£151.4m at 31 March 2025. Days in

stock for the year increased to 54

days (FY25: 43 days). The inventory

increase reflects a concerted

effort to purchase more vehicles

to satisfy demand.

As at 31 March 2026, the Group

had £205.0m (31 March 2025:

£165.0m) of stocking finance

facilities available of which £145.8m

(31 March 2025: £122.4m) was

drawn. The £205.0m includes the

additional seasonal uplifts with both

Lombard North Central Plc (£25.0m)

and Black Horse Limited (£15.0m)

agreed during the year. These

uplifts are available during seasonal

peaks in Q3 and Q4 on an annual

basis going forward. After the year

end, the limit availableincreased to

£210.0m.

The Group also has a £25.0m (FY25:

£20.0m) facility with Santander UK

Plc, split between £6.0m available

as an uncommitted overdraft and

£19.0m available as a revolving

credit facility. The available £14.0m

revolving credit facility increases

to £19.0m during Q3 and Q4. At 31

March 2026 £14m (31 March 2025:

£Nil) was drawn on the facility, with

cash and cash equivalents of £5.2m

(31 March 2025: £6.6m). During

FY26 it was agreed with Santander

UK Plc to extend the length of the

arrangement by a further year until

June 2028

Balance sheet

Net assets at year end reduced

from £26.9m to £26.0m. The

profitability growth was offset by

the impact of the buy back and

cancellation of own shares, as well

as purchase of shares to satisfy

Employee Benefit Trust (EBT)

requirements. Working capital was

proactively managed, ensuring

that stock purchasing was fully

maximised through the funding

facilities.

The Group successfully completed

the previously announced buyback

programme with 3.0m shares

bought back and cancelled at a

cost of £5.0m. In addition, 0.8m

shares were bought in the year at a

cash cost of £1.2m to satisfy future

share scheme (EBT) requirements.

At the year end, issued share

capital comprised 83,619,822

ordinary shares (FY25: 86,619,822).

Non current assets were £82.9m

(31 March 2025: £70.7m) made up

of £22.2m of property, plant and

equipment, £56.8m of right of use

assets, intangible assets of £2.6m

and a deferred tax asset of £1.3m

(31 March 2025: £15.4m, £51.0m,

£3.0m and £1.3m respectively).

The Group owned three freehold

sites at year end including the

newly announced Leeds store.

All other properties are on leases

of various lengths.

Financial review continued

In addition, after this year end, the

Group also introduced an additional

Property Revolving Credit Facility to

a maximum of £10.0m, which will be

used to support capital expenditure

requirements, notably in relation

to new store roll out. This facility

expires in June 2028, in line with the

existing Santander UK Plc available

banking facilities.

Trade and other receivables have

increased to £17.0m (31 March

2025: £13.4m), due to increased

prepayments and a recoverable

VAT debtor.

Trade and other payables, inclusive

of the stock financing facilities,

have increased during the year to

£192.4m (31 March 2025: £155.2m)

mainly reflecting the increased

stocking facility utilisation.

Total lease liabilities of £63.0m

(31 March 2025: £57.4m) reflect

the repayments made during the

period, and the reassessment of

break clauses resulting in extending

the estimated terms of some leases.

Cash flow

Net debt (before lease liabilities) at

31 March 2026 was £8.8m (31 March

2025 Net cash: £6.6m) and this was

influenced by increased capital

expenditure to satisfy strategic

requirements, heavy stock buying

in March as we built up for the busy

Easter period, and the impact of

the share buyback programme and

purchase of shares for future share

scheme requirements. Cash flow

generated from operations was

£18.7m inflow (FY25: £29.0m inflow)

and therefore remains strong.

Capital allocation

The Group’s objective when

managing working capital is to

ensure adequate working capital for

all operating activities and liquidity,

including comfortable headroom to

take advantage of opportunities, or

to weather short term downturns.

The Group also aims to operate an

efficient capital structure to achieve

its business plan.

Our Capital Allocation Policy is

aligned to strategy, whilst rewarding

shareholders by maximising return

through a disciplined deployment

of cash generated.

Organic Growth and Margin

Expansion

• Grow retail volumes ahead of

used car market, and margins,

by investing in new stores, data,

brand, technology and new

income streams

Treatment of Excess Capital

• The Board is committed to

maintaining an efficient balance

sheet; its expectation is that

excess cash, over and above

investment opportunities to

support growth, will be returned

to shareholders, in the form of

share buybacks or dividends

Our Capital Allocation Policy is aligned to

strategy, whilst rewarding shareholders by

maximising return through a disciplined

deployment of cash generated.

Acquisitions

• Consider only if earnings per

share accretive, attractive risk

profile and clear industry logic

Since March 2024, when the

Company recommenced the

buyback and cancellation of

shares programme, £11.7m

(including dividends as well as

share buybacks) has been returned

to shareholders. A further dividend

of 1.2p has been proposed by the

Directors at year end, making the

full year dividend 2.2p, an increase

of 120% on the previous year.

Chris Morgan

Chief Financial Officer

10 June 2026

Strategic Report Financial StatementsGovernance

Motorpoint Group Plc Annual Report and Accounts 2026

Risk management

Our approach to risk management

We understand that effective risk management is vital to protecting our business

and supporting long term growth. It enables informed decision making and helps us

respond confidently to uncertainty. Our approach is grounded in a strong framework

and shaped by our values: Happy, Honest, Supportive and Proud.

Approach to risk management

The Board as a whole is

responsible for maintaining a

policy of continuous identification

and review of the principal risks

facing the Group, which could

threaten its future performance

or business model. On behalf of

the Board, the Audit Committee

reviews the effectiveness of

Motorpoint’s risk management

processes. Motorpoint’s risk

management strategy is a high

priority for the Group, and is

underpinned by the Group Risk

and Compliance Committee,

which all risk owners and subject

matter experts attend quarterly.

The Group Risk and Compliance

Committee has delegated

responsibility, from the Audit

Committee, for formally identifying

and assessing the Group’s risks

annually, measuring them against

a defined set of criteria, and

considering the likelihood of

occurrence and potential impact

to the Group. The Group Risk

and Compliance Committee is

formed of the Executive Board,

risk owning Senior Leadership

Team (SLT) members and subject

matterexperts.

Plc Board

Group Risk and

Compliance Committee

Functional management

Risk management

• Risk appetite set by the Board

• Overall responsibility for risk

management

• Delegated responsibility for

risk management

• Day to day risk management

• Clear escalation routes in place

Group

strategy

and

objectives

Emerging

risks

Finance

Principal

risk review

IT People

Climate

risk review

Audit Committee

Reviews effectiveness

of risk management

Operations

Strategic Report Financial StatementsGovernance

Motorpoint Group Plc Annual Report and Accounts 2026

Risk management continued

Risk management plays an integral

part in the Group’s planning,

decision making and management

processes. All team members have

a responsibility to ensure they

understand the risks in their area

of activity and that they implement

and operate effective controls to

manage the risks.

The Group’s risk management

approach is summarised as follows:

1. Identify potential risks

through scanning the external

environment, as well as

internal processes and the

Group strategy.

2. Assess and assign a value

to the risk to allow it to be

prioritised. Assessing likelihood

for gross (before controls) and

net (after the effect of controls).

3. Respond through planning

future actions based on the

current risk assessment and the

target risk level (which will be

in line with risk appetite). Risks

can be transferred, terminated,

tolerated or treated.

4. Monitor the development of

risks over time through tracking

key risk indicators.

5. Report back to the SLT through

the Group Risk and Compliance

Committee to ensure risks are

being managed in line with risk

appetite.

The Group’s risk profile is reported

to the Executive Board and

Audit Committee for review and

challenge, ahead of final review

and approval by the Board. These

principal risks are then subject

to Board discussion during the

course of the year, as appropriate.

To drive continuous improvement

across the business, the Group

Risk and Compliance Committee

monitors the suitability and

adequacy of controls in place and

the ongoing status of action plans

against key risks quarterly, with

a particular focus for those risks

considered to be outside of the

Group’s risk appetite.

Emerging risks

The Motorpoint Group Risk and

Compliance Committee assumes

responsibility for the identification

and assessment of Motorpoint’s

emerging risks. Our strategy for

emerging risks is as follows:

Identification

The following activities are

completed to identify potential

emerging risks:

• Horizon scanning – including

the review of industry media and

attendance at industry forums

by management, including

members of the Group Risk

and Compliance Committee

• External insights – using

specialist third parties to identify

new and changing risks, such as

upcoming changes to regulation

• Management meetings

– regular Head of Internal

Audit and Risk attendance

at operational management

meetings to discuss potential

new risks. This is further

supported through business

performance reviews conducted

by the CEO and CFO to identify

risks potentially materialising in

business performance

Assessment and reporting

Once identified, emerging risks

are assessed as follows:

• Identify and map out the core

elements of the emerging risk,

including ownership

• Hold workshops with risk

owners to assess the level

of the potential risk

• Identify potential mitigating

actions

• Report on emerging risks

to the Audit Committee

REPORT

Group risk register review by Risk

and Compliance Committee

REPORT

Functional risk register reviewed

by risk owner (SLT member)

IDENTIFY

Identify risk

ASSESS

Assess net risk

ASSESS

Assess gross risk

Identify mitigating

activities/controls

RESPOND

Plan future actions

(if outside risk

appetite)

Document in

risk register

Strategic Report Financial StatementsGovernance

Motorpoint Group Plc Annual Report and Accounts 2026

Risk management continued

We disclose those we believe are likely to have the greatest impact on our business at this moment in time,

and which have been subject to debate at recent Board or Audit Committee meetings.

Changes to emerging and principal risks

During FY26, the Board and the Group Risk and Compliance Committee continued to oversee the Group’s

risk management framework. As part of the annual review, the previously reported 11 principal risks were

consolidated into six broader risks to improve clarity and reduce duplication. This change did not alter the

underlying risk profile.

Emerging risks remain the potential for suppliers and new entrants to sell directly to, or connect, end customers;

technological developments such as autonomous driving and longer vehicle lifespans; changing workforce and

regulatory expectations; and reputational risks linked to aftersales service provision.

How the Board manages risk

The Board and each of its

delegated committees operate

to a prescribed meeting agenda

to ensure that all relevant risks

are identified and addressed as

appropriate. Key management

information is reviewed to

prescribe operating controls and

performance monitoring against

the Company’s strategy and

business plans.

The Directors have particular

responsibility for monitoring

the financial and operating

performance, to ensure that

progress is being made towards

our agreed goals. The Board’s

responsibilities also include

assessing the effectiveness

of internal controls and the

management of risk.

The Board’s annual review

of the effectiveness of risk

management and internal

controls

During the year, the Board

regularly considered all strategic

matters, received key performance

information on operating,

financial and compliance matters

and reviewed the results of

corresponding controls and risk

management. The Board received

from the Audit Committee and

the Executive’s Group Risk and

Compliance Committee timely

information and reports on all

relevant aspects of risk and

corresponding controls. There were

no unresolved concerns in the year.

We concluded that appropriate

controls are in place and

functioning effectively for the period

under review and up to the date

of approval of the Annual Report

and Accounts. The Board considers

that the Group’s systems provide

information which is adequate to

permit the identification of key

risks to its business and the proper

assessment and mitigation of those

risks, in line with the FRC Guidance

on Risk Management.

Based on the work of the Audit and

Risk and Compliance Committees,

the Board has performed a robust

assessment to ensure that: (i) the

principal and emerging risks and

uncertainties facing the Group’s

business have been identified

and assessed and are aligned to

the Group’s business strategies;

and (ii) appropriate mitigation is

in place. The Board also reviewed

the effectiveness of all financial,

operational and compliance

controls. The Board monitors

internal controls through reporting

from the Audit Committee and

the Executive Group Risk and

Compliance Committee. Controls

were deemed to be effective in

theyear.

Principal risks and uncertainties

Details of our principal risks and

uncertainties are shown on the

following pages. This includes

details of mitigating actions

and control activities in place

to address them. It is recognised

that the Group is exposed

to risks wider than those listed.

First line Second line Third line Fourth line

Operational and

management controls

Risk and compliance

monitoring

Internal

audit

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

• Compliance and Data

Protection Officers

• Operational audit

activity

• Risk management

framework

• External specialists

engaged to

monitor and report

on compliance

operations

• Open culture of

challenge to existing

processes and

whistleblowing hotline

• The work of internal

audit, testing first

and second lines

of defence

• The work of

independent external

assurance providers

The Group operates a four lines of defence model across its internal controls, which are summarised

as follows:

Strategic Report Financial StatementsGovernance

Motorpoint Group Plc Annual Report and Accounts 2026

Principal risks and uncertainties

Risk and impact

The UK used car market remains

competitive, with consolidation and

innovation increasing pressure on pricing

and customer experience. Customer

expectations continue to evolve, with

higher reliance on digital research,

convenience and trusted brands.

Brand reputation is critical given the speed

at which social and traditional media can

escalate issues.

Sales volumes also depend on

customers accessing affordable finance;

any tightening of lender appetite or

changes to commission structures could

reduce finance penetration and related

commission income.

Mitigating controls

• Maintain our omnichannel model built

around Choice, Value and Quality

• Continue investment in brand marketing,

digital engineering and data insight,

including EV and emissions related

information

• Customer satisfaction forms part of

bonus and commission calculations

across the business

• Commission regular customer insight

reports to benchmark performance

• Maintain robust internal marketing

capability to improve campaign ROI and

strategic execution

• Monitor market behaviour, competitor

activity and shifts in customer sentiment

• Work with finance partners to ensure

products remain compliant, competitive

and aligned to Consumer Duty

• Reinvest in the customer offer rather

than maximise commission rates

Risk and impact

Events such as fire, flood, economic

shocks, supply chain disruption, inflation,

geopolitical instability or extreme weather

could reduce sales, raise costs or limit

vehicle availability.

Climate change presents both physical risks

(e.g. flood events and rising premiums) and

transition risks (e.g. environmental taxation

and regulatory change).

Disruption to supply chain partners could

impact stock levels and service standards.

Mitigating controls

• Conservative financial approach with

balanced debt and strong cost discipline

• Business continuity plans across stores,

logistics, operations and technology

• Experienced buying team and

longstanding supplier relationships

across diversified supply channels

• Transport model and logistics integrated

with data driven processes to improve

efficiency

• ESG Committee and SLT oversight, with

regular review of the climate risk register

and emerging regulation

• Annual targets to reduce emissions,

energy use and waste; increase recycling

• Internal control and risk management

processes identify and assess

operational and climate related risks,

including horizon scanning

Progress made in FY26

• Delivered website upgrades highlighting our value proposition

• Investment in new agentic AI tools across email and chat, and data query

• Implemented Lily, an AI sales assistant, to improve conversion of previously inactive

leads, resulting in circa 877 incremental sales

• Enhanced search engine optimisation (SEO), customer engagement and paid

media capabilities

• Strengthened customer feedback loops and response times

• Finance offering remained competitive as the cost of money decreased

• Consumer Duty controls embedded with partners

Progress made in FY26

• Updated and rolled out emergency response plans group wide

• Flood plans tested in practice and deemed effective

• Reviewed critical suppliers across the business

• Expanded internal transport model, reducing moves per vehicle

• Increased integration with logistics provider to improve service levels and

delivery frequency

• Increased sourcing channels for vehicles

• Completed detailed climate modelling and developed a climate transition plan

• Focused on flood mitigation and inventory protection at Derby

Dynamic risk assessment: Increasing Decreasing Stable

Competition, market and customers Business resilience and climate change

Strategic Report Financial StatementsGovernance

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Strategic Report Financial StatementsGovernance

Finance and treasury

Principal risks and uncertainties continued

Risk and impact

A failure within our financial reporting,

cash management, treasury operations

or payment processes could result in

inaccurate information, regulatory non

compliance or reduced access to funding.

This could weaken decision making and

limit the Group’s ability to invest andgrow.

Mitigating controls

• Motorpoint uses a selection of finance

facilities to fund its operations including

a stock financing facility secured against

its retail vehicle stock

• The Group has an uncommitted £6.0m

overdraft and a £14.0m Revolving Credit

Facility in place until June 2028 (with a

seasonal £5m increase in H2)

• A treasury policy and set of processes

are in place to govern and control cash

flow activities, including the investment

of surplus cash

• Freight and energy prices are agreed in

advance where applicable, to reduce

volatility and aid margin management

• Forward looking cash flow forecasts and

covenant tests are prepared to ensure

that sufficient liquidity and covenant

headroom exists

Risk and impact

A failure of technology platforms, cyber

attack or data breach could disrupt

operations, lead to regulatory penalties

or damage reputation. Cyber threats

continue to rise.

Mitigating controls

• Formal IT governance processes in place

to cover all aspects of IT management

• Changes to IT services are managed

through a combination of formal

programmes for large and complex

programmes, or bespoke iterative

development methodologies for smaller

scale changes

• Comprehensive third party support in

place for relevant technologies

• Business continuity in place for all major

systems and applications

• Regular vulnerability scans, annual

penetration testing with systematic

methodology to treat identified threats

• Capability to scan for advanced

persistent threats. Real time

identification of applicable threats with

remediation scheduled based on severity

• Business process, authorisation controls

and access to sensitive transactions are

kept under review

• Real-time scanning capability for

advanced persistent threats and lateral

movement

Progress made in FY26

• Completed the implementation of a new finance and general ledger system with

improved automation and extensive controls

• Stocking facilities were successfully negotiated with lenders during the year in

response to increase business activity resulting in increased headroom

• Strong financial position of the Group through increased activity and profitability

growth

Progress made in FY26

• Significant investment in digital transformation is continuing, upgrading and

replacing legacy systems

• Ongoing actions in respect of network refresh programme, hardware refresh

programme and strengthening our change management controls

• Expanded use of multifactor authentication and enhanced off site security protocols

• Strengthened and renewed the data protection policy

• Expanded the IT Security team and deepened partnerships with specialist

third-party providers

• Investment in industry leading product suites to enable cyber and data

security advancements

• Maintaining compliance with our Cyber Essentials certification

• Regular discussions with external advisors to strengthen cyber security

Dynamic risk assessment: Increasing Decreasing Stable

IT systems, data and cyber security

Strategic Report Financial StatementsGovernance

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Strategic Report Financial StatementsGovernance

Regulatory and compliance

Principal risks and uncertainties continued

Risk and impact

Failure to meet legal and regulatory

requirements (including FCA rules,

consumer law, GDPR, employment law

and health and safety) could lead to

fines, claims or reputational damage.

Ongoing FCA and legal developments

create uncertainty over motor finance

commissions.

Mitigating controls

• Operational management is responsible

for liaising with the Company Secretary

and external advisors to ensure that new

legislation is identified, and relevant

action taken

• Whistleblowing procedure and

independently administered helpline

which enables team members to raise

concerns in confidence

• We engage constantly with our finance

partners to ensure our team members

are always up to date on

the FCA best practice

Risk and impact

Failure to attract, develop and retain a

diverse and engaged workforce could

affect execution of strategy.

Health, safety and welfare incidents

could cause serious harm to colleagues,

customers or third parties and lead to

regulatory action and reputational damage.

Mitigating controls

• Mandatory health and safety (H&S)

training for all new starters and

role specific training for stores and

workshops

• Online incident reporting with escalation

to SLT for major incidents

• Third party audits of transport safety,

gates, barriers and fire risk assessments

• Risk assessments conducted by line

managers and expert third parties

• Regular Toolbox Talks to reinforce key

H&S topics

• Strong culture aligned to our Virtuous

Circle; commitment to becoming an

amazing place to work

• DEI commitments embedded in SLT

strategy; updated training issued to

team members

• Regular Board review of Executive

composition and succession

• Remuneration policy and Restricted

Share Awards designed to attract and

retain talent

• Monitoring of retention, engagement

and training completion

Progress made in FY26

• Continued focus in the year from the Group Risk and Compliance Committee ensuring

robust regular oversight and review of compliance matters by the SLT. Continued to

conduct horizon scanning processes to identify changes in regulatory expectations

• Fewer regulated products now sold by the business, reducing the risk of FCA impact

on future product sales

Progress made in FY26

• Expanded unannounced H&S audits across all sites

• Embedded revised near miss and accident reporting

• Enhanced H&S policies and Safe Systems of Work

• Launched Knowledge Hub as a shared process resource

• Updated DEI training delivered to all team members

• Continued focus on succession and talent management

• Offered 10% discount on the employee share scheme

• New Stretch performance incentives introduced for senior managers

Dynamic risk assessment: Increasing Decreasing Stable

Health & safety, people, and welfare

Strategic Report Financial StatementsGovernance

Motorpoint Group Plc Annual Report and Accounts 2026Motorpoint Group Plc Annual Report and Accounts 2026

Strategic Report Financial StatementsGovernance

Viability statement

The Directors have assessed

the prospects of the Group by

assessing its current financial

position, recent and historical

financial performance and

forecasts, business model and

strategy (pages 4 to 14, and 36

to 38), and the principal risks

and uncertainties set out on

pages 42 to 44. In addition, the

Directors regularly review the

long term prospects of the Group,

requirement for headroom on its

stocking and banking facilities

and its long term lease liability

commitments.

Assessment period:

The nearly new and used vehicle

retail industry is inherently fast

paced and competitive. However,

a variety of risk horizons are

relevant. Matters relating to ESG

and climate risks are assessed over

a range of short, medium and long

term periods as disclosed in our

TCFD section on pages 28 to 35. In

addition, the Directors consider the

long term financing arrangements

of the Group, particularly in respect

of leased premises which carry a

weighted average remaining term

of 13 years.

In accordance with the UK

Corporate Governance Code

2024, the Board has assessed

the prospects of the Group over

a period in excess of 12 months

from the date of signing the Group

Financial statements as required

by the ‘Going Concern’ provision.

The Directors have assessed the

viability of the Group over a three

year period, as they believe this

strikes an appropriate balance

between the different risk horizons

over the short, medium and

long term which are used in the

business and is a reasonable period

for considering the Group’sviability.

Total headroom, including the

stocking facilities, undrawn

facilities and available cash, was

£75.4m at the year end. During the

year the Company renegotiated

the terms of both of its stocking

facilities, introducing seasonal

uplifts of £25.0m and £15.0m for

Lombard North Central Plc and

Black Horse Limited respectively,

increasing its total stocking

facility headroom from £165.0m

to £205.0m of which £40.0m is

available throughout the second

half of the year. A further £5.0m

increase to the Lombard facility

was agreed post year end.

In addition, after the year end,

the Group also introduced an

additional Property Revolving

Credit Facility to a maximum

of £10.0m, which will be used

to support capital expenditure

requirements, notably in relation

to new store roll out. This

facility expires in June 2028, in

line with the existing available

bankingfacilities.

The Board considers that the

available headroom, coupled with

the cash generative nature of the

business and the available cash

levers provide a strong degree of

financial resilience and flexibility.

Scenarios:

In making their assessment the Directors considered the Group’s current balance sheet and operational cash

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

Arange of scenarios have been assessed by the Directors, including various possible downside scenarios against

the base case. The Directors opted to model a specific scenario designed to create the conditions required to

breach covenants within the viability period as well as a severe but plausible downside to the base case.

Scenario Outcome

Base case

Based upon the Group’s most recent

approved forecasts.

The base model assumes continued growth in unit

volumes based on current run rates of year on year unit

volume growth uplifted to account for the opening of

new stores, and a prudent estimate based on growth in

the used car market.

The Group is not in breach of any financial covenants

and is able to operate within the finance facility

arrangements. The Group is able to meet all forecast

obligations as they fall due.

Severe but plausible downside

Top down stress testing was applied to the base case

model, taking into account a severe but plausible

downside to business performance, relative to possible

economic pressure and stagnation in the growth of the

used car market.

This included volume and margin pressure, reducing

volume by 20% and an overall gross profit reduction

compared to the base case of 25%.

The Group is not in breach of any financial covenants

and is able to operate within the finance facility

arrangements. The Group is able to meet all forecast

obligations as they fall due.

Reverse stress test

A scenario created to model the circumstances

required to breach the Group’s banking covenants

within the viability period.

The Board considered the potential impacts in preparing

the stress test. The below scenario was analysed:

Reducing unit volumes by 32% from the base case

and decreasing gross profit overall by 41% through

additional margin pressure.

This scenario is designed to result in a covenant

breach within the assessed viability period.

Management believes the combination of severe

downsides to be remote, and that there are numerous

mitigating factors over and above those built into the

reverse stress test modelling which the Board would

consider to avoid a covenant breach.

Strategic Report Financial StatementsGovernance

Motorpoint Group Plc Annual Report and Accounts 2026

Viability statement continued

Conclusions over viability:

The selection of the assumptions

or the sensitised case is inherently

subjective, and whilst the Board

considered these assumptions

to reflect a downside scenario,

the future impact of economic

downturn, interest rate rises

or inflating overhead costs

is impossible to predict with

absolute accuracy.

Whilst the same applies to the

reverse stress test, we note that this

scenario is specifically designed

to demonstrate the point at which

the covenants breach during

the viability period. The reverse

stress test reflects, in the Board’s

opinion, a remote circumstance

and numerous mitigating factors

could be implemented to avoid a

covenant breach in this scenario.

Scenario modelling has been

considered throughout the year

and at year end by management

to formulate response options

against moderate or severe

downturns in sales volumes,

potential margin pressures and

possible cost challenges.

During the year the Group

successfully extended its revolving

credit facility ‘RCF’ agreement to

June 2028 and agreed a seasonal

uplift of an additional £5.0m

bringing the total facility size

throughout the second half of the

financial period to £19.0m (FY25:

14.0m). The Group also has an

uncommitted overdraft facility of

£6.0m which remains in place at

the year end. Both are until June

2028, which is within the viability

period. The Board considers

it reasonable to assume these

can be extended on expiry on

similar terms and at comparable

levels, which represents a key

assumption underpinning the

viability assessment. With respect

to the Group’s stocking facilities,

these have increased from £165.0m

to £205.0m (of which £40.0m is

seasonal) during the year which

the Board deem appropriate given

current market conditions. After

the year end, the limit available was

increased to £210.0m.

The Group has continued to

demonstrate a flexible approach

to trading, both in times of

economic uncertainty and

where opportunities exist. The

Board is mindful of downstream

effects of current geopolitical

and economic uncertainty. The

Group has considered both

restriction of supply and interest

rate increases in its viability

assessment as well as a range of

other macroeconomic factors.

The Group has a strong consumer

offering through its price

leadership and has historically

responded proactively to

consumer uncertainty.

In the eventuality of a period of

prolonged economic downturn

resulting in material reductions in

sales volume or prices, as well as

rising overhead costs, it is possible

that the Group would need to

negotiate changes to its current

banking covenants, but such an

extreme downturn is not currently

considered plausible.

The Group continues to consider

and monitor further potential

mitigation actions it could take

to strengthen its cash position

and reduce operating costs

in the event of a more severe

downside scenario. Such cost

reduction and cash preservation

actions would include but are

not limited to: reducing spend

on specific variable cost lines

including marketing and store

trading expenses; team costs,

most notably sales commissions;

pausing new stock commitments;

and reviewing expansionary

capital spend, dividend and share

buyback activity.

The Directors have also made

use of the post year end trading

performance to confirm that

performance is in line with

expectation. Whilst only a short

period has passed since the year

end, this evidence suggests that

this is the case.

Based on this assessment,

the Board confirms that it has a

reasonable expectation that the

Group will be able to continue in

operation and meet its liabilities

as they fall due over the period

to 31March 2029.

The Board has determined that

the three year period constitutes

an appropriate period over which

to provide its Viability Statement.

This is the period detailed in

our base case model which we

approve each year as part of the

strategic review. Whilst the Board

has no reason to believe the

Group will not be viable over a

longer period, given the inherent

uncertainty involved we believe

this presents users of the Annual

Report and Accounts with a

reasonable degree of confidence

while still providing a medium

term perspective.

Based on this

assessment, the Board

confirms that it has a

reasonable expectation

that the Group will be

able to continue in

operation and meet its

liabilities as they fall

due over the period

to31March 2029.

Strategic Report Financial StatementsGovernance

Motorpoint Group Plc Annual Report and Accounts 2026

Non financial and sustainability information statement

Environmental matters

Stakeholder engagement:

community and environment

Find out more on pages 17 and 18

Climate change risk

a. a description of the Company’s governance

arrangements in relation to assessing and managing

climate related risks and opportunities;

Find out more on pages 28 and 29

b. a description of how the Company identifies, assesses,

and manages climate related risks and opportunities;

Find out more on page 33

c. a description of how processes for identifying, assessing,

and managing climate related risks are integrated into the

Company’s overall risk management process;

Find out more on page 33

d. a description of:

i. the principal climate related risks and opportunities

arising in connection with the Company’s operations,

and

Find out more on page 30

ii. the time periods by reference to which those risks

and opportunities are assessed;

Find out more on page 29

e. a description of the actual and potential impacts of the

principal climate related risks and opportunities on the

Company’s business model and strategy;

Find out more on pages 30 and 31

f. an analysis of the resilience of the Company’s business

model and strategy, taking into consideration different

climate related scenarios;

Find out more on pages 31 and 32

g. a description of the targets used by the Company to

manage climate related risks and to realise climate

related opportunities and of performance against

those targets; and

Find out more on pages 34 and 35

h. a description of the key performance indicators used to

assess progress against targets used to manage climate

related risks and realise climate related opportunities

and of the calculations on which those key performance

indicators are based.

Find out more on pages 34 and 35

Streamlined Energy and Carbon Reporting

Find out more on pages 20 and 21

Energy efficiency actions

Find out more on pages 20 and 21

Going green

Find out more on pages 20 and 21

Our team is also working on a range of projects focused on improving the sustainability of

the business and our impact on the environment.

Related principal risk:

Business resilience and climate change; Regulatory and

compliance

Find out more on pages 42 and 44

Company’s employees

At a glance

Find out more on page 22

Our operating model begins with our team

Find out more on page 02

Our core values

Find out more on page 22

Our stakeholders

Find out more on pages 16 to 18

Winning culture

Find out more on pages 22 to 25

Supporting employee wellbeing

Find out more on page 25

Related principal risk:

IT systems, data and cyber security; Health & safety, people

and welfare

Find out more on pages 43 and 44

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.

Strategic Report Financial StatementsGovernance

Motorpoint Group Plc Annual Report and Accounts 2026Motorpoint Group Plc Annual Report and Accounts 2026

Strategic Report Financial StatementsGovernance

Non financial and sustainability information statement continued

Social matters

Investing in our communities

Find out more on page 17

Supporting great causes

Find out more on page 17

Anti corruption and anti bribery matters

Find out more on page 26

Related principal risk:

Competition, market and customers; Business resilience and

climate change; Regulatory andcompliance

Find out more on pages 42 and 44

Respect for human rights

National living wage

Find out more on page 16

Modern slavery

Find out more on page 26

Treating customers fairly

Find out more on page 26

Related principal risk:

Competition, market and customers; Regulatory and

compliance; Health & safety, people and welfare

Find out more on pages 42 and 44

Anti corruption and anti bribery matters

Whistleblowing hotline, anti corruption and anti bribery

Find out more on page 26

Related principal risk:

Regulatory and compliance

Find out more on page 44

Investment case

Find out more on page 03

Non financial KPIs

Find out more on pages 05 and 22

Business model

Find out more on page 04

The Strategic Report was approved by the Board on 10 June 2026.

Signed on behalf of the Board.

Chris Morgan

Chief Financial Officer

10 June 2026

The Company has various employee centric policies and guidance including: Employee Handbook;

HR Policies, including diversity, equity and inclusion; anti bullying and harassment; whistleblowing;

enhanced maternity leave; paternity leave; health, safety and welfare; data protection; and privacy.

Strategic Report Financial StatementsGovernance

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Strategic Report Financial StatementsGovernance

Governance

50 Board of Directors

52 Introduction to governance

54 Corporate governance report

57 Audit Committee report

62 Nomination Committee report

66 ESG Committee report

67 Remuneration Committee report

70 Remuneration policy

82 Annual report on remuneration

92 Directors’ report

98 Statement of Directors’

responsibilities

Motorpoint Group Plc Annual Report and Accounts 2026

Financial StatementsGovernanceStrategic Report

Motorpoint Group Plc Annual Report and Accounts 2026

Contents Generation – Page Contents Generation – Sub PageContents Generation – Section

Board of Directors

Board split by ethnicity

White British

(or other White)

– 6

Asian/Asian

British – 1

Board split by gender

Male – 4

Female – 3

Experienced team delivering long term value

John Walden

Independent Non Executive Chair

Mark Carpenter

Chief Executive Officer

Chris Morgan

Chief Financial Officer

Appointed: January 2022 Appointed: April 2016 (CEO since May 2013) Appointed: January 2021

Background and career: John has been a

driving force in omnichannel and consumer

driven retailing, as well as leading digital

and transformational change, both in the UK

and US. John’s previous roles include Chair

and Non Executive Director of SCS Group

Plc, Chair of Snowfox TopCo Ltd (Guernsey),

Chair of Naked Wines Plc, Chair of the

Jersey parent company of Holland & Barrett

International, and Non Executive Director of

Celine Jersey Topco Ltd, the Jersey holding

company of Debenhams. John was also

an Executive Director at FTD Companies.

John served as CEO of Argos and its parent

company Home Retail Group Plc, and he

has held several senior roles with Best Buy

Co., including EVP and president of the

internetdivision.

Background and career: Mark was

appointed as Chief Executive Officer in May

2013 following two years as CFO, and has

over 20 years’ experience in motor retail.

Mark was previously Finance Director of

Sytner Group Limited from 2005 to 2010.

Prior to this, Mark was with Andersen, where

he qualified as a Chartered Accountant.

Background and career: Chris was

appointed Chief Financial Officer in January

2021 and is also the Company Secretary for

Motorpoint Group Plc. Chris was formerly

Group Finance Director at Speedy Hire

Plc. Prior to this, Chris held senior finance

leadership positions at Go Outdoors and

Tesco, where he was latterly the finance

director for the Czech Republic and Slovakia.

Chris is a Fellow of the Institute of Chartered

Accountants in England and Wales.

External roles: John is the Founder

of Inversion LLC.

External roles: None. External roles: None.

Committees: Chair of the

Nomination Committee.

Committees: Member of the

Nomination and ESG Committees.

Committees: Member of the

ESG Committee.

Financial StatementsGovernanceStrategic Report

Motorpoint Group Plc Annual Report and Accounts 2026

Contents Generation – Sub PageContents Generation – Section Board of Directors

Board of Directors continued

Mary McNamara

Senior Independent Non Executive Director

Adele Cooper

Independent Non Executive Director

Keith Mansfield

Independent Non Executive Director

Swarupa Pathakji

Independent Non Executive Director

Appointed: May 2016

(will be resigning at the 2026 AGM)

Appointed: March 2020 Appointed: May 2020 Appointed: October 2024

Background and career: Mary was CEO of

the commercial division and Board Director

of the Banking Division at Close Brothers

Group Plc. She spent 17 years with GE in a

number of leadership roles, including CEO

of the European Fleet Services business.

Mary has also spent time with Skandia and

14 years at Harrods.

Background and career: Adele has

extensive marketing and senior leadership

experience, having worked at some of the

world’s leading technology companies,

most recently at Pinterest from June 2015

to December 2019. While at Pinterest, Adele

was responsible for the UK and Ireland,

overseeing strategic, commercial and

operational management. Prior to this,

Adele was with Facebook and Google in a

lead global relationship role and a variety of

regional and global lead roles in marketing

and operations. Adele held the post of Chief

Revenue Officer at &Open until May 2024.

Background and career: A Chartered

Accountant by background, Keith brings

extensive accountancy experience, having

worked at PwC for over 30 years, during

which time he served as Chair of PwC in

London, responsible for assurance, tax

and advisory services. As a partner for

22years, he led services to public and

private companies across a range of

industrysectors.

Background and career: Swarupa is a

qualified accountant and has extensive

experience across multiple sectors, having

worked at Merrill Lynch and Duke Street, a

mid market Private Equity firm. Swarupa was

a Non Executive Director at ScS Group Plc

prior to its sale in January 2024.

External roles: None. External roles: Adele has been a Non

Executive Director of Premier Lotteries

Ireland (FDJ United) since 1 April 2024 and

a Non Executive Director of the Irish Times

since September 2025.

External roles: Keith is the Chair of

Albemarle Fairoaks Airport Limited and a

Non Executive Director on the boards of

Martins Investment Holdings Ltd, Martins

Development Holdings Ltd and Martins

Financial Holdings Ltd. Keith was appointed

as a Director of Fairoaks Airport Holdings

Limited in May 2023 and was also appointed

as a Non Executive Director of Aquila House

Holdings Ltd since December 2024.

External roles: Swarupa is a Non Executive

Director, and a member of the Audit &

Risk, Remuneration, Nomination and

Management Engagement Committees,

at Albion Technology & General VCT Plc.

She was also appointed a Non Executive

Director and chair of the Audit Committee

ofRoadside Real Estate Plc in March 2026.

Committees: Chair of the Remuneration

Committee, member of the Audit,

Nomination and ESG Committees.

Committees: Chair of the ESG Committee,

member of the Audit, Remuneration and

Nomination Committees.

Committees: Chair of the Audit Committee,

member of the Remuneration, Nomination

and ESG Committees.

Committees: Member of the Audit,

Remuneration, Nomination and

ESG Committees.

Financial StatementsGovernanceStrategic Report

Motorpoint Group Plc Annual Report and Accounts 2026

Contents Generation – Page Contents Generation – Sub PageContents Generation – Section

Introduction to governance

Chair’s introduction

Dear Shareholder,

I am pleased to present my

Corporate Governance review for

Motorpoint for FY26. The aim of this

report is to explain Motorpoint’s

governance framework and outline

how it was applied on a practical

basis over the last year.

We have continued to focus on

making strategic progress while

trying to balance our ambitions

with responsible financial

management and remaining

committed to our strategic

direction and to our belief in

the size of our opportunity.

Our profitability growth this year

provides us with the confidence

to focus on our growth plans.

As a Board, we are conscious

that we are accountable to all

our shareholders and hold a

position of responsibility to valued

stakeholders, including team

members, customers, suppliers

and the environment. Throughout

the year, we regularly engage with

our shareholders to ensure there is

a clear understanding of how the

Group’s business is managed to

generate sustainable returns and

long term success.

This has been strengthened in

the past year by having Mr Majed

Hashim, Chair and CEO of Saray

Capital, and the Company’s

largest shareholder, participate

as a board advisor by attending

our quarterly strategic deep

dives. We also listen to the views

of governance advisory firms

and financial institutions and

welcome the opportunity to answer

shareholders’ questions atour 2026

Annual General Meeting(AGM).

Throughout the year, we have

been actively engaging with our

team members, and our site visits

to Derby and Oldbury provided

the Board with the opportunity to

directly hear from our valued team

members on their experiences

of working for the Company, and

how our strategic plans are being

implemented on the ground. We

also hold regular strategy meetings

that provide the opportunity for

senior team members to report on

key initiatives and progress against

ourtargets.

Strategic focus

During the year, the Board held

a series of dedicated strategy

sessions to review the Group’s

long term direction, assess growth

opportunities and support the

delivery of sustainable shareholder

value. Discussions centred on

the expansion of the Group’s

store network, initiatives to

increase market share and the

integration of AI and digital tools to

streamline processes and enhance

proficiency. The Board also invited

external advisors to contribute

independent perspectives and offer

deeper insights.

ESG considerations continued to

be a core focus for the Group and

were embedded across strategic

planning and decision making.

Compliance statements

Throughout the year ended

31March 2026, the Company

has complied with all applicable

provisions of the FRC 2024

Corporate Governance Code

(available at www.frc.org.uk),

with the exception of Provision 29

(internal controls). Provision 29

applies to financial years beginning

on or after 1 January 2026 and

therefore is not mandatory for

the current reporting period.

“ Our priorities for next year are focused

on delivering our long term strategic

plans, underpinned by strong and

effective governance.”

John Walden Chair

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Introduction to governance continued

The Company is in the process

of implementing the necessary

arrangements and will adopt

Provision 29 in full for the year

ending 31 March 2027, with

reporting commencing in the

nextAnnual Report.

Capital allocation

After taking into consideration the

capital required to fund organic

growth, the Company’s ability to

generate cash and the strength of

its balance sheet has led the Board

to conclude that a combination

of share buybacks and dividends

is a good use of the Company’s

resources and beneficial to

shareholders.

During the year, the company

carried out a share buyback

programme of 3 million shares,

representing approximately 3.6% of

the company’s issued share capital,

for a total consideration of£5.0m.

In addition, the company declared

an interim dividend of 1.0p per

share, and a final dividend of

1.2p per share, bringing the total

amount payable in respect of the

year ended 31 March 2026 to 2.2p

(FY25: 1.0p).

Our performance

Every year we review the

performance of the Board. In early

2026, we carried out an internal

Board effectiveness review, with

participation from all members of

the Board. The findings show that

the work we do as a Board and in

our committees continues to be

strong and effective.

Further details of the review and

our plans for FY27 can be found in

the Nomination Committee report.

During the year, the Board reviewed

its composition and considered

succession planning, concluding

that it remained well positioned

with an appropriate balance of

skills, experience and expertise to

deliver the Group’s goals, strategy

and long term objectives.

Biographies for each of the current

Directors are set out on pages 50

and 51.

Mary McNamara will be stepping

down from the Board following

the conclusion of the 2026 AGM.

I would like to thank Mary for her

commitment and dedication to the

Company over her ten year tenure,

and for her personal support and

challenge while I have been Chair.

It has been a real pleasure to work

alongside her, and on behalf of the

whole Company Iwish her well for

the future.

Board priorities

Our priorities for next year are

focused on delivering our long

term strategic plans, whilst being

mindful of market conditions,

all underpinned by a strong and

effective governance framework.

John Walden

Chair

10 June 2026

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The role of the Board

The Board sets the Company’s

strategic aims and ensures that the

necessary resources are in place

to allow the Company’s objectives

to be met in a responsible and

sustainable way that supports long

term growth. It is also responsible

for corporate governance and the

overall financial performance of

the Group. The Board establishes

the Company’s culture, values

and ethics; leading by example in

modelling expected behaviours

and standards and devoting

sufficient time and attention to

the Directors’ roles.

The current Board comprises

the Chair, four independent Non

Executive Directors (including a

Senior Non Executive Director)

and two Executive Directors.

Roles and responsibilities

The Chair’s role

The Chair’s primary role is the

leadership of the Board. By

ensuring that the Directors

receive accurate, timely and

clear information, the Chair is

key in cultivating a boardroom

culture of honesty, openness and

transparency which encourages

debate and constructive challenge,

facilitating an environment within

which the Non Executive Directors

are supported to make an effective

contribution. The Chair sets the

Board’s agenda and ensures

sufficient time is allocated for the

discussion of all agenda items.

The Chair also consults with the Non

Executive Directors, in particular

the Senior Independent Director, on

matters of corporate governance

and ensures all Directors are made

aware of any major shareholders’

issues and concerns.

The Board is satisfied that the

Chair fulfils their responsibilities

in enabling the Board to make

sound decisions.

Chief Executive Officer’s role

The Chief Executive Officer (CEO)

is responsible for the day to day

running of the Group’s business,

including the development and

implementation of strategy

and decisions made by the

Board, as well as the operational

management of the Group.

Chief Financial Officer’s role

The Chief Financial Officer

(CFO) is responsible for the

Group’s financial activities,

including control, planning and

reporting, and also contributes

to the broader management

of the Group’s business. The

CFO supports the CEO with the

development, implementation and

tracking of the Group’s strategy.

Senior Independent

Director’s role

The Senior Independent Director

acts as a sounding board to the

Chair and serves as an intermediary

for the other Directors when

necessary. The Senior Independent

Director is available to shareholders

to assist with addressing any

concerns that may arise.

The Senior Independent Director

also meets with Non Executive

Directors without the Chair present

at least annually and conducts

the annual appraisal of the Chair’s

performance, providing feedback

to the Chair on the appraisal

outputs.

Independent Non

Executive Directors

The Non Executive Directors

bring independence, and a

broad mix of business skills,

knowledge and experience to the

Board. They provide an external

perspective to Board discussions

and are responsible for holding

the Executive Management

team to account on behalf of

shareholders. The Non Executive

Directors constructively challenge

Board discussions and help

develop proposals on strategy.

The independent Directors meet

at least once annually without

the presence of the Executive

Directors.

Non Executive Directors monitor

the reporting of performance

and ensure that the Company

is operating within its agreed

governance and risk framework.

The Company Secretary’s role

The Company Secretary

ensures that effective two way

communication flows between

the Board and its committees and

between senior management and

the Non Executive Directors. The

Company Secretary is responsible

for ensuring that the Board operates

in accordance with the Company’s

corporate governance framework.

The appointment and removal of

the Company Secretary is a matter

for the whole Board.

Matters reserved for the Board

To retain control of key decisions

and ensure that there is a clear

division of responsibility between

the Board and the day to day

operations of the business, the

Board has a formal schedule of

matters reserved for its decision.

These reserved matters include

financial reporting, investment

appraisal and risk management.

The matters were reviewed by

the Board in October 2025 and

remain appropriate for the needs

of the business.

Board committees

The Board operates several

committees to support it in

carrying out its duties. Further

information about the work carried

out by these committees can be

found on the following pages:

• Audit Committee pages

57 to 61

• Nomination Committee pages

62 to 65

• ESG Committee page 66

• Remuneration Committee pages

67 to 69

Board focus during the year

The Board holds regular scheduled

meetings each year, which

incorporate several dedicated

strategy sessions. The meetings

held were a combination of in

person and online.

Key areas of focus during the

year were:

Strategy

• Regularly reviewing progress

against the Strategic Plan

• Overseeing investor relations

and communications

• Monitoring strategic growth

opportunities such as technology

and operational efficiencies,

expansion of services to

customers, and exploration of

other growth opportunities,

including newstores

Corporate governance report

Board leadership and purpose

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Corporate governance report continued

• Receiving comprehensive

updates on core technology

platforms, i.e., Buying App

and NetSuite, identifying

opportunities to modernise

legacy systems

• Overseeing the integration of

artificial intelligence solutions

to streamline customer

processes and enhance service

personalisation

• Receiving regular briefings

from external industry experts

and guest speakers to enhance

independent perspectives

on market trends, regulatory

developments and emerging

risks and opportunities

Financial

• Approved the full year results

announcement and the Annual

Report for the 2025 financial year.

In doing so, the Board considered

that the Annual Report, taken as

a whole, was fair, balanced and

understandable, and provided

the information necessary for

shareholders to assess the

Group’s and Company’s position,

performance, business model

and strategy

• Post year end, the Board

approved the full year results

announcement and the Annual

Report for the 2026 financial year.

In doing so, the Board considers

that the Annual Report, taken

as a whole, is fair, balanced and

understandable, and provides

the information necessary for

shareholders to assess the

Group’s and Company’s position,

performance, business model

and strategy

• Considered the Capital

Allocation Policy, and agreed the

payment of dividends alongside

share buybacks

• Approved the Budget for FY27

• Approved the half year

results, full year results and

trading updates

• Review of Group cash position

and forecasting, including the

monitoring of banking facility

levels and covenant tests

• Monthly performance reporting

and review

Internal control and risk

management

• Reviewed the effectiveness of

the Group’s risk management

and internal control systems

• Carried out a robust assessment

of the emerging and principal

risks facing the Group. Further

information on these principal

risks, the procedures in place

to identify emerging risks and

how these are being managed or

mitigated can be found on pages

39 to 44.

• Approved the viability statement

as disclosed in the FY26 Annual

Report, which sets out that the

Group will be able to continue in

operation and meet its liabilities

as they fall due over the next

three years. The Board deemed

a three year period to the end

of FY29 would be appropriate,

taking into account the Group’s

current position and the

potential impact of the principal

risks and uncertainties

• Considered and approved the

adoption of the going concern

basis of accounting in preparing

the half and full year results

• Approved updates to the

Treasury policy

People, talent and culture

• Succession planning and talent

development for all senior roles

• Reviewed the results of the

engagement survey

• Ensured safe and comfortable

working environments

• Reviewed the organisation

structure to ensure alignment

with trading conditions

• Reviewed the proposed updated

remuneration policy

• Reviewed the Special

Performance Incentive Awards

for eligible team members

• Reviewed Restricted Share

Awards for eligible team

members

• Implemented a SAYE Share

Plan for colleagues for the

three year period commencing

February 2026

Governance, compliance

and ethics

• Approved AGM business, such

as the Notice of Meeting and

related ancillaries

• Carried out an internal Board

evaluation, reviewed the report

and recommendations and

agreed an action plan

• Assessed the independence

of all Directors

• Reviewed and updated the

Terms of Reference for the Audit

Committee, Remuneration

Committee, Nomination

Committee and ESG Committee

Board independence and

appointment terms

The Board has reviewed the

independence of each Non

Executive Director and considers

each of them to be independent

of management and free from

business or other relationships that

could interfere with the exercise

of independent judgement. The

Company meets the requirement

under Provision 11 of the 2024

Code that at least half of the Board,

excluding the Chair, are Non

Executive Directors who the Board

considers to be independent.

The Board believes that any shares

in the Company held personally by

a member of the Board serves to

align their interests with those of

the shareholders.

The terms and conditions of

appointment of the Non Executive

Directors are contained within their

Letters of Appointment. The terms

of appointment for the Directors

confirm they are expected to

devote such time as necessary

for the proper performance of

their duties. The Board reviews

and approves, as necessary, any

additional external appointments

the Directors may look to obtain.

The CEO and CFO do not currently

have a non executive directorship

on any other listed company board.

Board meetings

The Board met regularly to

discharge its duties effectively.

Directors are provided with

meeting papers approximately one

week in advance of each Board or

Committee meeting. Members of

the Senior Leadership Team are

regularly invited to attend Board

meetings to present on their

specific area of responsibility.

“ The findings of our board effectiveness

review show that the work we do as a

board and in our committees continues

to be strong and effective.”

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Chris Morgan Mary McNamara Adele Cooper

Swarupa Pathakji

Board (8 meetings) Nomination Committee (2)Audit Committee (3) Remuneration Committee (6) ESG Committee (2) Meeting not attended

Mark Carpenter John Walden Keith Mansfield

Corporate governance report continued

Board and Committee attendance FY26

Board and Committee

attendance FY26

The Board has regular scheduled

meetings throughout the year, in

addition to Board calls as and when

needed. Directors’ attendance at

Board and Committee meetings

during the year is outlined below.

Annual General Meeting

The 2026 AGM will be held on 23

July 2026. The Notice convening

the 2026 AGM will be circulated

to shareholders separately, along

with details on how shareholders

can raise questions to the Board

in advance. We will ensure that

shareholders are kept informed

using the Notice of Meeting, our

website, and relevant regulatory

announcements as appropriate.

Conflicts of interest

In line with the Companies Act

2006, the Company’s Articles of

Association allow the Board to

review any potential conflicts of

interest that may arise and impose

limits or conditions as appropriate.

The Board has an agreed formal

process for the Directors to

disclose any conflicts of interest.

Any decision of the Board to

authorise a conflict of interest is

only effective if it is agreed without

the conflicted Director(s) voting or

without their votes being counted.

In making such a decision, the

Directors must act in a way they

consider in good faith will be most

likely to promote the success of the

Group.

Independent advice

The Directors may take independent

professional advice, if necessary, at

the Company’s expense.

Board training and development

Directors are continually updated on

the Group’s business, the markets

in which the business operates and

changes to the competitive and

regulatory environments, through

presentations and briefings to the

Board from Executive Directors and

the Senior Leadership Team.

Directors received briefings from

the Company Secretary during the

year on governance and compliance

matters and relevant legislative

changes, as well as briefings on

pertinent topics as part of the

regular in person strategy sessions.

Relations with shareholders

All shareholders have access to the

Chair and the Senior Independent

Director, who are available to

discuss any questions which

shareholders may have in relation

to the running of the Company.

Throughout the year, the Group

regularly engaged with its

shareholders to ensure a clear

understanding of how the business

was managed to generate

sustainable returns and support

long term success. Mr Majed

Hashim, Chair and CEO of Saray

Capital, attends the strategic deep

sessions to provide his insights as

the Company’s largest shareholder.

The Board also engaged

directly with shareholders on the

remuneration policy that will be

put to a vote at the 2026 AGM.

The Board recognises the need

to ensure that all Directors are

fully aware of the views of major

shareholders. Copies of all analysts’

research relating to the Company

are circulated to Directors upon

publication. The Company receives

a monthly Investor Relations report,

which includes an analysis of the

Company’s shareholder register.

John Walden

Chair

10 June 2026

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The successful completion of the

finance transformation programme

was a significant milestone. The

implementation of Oracle NetSuite

has strengthened the control

environment and enhanced the

efficiency and reliability of our

financial reporting processes.

Work continues to build on this

foundation and unlock further

benefits.

During the year, the Group also

underwent a review by the Financial

Reporting Council of the prior

year’s Annual Report and Accounts.

The process was constructive and

the outcome was positive, with no

substantivefindings.

We also completed a formal external

audit tender. The Committee

recommended, and the Board

approved, the reappointment

of PwC. Their strong sector

knowledge, audit quality and

competitive proposal meant they

remained the best placed firm to

actas the Group’s auditor.

We strengthened the internal audit

function through the appointment

of a new Head of Internal Audit &

Risk, ensuring continued leadership

and capability as the Group’s

control environmentevolves.

I would like to thank my

fellow Committee members,

management, and colleagues

across the business for their

commitment and support

throughout the year.

Committee composition

andmembership

The Committee comprises four

independent Non Executive

Directors. The Board considers the

Committee to have appropriate

sector and financial expertise,

with biographical details set out

on page 51. I am the designated

member with recent and relevant

financial experience, following my

30-year career with PwC.

The CEO and CFO attend meetings

by invitation. The external auditor,

PwC, and the Head of Internal Audit

& Risk attend relevant sections

of each meeting and have direct

access to the Committee.

Audit Committee report

Committee Governance

Committee membership

andattendance

During the year, the

Committee comprised:

• Keith Mansfield (Chair)

• Adele Cooper

• Mary McNamara

• Swarupa Pathakji

The Committee met three

times during the year, and

attendance is set out in the

table on page 56.

Dear Shareholder,

I am pleased to present the Audit

Committee’s (the Committee)

report for FY26. This report outlines

how the Committee fulfilled its

responsibilities for the year ended

31 March 2026, including oversight

of financial reporting, internal

controls, risk management and

external audit.

Audit Committee Chair’s statement

“ This year marked an important step

forward as the finance transformation

programme reached completion, delivering

a stronger control environment and more

efficient financial processes across the

Group. We are now focused on realising

the full benefits of this investment while

maintaining high standards of financial

reporting, risk management and

audit quality.”

Keith Mansfield Audit Committee Chair

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Audit Committee report continued

Role of the Committee

The role and responsibilities of the

Committee are set out in its terms

of reference, which are available

on the Company’s website

motorpoint.co.uk/plc.

The main responsibilities of the

Committee are listed below:

• monitor the integrity of

the Financial statements of

the Company, including its

annual and half yearly reports,

preliminary announcements and

any other formal statements

relating to its financial

performance, and review and

report to the Board on significant

financial reporting issues

and judgements which those

statements contain, having

regard to matters communicated

to it by the auditor

• review the content of the Annual

Report and Accounts and advise

the Board on whether, taken as

a whole, it is fair, balanced, and

understandable and provides

the information necessary

for shareholders to assess

the Company’s performance,

business model and strategy

and whether it informs the

Board’s statement in the Annual

Report on these matters that is

required under the Code

• keep under review the

Company’s internal financial

controls systems that identify,

assess, manage and monitor

financial risks, and other

internal control and risk

management systems

• review and approve the

statements to be included in

the Annual Report concerning

internal control, risk

management, including the

assessment of principal risks

and emerging risks, viability

statement and going concern

• review and discuss reports from

the internal audit function

• review the adequacy and security

of the Company’s arrangements

for its employees, contractors

and external parties to raise

concerns, in confidence, about

possible wrongdoing in financial

reporting or other matters

• review the effectiveness of

risk management and internal

control policies in relation to

ESG matters

• monitor the statutory audit

of the consolidated Financial

statements

• review significant financial

reporting issues

• recommend to the Board the

reappointment of the external

auditor and approve their

remuneration and terms of

engagement

• monitor and review the external

auditor’s independence and

objectivity, and the effectiveness

of the external audit process,

including considering relevant

UK professional and regulatory

requirements and the

appropriateness of the

provision by the auditors

of non audit services

The Terms of Reference

authorise the Committee to

obtain independent legal or

other professional advice at

theCompany’s expense.

The Audit Committee has had

regard to, and where applicable

complied with, the FRC Audit

Committees and the External

Audit: Minimum Standard.

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Audit Committee report continued

Summary of the key Committee activities during the year

Financial reporting

• Reviewed the Annual Report and Accounts

to 31 March 2026 and half year results to

30September 2025

• Reviewed the going concern and viability

statements

• Agreed the application of key accounting

judgements and estimates and considered

whether the Annual Report and Accounts is fair,

balanced and understandable

• Concluded whether the Company has adopted

appropriate accounting policies and made

appropriate estimates and judgements

• Reviewed the clarity and completeness of

disclosures in the Financial statements and the

context in which statements are made

• Reviewed all material information presented with

the Financial statements, including the Strategic

report and the corporate governance statements

relating to the audit and to risk management

Internal control, risk management and

internal audit

• Reviewed and approved the risk management

framework

• Assessed the work done to prepare for provision

29 and agreeing the definition of ‘material

controls’

• Reviewed the work of internal audit and

management’s response to associated

remediation actions

• Met with internal audit without management

• Detailed review of the Group’s risk register,

including principal risks, emerging risks, and

climate related risks

• Approved the internal audit plan, including

amendments to the plan during the year

• Reviewed the detailed cyber security risk

with support from an expert third party

External audit

• Chair met and had discussions with PwC as

part of the audit process

• Performed an external audit tender process

during the year and PwC was reappointed

following an assessment of audit quality,

expertise and value

• Reviewed the external audit plan and review of

effectiveness

• Reviewed the non audit services policy (NAS) and

confirmed a general presumption that PwC is not

best placed to offer NAS so as to safeguard their

independence, with possible exceptions noted

in respect of a future requirement for assurance

over ESG and internal controls which the Group’s

external auditor is well placed to deliver

• Reviewed findings from the external auditor on

the FY26 year end audit, and followed up on the

FY25’s recommendations

Other matters

• Reviewed the Group’s tax and treasury policies

• Reviewed and approved the Committee terms

of reference

• Oversaw the implementation of the new finance

system, NetSuite

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Annual Report

The Committee has undertaken

a review and assessment of

the Annual Report in order to

determine whether it can advise

the Board that, taken as a whole,

the Annual Report is fair, balanced

and understandable, and provides

shareholders with the information

they need to assess the Company’s

position, performance, business

model and strategy.

In doing this, the Committee

considered the following:

• the description of the business is

consistent with the Committee’s

own understanding

• the narrative of the Strategic

report fairly reflects the

performance of the Group over

the period reported on

• that there is a clear and well

articulated link between all areas

of disclosure including going

concern and viability

• the findings from the external

auditor as part of the FY26 year

end audit

All relevant issues relating to

the Annual Report were fully

discussed at the Committee

meeting in June 2026.

The Committee has concluded

that the Annual Report, taken

as a whole, is fair, balanced and

understandable and that it can

advise the Board as required by the

2024 Code and other relevant rules

and regulations.

Going concern and

viability statement

The Company is required to include

statements in its Annual Report

relating to going concern and

viability. The Committee reviewed

and discussed with management

and concluded that the Financial

statements can be prepared on a

going concern basis and that there

is a reasonable expectation that

the Group will be able to continue

in operation and meet its liabilities

as they fall due over at least a 12

month period after the signing of

the Financial statements.

The Directors assessed the

prospects of the Group over a

three year period, which reflects

the budget and planning cycle

adopted by the Group and is in line

with the viability assessment of

the Group. The assessment of the

Group’s prospects, together with

the Group’s going concern and

viability statement, are set out on

pages 96 and 97, and pages 45 and

46 respectively of the report.

Audit Committee report continued

Area of focus Details of Committee review

Reference to

Financial statements

Inventory

Valuation

In assessing inventory valuation, the Committee considered the

increase in inventory levels, market prices at the balance sheet date

and the level of overage stock. Management and the external auditor

reported on the work completed to assess the key estimates supporting

inventory provisions.

During the year, management expanded the use of data analytics

and AI-driven insights to improve pricing and metal-margin visibility,

supporting more timely stock decisions and lowering provision risk.

The Committee concluded that the approach to determining net

realisable value, including management’s provisioning estimates,

remained balanced and appropriate.

Note 19

Contingent

Liabilities

In light of the ongoing FCA review (page 26), the Committee

considered updates from Management, regulators and external

subject-matter experts. After evaluating the information available,

the Committee agreed with Management’s assessment that no

present obligation existed at the reporting date and that an outflow

of economic resources was not probable. Further detail is provided

in note 33.

Note 33

Significant matters considered by the Committee in relation to the Financial statements

In the preparation and final approval of the Financial statements, the Committee discussed with management

the key sources of estimation and critical accounting judgements. The Committee considered the following

significant matters in relation to the FY26 Financial statements:

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Internal audit

The Committee approved the

appointment of a new Head

of Internal Audit and Risk

during the year. Internal audit

supported key elements of the

finance system transformation,

including readiness work, control

design and post implementation

testing, and contributed to the

Group’s corporate governance

preparations. Risk-based reviews

undertaken in FY26 included:

• Health and safety

• Stock management

• Finance system transformation

• FCA regulations

The Committee assessed the

effectiveness of the internal audit

function through regular reporting

and oversight, and is satisfied

that its work and expertise remain

appropriate for the needs of the

business.

External Auditor Independence

There are a number of robust

policies in place to safeguard the

independence of the external

auditor. In line with best practice

to retender the external audit

contract every ten years, the

Committee conducted a formal

tender process during the year.

Astructured evaluation, supported

by internal scorecards, assessed

proposals against criteria including

audit quality, technical capability,

sector knowledge, resourcing,

transition planning, independence

and value for money. Following

this assessment, the Committee

concluded that PwC’s submission

best met the Group’s requirements,

combining strong audit quality

with a competitive commercial

proposal. The Board approved the

Committee’s recommendation

and PwC was reappointed as the

Group’s external auditor. As such

the next retender is due no later

than the year ending 31 March 2037.

In accordance with the Auditing

Practices Board standards, the

lead audit partner at PwC will be

rotated every five years to ensure

continuing independence. Mark

Foster, the current audit partner,

assumed this responsibility for the

year ended 31 March 2025 and has

the required skills and experience.

There are no contractual obligations

that restrict the Company’s choice

of external auditor.

External auditor effectiveness

The Committee conducts an

annual review of external audit

effectiveness, covering the auditor’s

independence, audit planning,

approach and delivery, the expertise

and resourcing of the audit team,

and the quality of communication

throughout the audit cycle. To

support this assessment:

• the terms, areas of responsibility,

duties and scope of work of the

external auditor as set out in the

engagement letter are reviewed

at the Committee meetings

• the Committee discusses and

agrees at the planning stage the

draft list of specific audit risks

• the Committee assesses the

audit plan in advance of the

year end and discusses audit

planning and focus, quality,

staffing, fees and accounting

policies with the auditor

• the Committee receives

post audit feedback from

management and the auditor

in relation to the conduct of

the audit and where significant

time is spent

• during the conduct of the

audit, the Committee considers

the auditors’ challenge of

management assumptions

and judgements

• the Committee meets with

the auditor in the absence

of management to receive

and discuss feedback on the

conduct of the audit

• all Committee members, key

members of management, and

those who regularly provide

input into the Committee provide

feedback on how well PwC

performed the year end audit

• the feedback and conclusions

are discussed, along with

the conclusion regarding

specific audit risks, with an

overall conclusion on audit

effectiveness reached. Any

opportunities for improvement

are brought to the attention of

the external auditor

The Committee concluded that

PwC provided an effective,

independent and objective audit

and that the Committee was

therefore satisfied that it had

obtained a high quality audit. The

Committee agreed to recommend

to the Board the reappointment of

PwC as the Group’s external auditor

and a resolution to this effect will

be proposed at the 2026 AGM.

Non audit services

To further safeguard the

independence and objectivity of

the external auditor, non audit

services provided by the external

auditor are considered, and where

appropriate authorised, by the

Committee in accordance with

a non audit services policy.

This policy limits the amount and

type of services undertaken by

our auditor. Permitted services

are subject to a cap of 70% of the

average of the fees paid for the

statutory audits over a three year

period. The committee reached

a general presumption that PwC

is not best placed to offer non

audit services so as to safeguard

their independence. There could

be future possible exceptions

in respect of a requirement for

assurance over ESG and internal

controls which the Group’s external

auditor is well placed to deliver.

Non audit services provided

by PwC only relate to access

to the auditor’s generic online

accounting manual.

Keith Mansfield

Audit Committee Chair

10 June 2026

Audit Committee report continued

“Having reviewed the financial and non financial disclosures together, the

Committee is satisfied that it can advise the Board that the Annual Report, taken as

a whole, is fair, balanced and understandable and that it enables shareholders to

assess the Company’s position, performance, business model and strategy.”

Financial StatementsGovernanceStrategic Report

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Contents Generation – Page Contents Generation – Sub PageContents Generation – Section

Nomination Committee report

Committee Governance

Committee membership

andattendance

During the year, the

Committee comprised:

• John Walden (Chair)

• Adele Cooper

• Keith Mansfield

• Mary McNamara

• Swarupa Pathakji

• Mark Carpenter (CEO)

The Committee met twice

during the year, and

attendance is set out in the

table on page 56.

Nomination Committee Chair’s statement

Dear Shareholder,

I am pleased to present the report

of the Nomination Committee

(the Committee) for FY26.

The Nomination Committee keeps

under regular review the structure

and composition of the Board and

its committees and ensures that

the Board and Executive leadership

has the appropriate balance of

skills, expertise and experience

to support the Company.

In FY26, the Committee met twice,

where significant focus was on

board composition and succession

planning for the Board. The

Committee also commissioned an

internal board effectiveness review

to build on the actions identified

in the previous year’s review.

Succession planning for Executive

Directors and the Senior Leadership

Team was also considered in

detail. The Committee is satisfied

that the composition of the Board

is balanced and effective, and

that the appropriate corporate

governance standards and

practices are in place.

Following the internal Board

performance review in early

2026, the Committee discussed

the results of the review, which

confirmed the Board and its

committees continued to be

effective with strong ratings

across all areas. The Committee’s

discussions identified some

areas that should be kept under

review in FY27, including the

development of strategic KPIs,

and increasing interaction with

the wider workforce.

As part of this process, the

Committee assessed the ongoing

independence of Mary McNamara,

who has served on the Board

for more than nine years. The

Committee recognised her

significant contribution and the

effective independent challenge

she continued to provide and had

asked her to stay on for a further

year in order to support succession

plans. As planned, Mary will now

step down from the Board at the

conclusion of the 2026 AGM.

Following Mary’s departure,

Adele Cooper will assume the

role of Chair of the Remuneration

Committee and has been working

closely with Mary to ensure a

smooth transition. Keith Mansfield

will assume the position of the

Senior Independent Director

alongside his role as Chair of the

Audit Committee, and Swarupa

Pathakji will take on the role of

Chair of the ESG Committee.

“ The Committee is satisfied that the composition

of the Board is balanced and effective, and that

the appropriate corporate governance standards

and practices are in place.”

John Walden Nomination Committee Chair

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Contents Generation – Sub PageContents Generation – Section Nomination Committee report

Committee responsibilities

The Committee is responsible for:

• Board composition: The

Committee considers the

balance of skills, diversity,

knowledge and experience of the

Board and its committees and

reviews the Board’s structure,

size and composition, including

the time commitment required

from Non Executive Directors

• Board and executive

nominations: The Committee

leads on the recruitment

and appointment process

for Directors and makes

recommendations regarding any

adjustments to the composition

of the Board

• Board and executive succession

planning: The Committee

proposes recommendations to

the Board for the continuation

in service of each Director

and ensures that the Board

is well prepared for changes

to its composition and that

appropriate succession plans

are in place

The Committee has formal Terms

of Reference which are reviewed

annually and are available on the

Company’s website.

Activities of the Committee

During the year the main activities

of the Committee were as follows:

• Considered succession

planning for the Executive and

Senior Leadership Team, and

for the Board

• Facilitated Mary McNamara’s

planned departure and prepared

a smooth transition

• Discussed and agreed

the appointments of new

Committee Chairs and Senior

Independent Director

Composition of the Board as at

31March 2026

INED/Executive split

Chair 1

INED

(excluding the Chair) 4

Executive 2

Diversity and inclusion

The Board is committed to building

a diverse and inclusive business

where everyone is treated fairly

and with respect and within

which every employee has the

opportunity to make a meaningful

contribution to the Company’s

vision and values.

The Board policy on diversity,

equity and inclusion, sets out the

approach to diversity in respect

of the Board of Directors. This

policy sits alongside Motorpoint

employee policy, which sets out

the Company’s commitments to

create a positive and inclusive

environment where everyone can

learn, grow and succeed. The

Board is committed to ensuring

that its composition, and that

of each of its committees,

comprises an appropriate

balance of skills, knowledge and

experience. Diversity is a vital

part of the continued assessment

and enhancement of board

composition, and the Board

recognises the benefits of diversity

amongst its members. All Board

appointments are made on merit,

in the context of achieving the

right balance of skills, experience,

independence and knowledge

which the Board as a whole

requires to be effective, taking

account of diversity in

the manner described above.

“ The Company is committed to creating a positive

and inclusive environment where everyone can

learn, grow and succeed.”

Nomination Committee report continued

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Nomination Committee report continued

White British (or other White)

Black/African/Caribbean/Black British

Mixed/Multiple Ethnic Groups

Other ethnic group, including Arab

Asian/Asian British

Not specified/prefer not to say

Number of

Board members

Number of senior

positions on the

Board (CEO, CFO,

SID, Chair)

Percentage of

the Board

Number in executive

management

(excluding Executive

Directors)

Percentage

of executive

management

(excluding Executive

Directors)

Reporting table on ethnicity representation

Women

Men

Not specified/prefer not to say

Number of Board

members

Number of senior

positions on the

Board (CEO, CFO,

SID, Chair)

Percentage of the

Board

Number in executive

management

(excluding Executive

Directors)

Percentage

of executive

management

(excluding Executive

Directors)

Reporting table on sex/gender representation

57%

43%

3 3 75%

1 1 25%

1 4

3 75%

1 25%

86%

14%

The Financial Conduct Authority

(FCA) requires listed companies

to make disclosures in relation

to gender and ethnic diversity at

Board and executive management

level. The targets are that at

least 40% of the Board should

be women, at least one of the

senior Board positions should be a

woman, and at least one member

of the Board should be from an

ethnic minority background.

As at 31 March 2026, 43% of the

Board of Directors are women, the

Senior Independent Director is a

woman, and one member of the

Board of Directors is from an ethnic

minority background.

The Committee continues to

promote a culture that actively

celebrates diversity throughout

the Company, and Nomination

Committee discussions around

succession planning during FY26

have clarified the Board’s intentions

in this regard.

The charts on the right identify the

gender identity and ethnic diversity

of members of the Board and

executive management.

As part of the Company’s

commitment to Diversity, Equality

and Inclusion there are a number of

data collection points throughout

the employee experience that

allow tracking of performance

against the objective of having

a truly diverse workforce and

inclusive culture. This starts

at the recruitment stage with

an Applicant Tracking System,

which facilitates the gathering

of data on all applications. Right

to work checks are completed

for all hired employees and form

a further opportunity for data

capture. Finally, as part of this

disclosure, each member of the

team is asked how they identify

within the outlined categories,

including sexual orientation, ethnic

background and any disabilities.

The Board’s composition and

size is kept under review by

the Nomination Committee to

retain an appropriate balance of

skills, experience, diversity and

knowledge of the Group. The Board

also recognises the importance

of diversity and inclusion at

senior management level. The

Group’s SLT is made up of six

members, including the CEO and

CFO. Information on initiatives

on diversity and inclusion can be

found in the People section of the

Strategic report on pages 22 to 25.

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Board and Committee Performance Review

The Board undertakes a formal review of its performance, and that of each Director on an

annual basis. The principal committees of the Board also undertake an annual review of their

effectiveness in accordance with their Terms of Reference. In FY25, the Board identified two

key action points arising from the review, and measured the steps taken throughout the year

to achieve them. An update on progress in these areas can be found in the table below.

FY25 Issue/

Recommendation Action Progress during FY26

SLT succession

planning

Nomination Committee to

focus on succession planning

at senior leadership level, to

support with the oversight of the

Company’s talent pipeline, whilst

also factoring in the Company’s

diversity, equity and inclusion

objectives.

A full review of all direct reports into SLT took

place, which identified strengths, development

areas and ambitions of the respective

individuals.

Stakeholder

engagement

Carry out a full review of the

Company’s stakeholders,

assessing the best approach for

engaging with each party.

A deep dive session into the Company’s

stakeholders took place, which explored current

engagement practices, and how the Board

could be kept up to date with those issues

that matter most to each stakeholder group. A

summary of the Company’s stakeholders can be

found on pages 16 to 18 of this Annual Report.

In early 2026, the Board carried out an internal performance review of the Board and its

committees. The review covered a range of matters including the balance of contributions,

quality of debate and constructive challenge, senior leadership succession, stakeholder

engagement, the effectiveness of agenda planning and the quality and timeliness of meeting

papers.

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

were discussed and actions were agreed and adopted at the April 2026 Nomination

Committee meeting. The review confirmed that the Board, its committees and each

Director performed strongly and effectively, with all areas of the review rated highly. It was

acknowledged that whilst all areas were scored well, the Board would continue to strive for

improvement in certain priority areas for FY27, which are set out in the table below.

FY27 area of focus Action

Strategic oversight

The Company’s strategy was well understood, and the regular

strategy sessions held during the year were confirmed to be working

well. It was agreed that a set of strategic KPIs should be developed to

align with the strategic pillars and allow the Board to have enhanced

oversight of progress.

Workforce engagement

To build on the work over previous years in developing stronger

relationships with the SLT, it was agreed to assess ways of increasing

engagement with the wider workforce, including attendance at SLT

meetings, the management conference, and workforce engagement

sessions alongside store visits.

Election or re-election of Directors

In compliance with the 2024 Code, all current Directors, apart from Mary McNamara, will

stand for re-election at the forthcoming AGM. The Board has determined that all Directors

standing for election or re-election at the AGM continue to be effective, hold recent and

relevant experience and continue to demonstrate commitment to the role.

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

Notice of AGM.

John Walden

Nomination Committee Chair

10 June 2026

Nomination Committee report continued

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Contents Generation – Page Contents Generation – Sub PageContents Generation – Section

Committee Governance

Committee membership

andattendance

During the year, the

Committee comprised:

• Adele Cooper (Chair)

• Keith Mansfield

• Mary McNamara

• Swarupa Pathakji

• Mark Carpenter (CEO)

• Chris Morgan (CFO)

The Committee met twice

during the year. Attendance is

set out in the table on page56.

Dear Shareholder,

I am pleased to present the

report of the ESG Committee

(the Committee) for FY26. The

principal purpose of this report

is to look back over the financial

year ended 31 March 2026

and describe the Committee’s

responsibilities and activities

during the year. In addition to my

Committee responsibilities, I also

attended management’s internal

ESG meetings, and I continue to

be impressed with Motorpoint’s

commitment to doing what is right

and responsible.

The Committee oversees the

development and implementation

of the Group’s ESG strategy and

monitors its performance in relation

to ESG matters.

In FY26, the ESG Committee met

twice where it continued to focus

on the Group’s sustainability and

diversity objectives. During the

year, the Committee discussed ESG

considerations as part of executive

remuneration and long term share

plans. Initiatives to reduce energy

usage continue to be an important

area of focus for the Committee.

In addition, the Committee has

been working closely with the

HR Director to review the People

agenda, which has included

a refresh of the learning and

development opportunities

available to team members.

Committee composition and

membership

The Committee currently

comprises four independent Non

Executive Directors, the CEO and

CFO.

Only members of the Committee

are entitled to attend the meetings.

Key team members, such as the

Head of Internal Audit and Risk,

and HR Director, may be invited

to attend for all or parts of any

meeting, as and when appropriate.

Role of the Committee

The role and responsibilities of

the Committee are set out in its

Terms of Reference, which were

reviewed in FY26 and can be found

on the Company’s website. The key

objectives of the Committee are to:

• assist the Board in overseeing

the development and

implementation of the Group’s

ESG strategy and monitoring its

performance in relation to ESG

matters

• oversee and support stakeholder

engagement on ESG matters,

including, but not limited to,

understanding stakeholder

reporting expectations

• review, prior to approval by the

Board, the ESG matters to be

presented in the Company’s

Annual Report and monitor the

integrity of these reports

• oversee and monitor the

Group’s progress against any

net zero, decarbonisation or

other environmental, social or

governance strategies

• make proposals to the

Remuneration Committee

regarding appropriate ESG

related performance objectives

for Executive Directors, and

provide an assessment as to the

outcomes of the ESG related

performance objectives as at the

end of the reporting period

I would like to thank my colleagues

in the Committee for their valued

contributions, as well as extending

my thanks to our colleagues

within the business who have

enthusiastically embraced the

Group’s vision

and aims in relation to ESG.

Adele Cooper

ESG Committee Chair

10 June 2026

ESG Committee report

ESG Committee Chair’s statement

“ I continue to be impressed with Motorpoint’s

commitment to doing what is right and

responsible.”

Adele Cooper ESG Committee Chair

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Motorpoint Group Plc Annual Report and Accounts 2026

Contents Generation – Sub PageContents Generation – Section ESG Committee report

Remuneration Committee report

Remuneration Committee

Chair’s statement

Committee Governance

Committee membership

andattendance

During the year, the

Committee comprised:

• Mary McNamara (Chair)

• Adele Cooper

• Keith Mansfield

• Swarupa Pathakji

The Committee met six

times during the year and

attendance is set out in the

table on page 56.

Dear Shareholder,

I am pleased to present the

Company’s Directors’ Remuneration

Report for the financial year ended

31 March 2026. This report is split

into two sections:

• the new Directors’ Remuneration

policy, which sets out the

remuneration policy that will be

subject to a binding shareholder

vote at the 2026 AGM

• the Annual report on

remuneration, which includes

this statement and sets out in

detail how the remuneration

policy has been applied in the

year to 31 March 2026, as well

as how the new policy will be

applied in the forthcoming

year. This will be subject to an

advisory shareholder vote at the

2026 AGM

Performance for FY26 and

remuneration outcomes

FY26 was a year of strong

performance for the Group,

with revenue increasing by 8.1%

and profit before tax of £7.5m

representing growth of 82.9% on

prior year. Our data-led approach

and continued technology

investment have contributed to this

growth and outperformance of the

wider used car market.

As a result of this performance,

the FY26 annual bonus targets

were achieved at an above-target

level and in some cases above the

stretch level of the target range,

with an overall payout of 77.0%

of maximum. The Committee is

comfortable this level of bonus

payout is reflective of the broader

overall performance delivered

during the year.

The Restricted Share Awards

(RSAs) granted to the CEO, CFO

and other senior management in

June 2023 will vest in June 2026.

The Committee reviewed the

performance underpin that requires

the Committee to be satisfied that

business performance is robust and

sustainable and that management

has strengthened the business over

the three-year period to 31March

2026. During this time, the

Company has returned to profitable

growth and has significantly

increased market share. Through

challenging market conditions, the

Group made targeted investments

and implemented new capabilities

in data analytics, AI and online

and improved online and store

channel integration. We also

made significant progress on our

ESG agenda. On this basis, the

Committee determined that the

underpin had been achieved and

that the award should be capable

of vesting 50% in June 2026, 25%

in June 2027 and 25% in June 2028

with all shares required to be held

for five years from grant.

The Committee considers the

remuneration outcomes for FY26

to be appropriate in the context of

the strong financial performance,

workforce remuneration outcomes

and the wider stakeholder

experience.

“ The Committee has reviewed the remuneration policy

taking into account our ambitious growth strategy

and goal to become the UK’s largest used car dealer.

The addition of a new Stretch Performance Incentive

will drive significant, accelerated and sustained profit

growth over the next five year period.”

Mary McNamara

Remuneration Committee Chair

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Contents Generation – Sub PageContents Generation – Section Remuneration Committee report

Remuneration policy review

Our current incentive structure

comprises an annual bonus and

RSAs and will have been in force

for two policy terms by the time

of the 2026 AGM, when we are

required to bring a new policy

for shareholder approval. The

Committee has reviewed the

remuneration policy during the

year and concluded that it has

supported the business strategy

well over this period in challenging

market conditions and has aligned

long term growth and shareholder

value by providing more flexibility

around long term decision making.

Since the start of the current

policy cycle, Motorpoint has

returned to profitable growth and

has significantly outperformed

the wider used car market.

Looking forward, our omnichannel

business model and ambitious

strategic plans stand us in good

stead as we pursue expanded

supply channels and new store

openings, while continuing to

benefit from our improved online

and store channel integration and

implementation of data and AI

to drive further efficiencies and

improved customer experiences.

The business, led by our well

established executive team, is

well placed to take full advantage

of the opportunities that exist

in our market to build long term

shareholder value.

Taking into account this ambitious

growth strategy and our goal to

become the UK’s largest used

car dealer, we are proposing to

introduce the Stretch Performance

Incentive (SPI) for FY27 in addition

to the regular annual award of

RSAs. The SPI is a one off award

of shares worth 500% of salary

for each Executive Director, with

vesting subject to the achievement

of profit before tax targets after

three, four and five years being

FY29, FY30 and FY31.

• 40% of the award will vest for

achievement of a £20m PBT in

FY29 only

• 60% of the award will vest for

achievement of a £25m PBT

target in any of FY29, FY30 or

FY31

• 100% of the award will only vest

for the achievement of a £30m

PBT target, also in any of FY29,

FY30 or FY31

• Vesting in relation to FY30 and

FY31 performance will be less

any vesting at prior performance

tests

All vested awards are subject

to a holding period to the fifth

anniversary of the date of grant.

If the targets are not achieved

within these timeframes, the

award willlapse.

The current remuneration packages

for the CEO, including the second

stage salary increase effective 1

April 2026 (as detailed in last year’s

report), and CFO remain at around

the lower quartile compared to FTSE

SmallCap companies of a similar

size. A payment under the SPI would

bring total remuneration up to no

higher than a mid market overall

level over the next five year period,

albeit with the total package being

more significantly weighted to long-

term performance.

The £20m PBT target requires a

167% increase in profit in FY29

from an FY26 baseline, whilst

the maximum £30m PBT target

requires growth of 300%. These

significantly stretching targets

ensure that there is a strong link

between reward for executives,

business performance and

shareholder value creation and this

represents a very effective bridge

to delivering a potentially mid

market package if the SPI targets

are achieved.

The Remuneration Committee

will retain discretion to adjust the

vesting outcome of SPI awards if it

is not reflective of the underlying

long term performance of the

business, or out of line with the

overall shareholder experience.

In particular, the Committee

and Board will carefully assess

the overall quality of earnings

in making its assessment of the

achievement of the PBT targets in

any particular year. Robust malus

and clawback provisions will

alsoapply.

Our senior leaders, alongside

our Executive Directors, are key

to ensuring the delivery of our

ambitious growth strategy and

as such, the SPI would also be

granted, on a reduced basis to

many current RSA participants,

reflecting the level of seniority

and role.

There is one additional, minor

change to policy, to amend the

RSA vesting schedule for the

Executive Directors so that 100%

of awards granted from FY27

onwards may vest after three years,

subject to the achievement of the

performance underpin. Under

the current policy, the vesting

schedule is 50%, 25% and 25%

after years three, four and five. This

simplification of approach aligns

with standard market practice

across the FTSE, and the use of a

single three year vesting period is

consistent with the approach that is

already applied for RSAs granted to

participants below Board.

Shareholder engagement

We consulted with our four

largest institutional shareholders,

together accounting for over 40%

of the issued share capital, on the

design and implementation of our

new policy, and the Committee

was grateful for their time and

engagement during this process.

The initial proposal for the SPI was

for a single profit target of £20m

to be achieved in FY29, FY30 and

FY31 and an award level of 300%

of salary. Feedback received

from some shareholders queried

whether the profit target was

sufficiently stretching, and the

risk associated with an incentive

based on a single PBT target.

Through further engagement with

shareholders, we agreed to fix the

£20m target at a single year (FY29)

and include two additional PBT

targets at £25m and £30m to be

achieved in FY29, FY30 and FY31,

paired with higher award levels.

The changes resulted in a more

stretched incentive and a lower

risk profile compared to the lower

single hurdle originally proposed.

Remuneration Committee report continued

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New LTIP rules

Our current PSP rules, under which

the RSA awards are granted, expire

in 2026 and therefore new long

term incentive plan (LTIP) rules

will be brought to the 2026 AGM

for shareholder approval. The new

LTIP rules are similar to the PSP

rules, align with standard market

practice and will facilitate the

operation of the new remuneration

policy, including the grant of SPI

awards. A full summary of the

principal terms of the plan is set

out in our 2026 AGM notice. This

includes the removal of the 5% in

10 years dilution limit following

the updated guidance in the

Investment Association’s Principles

of Remuneration, appropriate for

the broad based operation of our

discretionary employee share

plans.

Application of the Policy for FY27

As explained in last year’s report,

the CEO’s salary was increased

to £430,000 effective 1 April

2026, which is the final step

in the two step increase. The

Committee noted the Group’s

strong performance in FY26 in

determining that this increase was

appropriate. The CFO’s salary was

increased by 2.5% in line with the

increase for the workforce.

The annual bonus opportunity will

remain at 100% of salary and is

based on performance measures

aligned to the business strategy.

The measures and weightings for

FY27 have been reviewed resulting

in the introduction of a cars sold

per FTE measure (13.3%) and the

removal of the reduction in Scope

1 and 2 emissions measure. These

changes reflect the strategic

priorities for FY27, focusing on

investment in technology to

improve efficiency, whilst progress

on Scope 1 and 2 emissions

reduction will still be considered

through the assessment of the

performance underpin for RSAs

under ESG. The market share

measure has also been replaced

with a retail volume growth

measure (23.3%) to reflect the

expanding market in which the

Company operates. The remaining

measures are unchanged: PBT

(33.3%), cars acquired from

consumers (down weighted to

16.7%) and employee engagement

(13.3%).

Restricted Share Awards will be

made over shares equivalent to

75% of salary for both Executive

Directors. The awards will vest in

full after three years subject to

the Committee’s assessment of

the robust performance underpin.

A two-year post vesting holding

period applies.

Subject to approval of the new

policy at the 2026 AGM and the

new LTIP rules, SPI awards of 500%

of salary will be granted to the CEO

and CFO following the 2026 AGM.

Fees for Non Executive Directors

(NEDs) were reviewed taking into

account fee levels at companies of

a comparable size and complexity

and the time commitment of roles.

The base fee has been increased

by 4.1% and the fees for additional

responsibilities have been

increased by 2.5% (rounded up to

the nearest ’00), in line with the

increase for the workforce.

The Board Chair’s fee has also been

increased by 2.5%.

Conclusion

Finally, after ten years, I will be

stepping down from the Board

and as Chair of the Remuneration

Committee at the 2026 AGM. I

would like to express my gratitude

for the support and contribution

of my colleagues on the Board

and the colleagues who I have

encountered over my time with

the Group as the designated

Remuneration Committee report continued

NED for workforce engagement.

Adele Cooper, a member of the

Remuneration Committee since

March 2020, will be taking over as

Remuneration Committee Chair

from the 2026 AGM.

On behalf of all of my colleagues

on the Committee, I hope that you

will support the resolutions on the

new policy, the annual report on

remuneration and the new LTIP

rules at this year’s AGM.

Mary McNamara

Remuneration Committee Chair

10 June 2026

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Remuneration policy

This section of the report details the Remuneration policy. The policy set out below will be put to a binding shareholder vote at the AGM on 23 July 2026. If approved, the policy will apply for

three years from this date, unless shareholder approval is sought for earlier changes.

Compliance statement

This report has been prepared in accordance with the provisions of the Companies Act 2006 and Schedule 8 of the Large and Medium sized Companies and Groups (Accounts and Reports)

(Amendment) Regulations 2008 (as amended). It also meets the requirements of the UK Listing Authority’s Listing Rules and the Disclosure and Transparency Rules. The sections of the

Remuneration Report that are subject to audit are marked as Audited Information. The remaining sections of the Remuneration Report are not subject to audit.

Changes to the Remuneration policy

The changes made to the remuneration policy approved at the 2023 AGM are as follows:

Element Amendment to policy Reason for change

Stretch Performance

Incentive (SPI)

(new element)

A one off share award of 500% of salary for Executive Directors in

addition to the Restricted Share Awards.

The SPI award may vest subject to the achievement of profit before

tax targets between FY29 and FY31. All vested awards will be subject

to a holding period to the fifth anniversary of grant.

Relevant changes to the recruitment and loss of office sections

of the policy have also been made to reflect the introduction of

the SPI.

To incentivise a significant improvement and acceleration in

profitability in line with our ambitious strategy and shareholder

aspirations.

The stretching targets ensure that there is a strong link between

reward for executives, business performance and shareholder

value creation.

Restricted Share Awards

(RSAs)

The vesting profile period for Restricted Share Awards has

been changed to 100% vesting after three years subject to

the achievement of the performance underpin, with a holding

requirement to year five.

Previously the vesting schedule was 50%, 25% and 25% of the award

vesting after years three, four and five, with a holding requirement

to year five.

This simpler approach aligns with standard market practice, and a

single three year vesting period is consistent with the approach that

is applied for awards granted to RSA participants below Board.

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Directors’ Remuneration Policy

A breakdown of all elements of the Executive Directors’ Remuneration Policy and an explanation of how they operate can be found in the table below:

Purpose and link to strategy Operation Performance measurement Maximum opportunity

Base salary

To aid the recruitment

of Executive Directors

of a suitable calibre for

the role and to provide

a core level of reward

to reflect the duties

required.

Base salaries will normally be reviewed annually by

the Committee with any increases typically taking

effect from 1 April each year.

Base salary levels are set at a level to reflect the

experience, skills and responsibilities of the individual

as well as the scope and scale of their role.

Increases to base salary will take into account the

performance of the individual and Company and external

indicators such as inflation.

While there is no maximum salary,

increases will normally be in line with the

typical level of increase awarded to other

employees of the Group.

The Committee may award increases

above this level to ensure that the

salaries appropriately reflect the role,

responsibilities, performance and

experience of the Directors.

Beneits

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.

Remuneration policy continued

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Purpose and link to strategy Operation Performance measurement Maximum opportunity

Pension

To provide market

competitive pension

arrangements for the

executives and to

aid recruitment and

retention.

Executive Directors are eligible for a contribution

to the Group personal pension plan, or any other

nominated personal pension fund.

Where appropriate, Executive Directors may instead

receive a cash allowance in lieu of formal pension

contributions, or a combination of both.

Not applicable. A pension contribution is payable in line

with the pension available to the majority

of the workforce, currently 3% of salary.

Annual bonus

To encourage

improved financial

and operational

performance and

align the interests

of Directors with the

short term Company

strategy.

Bonus payments are subject to the achievement of

performance targets normally set over one financial

year.

Annual bonuses are payable at the sole discretion

of the Committee. The Committee has discretion

to adjust the formula driven outturn of the annual

bonus calculation taking into account underlying

performance, overall shareholder experience or

employee reward outcome.

All bonus payments are payable in cash and

subject to appropriate recovery and withholding

arrangements.

Performance will normally be based on a mix of financial,

operational and/or non financial measures aligned to the

strategic objectives of the business.

Financial performance will usually be represented by

PBT targets, although the Committee reserves the right

to include other measures in support of the Company

strategy as it sees fit.

Stretching performance targets will be determined taking

into account internal and external forecasts. For threshold

performance, up to 30% of maximum is payable.

100% of salary.

Remuneration policy continued

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Purpose and link to strategy Operation Performance measurement Maximum opportunity

Long term incentives – Restricted Share Awards

To encourage

improved financial

and operational

performance and

align the interests

of Directors with

the long term

Company strategy

and the interests of

shareholders through

share ownership.

Awards will normally be granted following the

publication of the Company’s annual results each

year.

Restricted Share Awards may normally vest three

years from grant, subject to service, and subject to

an underpinning financial performance condition.

Awards are additionally subject to a post vesting

holding period during which time vested shares

may not be sold (other than for tax) before five

years from grant.

This holding period will continue post cessation

of employment (to the extent that awards do not

lapse).

The Committee may determine that dividend

equivalents will accrue over the vesting/holding

period.

Vesting of awards is at the sole discretion of

the Committee and the Committee may reduce

the level of the award after grant and at vesting,

if it considers that it is appropriate to do so.

Restricted Share Awards are subject to recovery

and withholding arrangements.

In order for Restricted Share Awards to vest, the

Remuneration Committee must be satisfied that

business performance is robust and sustainable and that

management has strengthened the business. In assessing

this performance condition, the Committee will consider

financial and non financial KPIs, including ESG targets, as

well as delivery against strategic priorities. To the extent

it is not satisfied that this performance condition is met,

the Committee may scale back the level of vested awards

including to zero.

Normally 75% of salary in any year.

However, an individual maximum of

100% of salary may apply in exceptional

circumstances.

Remuneration policy continued

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Purpose and link to strategy Operation Performance measurement Maximum opportunity

Stretch Performance Incentive

A one off share award

to drive a significant

improvement in

profitability and

shareholder value

creation. Provides

strong alignment

of the interests

of Directors with

shareholders.

Awards will be granted in the form of nil cost

options which vest on the achievement of

performance against stretch targets within

a five year performance period to FY31.

Any awards vesting prior to the final performance

test at the end of the five year performance period

will be subject to a post vesting holding period until

the fifth anniversary of grant during which time

vested shares may not be sold (other than for tax

or exceptional circumstances).

The Committee may determine that dividend

equivalents will accrue over the vesting/holding

period.

Vesting of awards is at the sole discretion of the

Committee and the Committee may reduce the

vesting level if, for example, it considers that it is

not reflective of sustained long term performance,

individual performance or out of line with the

overall shareholder experience. In particular,

the Committee will carefully assess the overall

quality of earnings in making its assessment of the

achievement of the PBT performance goals in any

particular year.

Awards are subject to recovery and withholding

arrangements.

Performance will be assessed against profit before tax

(PBT) targets between years three to five of the plan,

being FY29 to FY31. For achievement of the following PBT

targets in the relevant financial years within this period the

following amounts shall vest:

• £20m PBT to be achieved in FY29 only, 40% of maximum

will vest

• £25m PBT to be achieved in FY29, FY30 or FY31, 60% of

maximum will vest, less any vesting at prior performance

tests

• £30m PBT to be achieved in FY29, FY30 or FY31, 100% of

maximum will vest, less any vesting at prior performance

tests

There is no vesting for performance below £20m PBT

and the award will vest in full if PBT of £30m or more

is achieved during the performance period.

There is no graduated vesting scale between targets.

500% of salary.

Remuneration policy continued

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Purpose and link to strategy Operation Performance measurement Maximum opportunity

All employee share plans

To align the interests

of Directors and other

employees with those

of the shareholders

through share

ownership.

The Company has adopted employee share plans

in which the Executive Directors are eligible to

participate on the same terms

as all other employees.

Not applicable. In line with statutory limits.

Shareholding guidelines

To align the interests

of Directors with those

of the shareholders

through share

ownership.

All Executive Directors are required to build and

maintain a shareholding equivalent in value to

200% of their annual base salary.

Until this guideline is met, Directors must retain

half of any shares from incentives that vest

(after payment of tax and national insurance

contributions). Post cessation of employment,

executives will be required to retain the lower of the

shareholding requirement (200% of salary) or the

actual shares they hold on cessation of employment

for a period of two years. Any voluntary purchases

of shares by the executives will be excluded from

this requirement. The Committee has discretion to

amend the requirement in certain circumstances

as it considers appropriate.

Not applicable. Not applicable.

Remuneration policy continued

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Choice of performance measures

The Committee retains flexibility

as to the choice of performance

measures for future annual

bonus awards. Measures will

be selected as appropriate to

reflect the business strategy and

to ensure the delivery of sound

financial performance. The

current performance measures

are disclosed in the Annual report

on remuneration, together with

the link to the business strategy.

The Committee sets appropriate

and stretching targets for the

annual bonus in the context of the

Company’s business plan, trading

environment and strategic plan.

The Stretch Performance Incentive

is based on the achievement of

three stretching profit before tax

targets. These targets were set

to reflect the achievement of a

very significant improvement in

profitability, taking into account our

ambitious strategy and shareholder

aspirations.

Incentive plan operation

The Committee will operate

the Company’s incentive plans

according to their respective

rules and consistent with normal

market practice, the Listing Rules

and HMRC rules where relevant,

including flexibility in a number of

regards.

Remuneration policy continued

This includes timing of awards,

dealing with leavers and making

adjustments to awards following

acquisitions, disposals, changes in

share capital and other merger and

acquisition activity. The Committee

also retains the ability to adjust

the targets and/or set different

measures for the annual bonus

plan and SPI awards if events

occur which cause it to determine

that the conditions are no longer

appropriate and the amendment

is required so that the conditions

achieve their original purpose and

are not materially less difficult to

satisfy.

Recovery and withholding

provisions may be operated at

the discretion of the Committee

in respect of awards granted

under the annual bonus plan

and share awards in certain

circumstances (including where

there is a material misstatement

or restatement of the Company’s

accounts, an error in assessing any

applicable performance condition

or bonus outcome, or in the event

of gross misconduct on the part

of the participant, material

corporate failure, material

failure of risk management or

serious reputational damage).

These provisions apply until the

second anniversary of vesting for

Restricted Share awards and the

third anniversary of the final vesting

date for the Stretch Performance

Incentive. These time periods are

considered to be an appropriate

amount of time for circumstances

to be discovered, and are in line

with market practice for other FTSE

SmallCap companies.

Any use of the above discretions

would, where relevant, be

explained in the Annual report

on remuneration.

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Remuneration Policy for Non Executive Directors

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

Purpose and link to strategy Operation Performance measurement Maximum opportunity

FEES

To ensure a fair reward

for services provided

to the Company.

NEDs receive a fixed base fee in cash and/or shares

for their role on the Board, plus supplementary fees

for additional responsibilities such as performing the

role of SID or chairing one of the Board committees.

The Non Executive Chair receives a fixed fee only,

and is not eligible for any additional responsibility

fees.

Fee levels are reviewed normally on an annual basis,

and may be increased taking into account factors

such as the time commitment and complexity of the

role and market levels in companies of comparable

size and complexity and other broadly comparable

companies.

Each NED will be entitled to be reimbursed for

all reasonable expenses incurred by them in

the course of their duties to the Company (plus

amounts in respect of any tax payable) and has the

benefit of indemnity insurance maintained by the

Group on their behalf indemnifying them against

liabilities they may potentially incur to third parties

as a result of his/her office as Director.

Where there has been a material increase in time

commitment in the year, fees may be temporarily

increased to reflect this.

Not applicable. Current fee levels are set out in the

Annual report on remuneration.

Aggregate fee levels are subject to the

maximum limit set out in the Articles

of Association.

Share ownership guidelines

To align the interests

of Directors with

those of shareholders

through share

ownership.

All NEDs are encouraged to build and maintain a

shareholding equivalent in value to 100% of their

annual fees.

Not applicable. Not applicable.

Remuneration policy continued

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£2,000,000

£1,500,000

£1,000,000

Threshold

£446,000

£320,000

£1,026,000

£735,000

£1,628,000

£1,165,000

£2,005,000

£1,434,000

ThresholdMaximum MaximumTarget TargetMaximum

with 50%

share price

appreciation

Maximum

with 50%

share price

appreciation

£500,000

£0,000

Chief Executive Officer

(Mark Carpenter)

Chief Financial Officer

(Chris Morgan)

100%

44%

44% 28% 22%

28% 22%

25%

26%

22%

26%

22%

31%

26%

20%

32%

24%

26%

20%

32%

24%

Reward scenarios

The bar charts in this section

detail how the composition of the

Executive Directors’ remuneration

package varies at different levels

of performance.

• Threshold includes fixed pay only

(i.e. base salary, benefits and

pension)

• On target includes fixed pay,

60% of maximum bonus, full

vesting of Restricted Shares and

no vesting under the Stretch

Performance Incentive given the

stretch nature of the plan

• Maximum includes fixed pay,

maximum bonus payout, full

vesting of Restricted Shares

and maximum vesting of the

Stretch Performance Incentive

(annualised over five years to

reflect the maximum vesting

period)

• Maximum plus the impact of

50% share price appreciation on

Restricted Shares and the Stretch

Performance Incentive

Salary levels are effective as at

1 April 2026, and the value for

benefits is the cost of providing

those benefits in FY26.

No share price growth has been

factored into the chart, except

where indicated, and all amounts

have been rounded to the nearest

£1,000.

Fixed pay Annual Bonus Restricted Shares Stretch Performance Incentive

Remuneration policy continued

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Approach to recruitment

remuneration

In determining the remuneration

package for a new Executive

Director, the Committee takes into

account the skills and experience

of the individual, the market rate

for a candidate of that experience

and the importance of securing the

individual.

New Executive Director hires

(including those promoted

internally) will be offered packages

in line with the policy in place at the

time, except as noted below.

If it is considered appropriate to

set the salary for a new Executive

Director at a level which is below

market, his or her salary may

be increased in future periods

to achieve the desired market

positioning by way of a series of

phased above inflation increases,

subject to his or her continued

development in the role.

Any bonus payment for the year of

joining will normally be prorated

to reflect the proportion of the

period worked, and the Committee

may set different performance

measures and targets, depending

on the timing and nature of the

appointment.

The ongoing annual bonus

and Restricted Share Award

opportunities will be in line with

the limits set out in the policy table.

A new Executive Director may

be entitled to receive a Stretch

Performance Incentive award at

the discretion of the Committee;

the maximum award level will be

no higher than the limit set out

in the policy table and the date

of appointment relative to the

performance period of the award

will be considered.

The Committee recognises

that it may be necessary in

some circumstances to provide

compensation for amounts

forfeited from a previous employer

(buy out awards). Any buy out

awards would be limited to the

value of remuneration forfeited

when leaving the former employer

and would be structured so as

to be, to the extent possible, no

more generous in terms of the key

terms (e.g. delivery mechanism,

time to vesting, expected value

and performance conditions) than

the incentive it is replacing. Where

possible, any such payments

would be facilitated through the

Company’s existing incentive plans,

but, if not, the awards may be

granted outside of these plans, as

permitted under the Listing Rules,

which allow for the grant of awards

to facilitate the recruitment of an

Executive Director.

In the case of an internal

appointment, any variable pay

element awarded in respect of

the prior role will be allowed to

continue according to its original

terms or adjusted as considered

appropriate to reflect the new role.

External directorships

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

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

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

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

from any appointments undertaken.

Service contracts and payments for loss of office

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

Company’s registered office.

Director Date of initial appointment Date of expiry

Notice period by

Company or Director

Executive Directors

Mark Carpenter 12 May 2016 N/A 9 months

Chris Morgan 11 January 2021 N/A 9 months

Non Executive Directors

John Walden 10 January 2022 10 January 2028 3 months

Mary McNamara 13 May 2016 23 July 2026 3 months

Adele Cooper 6 March 2020 6 March 2029 3 months

Keith Mansfield 20 May 2020 20 May 2029 3 months

Swarupa Pathakji 01 October 2024 01 October 2027 3 months

Remuneration policy continued

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

Provisions Treatment

Termination payment The Company may (at its discretion) elect to terminate the employment by making a payment in lieu of notice equivalent in value to the base salary which the

Executive Director would have received during any unexpired period of notice.

Mitigation The payment in lieu of notice will be payable in monthly instalments (subject to mitigation, i.e. reduced on a pound for pound basis if alternative employment/

engagement is taken up during the payment period).

Annual bonus There is no contractual right to any bonus payment in the event of termination, although in certain circumstances the Committee may exercise its discretion to pay

a bonus at the normal time for the period of active service and normally based on performance assessed after the end of the financial year. The holding period in

respect of deferred shares, if applicable, will normally be retained.

Share awards The default treatment for Restricted Share Awards and the Stretch Performance Incentive under the rules of the Performance Share Plan and new Long Term

Incentive Plan is for all unvested awards to lapse in full on cessation, or, at Committee discretion, earlier service of notice, unless the Remuneration Committee

decides otherwise in exceptional circumstances.

However, for Restricted Share Awards, if the participant ceases to be an employee or a Director within the Group because of their death, injury, disability, retirement,

redundancy, their employing company or the business for which they work being sold out of the Group or in other circumstances at the discretion of the Committee,

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

cessation of employment).

For Restricted Share Awards, the default position in this case is that an award will normally vest subject to: (i) the assessment of the performance underpin over the

measurement period; and (ii) the prorating of the award by reference to the period of time served in employment relative to the vesting period.

Post vesting holding periods will normally continue to apply.

However, the Committee can decide to allow early vesting (including early assessment of any underpin or performance condition) and/or reduce or eliminate the

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

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

The Committee may pay any statutory entitlements or settle or compromise claims in connection with a termination of employment, where considered in the best

interest of the Company.

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

Remuneration policy continued

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Remuneration policy continued

Legacy arrangements

In approving this Directors’

Remuneration policy, authority is

given to the Company to honour

any commitments entered into

with current or former Directors

that have been disclosed to and

approved by shareholders in

previous years. Details of any

payments to former Directors will

be set out in the Annual report on

remuneration as they arise.

Consideration of pay conditions

within the wider team

When making decisions on

executive remuneration, the

Committee takes into account

pay conditions for the Company

as a whole. The Committee does

not directly consult with team

members when designing the

policy.

The Group has a strong ‘team

culture’ and accordingly there

is consistency in how packages

are structured across the whole

Senior Management team, with

all Executive Directors and Senior

Managers participating in the same

annual incentive and long term

incentive plans.

However, there are some

differences in the structure of

the remuneration policy for the

Executive Directors compared

with other Senior Managers,

which the Committee believes are

necessary to reflect the different

levels of responsibility. The two

main differences are the increased

emphasis on variable pay for

Executive Directors and a greater

focus on long term alignment

(through additional holding periods

for the share awards and minimum

shareholding guidelines). Within

the wider Group, all team members

receive salary, benefits and pension

and are eligible to receive an

annual bonus. Periodic reviews

against market data are undertaken

to ensure an appropriate cascade

of remuneration throughout the

Group.

Shareholder views

The Committee values the views of

the Company’s shareholders and

takes into account guidance from

proxy voting agencies in designing

the policy and determining its

operation annually.

As part of the Remuneration policy

review, the Committee engaged

with the largest shareholders to

understand their views on the

proposed policy. Further details of

this engagement are set out in the

Annual Statement in this report.

Shareholder feedback received

in relation to the AGM, as well as

any additional feedback received

during the year, is considered

as part of the Company’s

annualreview.

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Annual report on remuneration

This part of the report has been

prepared in accordance with Part

4 of The Large and Medium sized

Companies and Groups (Accounts

and Reports) (Amendment)

Regulations 2013 (as amended in

2018 and 2019) which amended

The Large and Medium sized

Companies and Groups (Accounts

and Reports) Regulations 2008, and

6.6R of the UK Listing Rules. The

Directors’ Remuneration Report,

excluding the Remuneration policy

section, will be put to an advisory

shareholder vote at our 2026 AGM.

Committee Governance

Committee membership

andattendance

During the year, the

Committee comprised:

• Mary McNamara (Chair)

• Adele Cooper

• Keith Mansfield

• Swarupa Pathakji

The Chair, CEO and CFO

attend meetings by invitation

but are not members of the

Committee.

The Committee met six times

during the year and attendance

is set out in the table on page

56.

Advice to the Committee

The Committee receives

information and takes advice from

inside and outside the Group.

Internal support is provided by

the Company Secretary. The

CEO and any other Director or

employee may be invited to attend

Committee meetings by the Chair

where relevant. No individual is

present when matters relating to

his or her own remuneration are

discussed.

Following a formal review by the

Committee during 2020, Korn

Ferry was appointed as advisor

to the Committee. Korn Ferry is

a signatory to the Remuneration

Consultants’ Code of Conduct and

has confirmed to the Committee

that it adheres in all respects to

the terms of the Code. Fees paid

to Korn Ferry during the year were

£77,971 (ex VAT), which reflected

the applicable hourly rates agreed

with Korn Ferry. The Committee

is satisfied, following a discussion

involving all the members of

the Committee, that the advice

it received is objective and

independent. Korn Ferry did not

provide any other services to the

Company during the year.

Remuneration in FY26

Directors’ single figure of remuneration (audited)

The table below shows the aggregate emoluments earned by the Directors of the Company during FY26 and also

sets out the comparative information for FY25.

Director Period

Salary/

fees

(£’000)

Benefits

(£’000)

Pension

(£’000)

Other

(£’000)

Total fixed

remuneration

(£’000)

RSA

(£’000)

Bonus

(£’000)

Total variable

remuneration

(£’000)

Total

(£’000)

Mark Carpenter FY26 400 3 12 1 416 284 308 592 1,008

FY25 371 3 11 0 385 195 209 404 789

Chris Morgan FY26 300 3 9 1 313 207 231 438 751

FY25 271 3 8 0 282 142 152 294 576

John Walden FY26 206 0 0 0 206 0 0 0 206

FY25 206 0 0 0 206 0 0 0 206

Mary McNamara FY26 61 0 0 0 61 0 0 0 61

FY25 59 0 0 0 59 0 0 0 59

Adele Cooper FY26 52 0 0 0 52 0 0 0 52

FY25 50 0 0 0 50 0 0 0 50

Keith Mansfield FY26 56 0 0 0 56 0 0 0 56

FY25 54 0 0 0 54 0 0 0 54

Swarupa Pathakji

FY26 48 0 0 0 48 0 0 0 48

FY25 23 0 0 0 23 0 0 0 23

1. Relates to provision of family private medical insurance.

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

£609.

3. In prior years, the face value on grant of the RSA awards granted during the relevant financial year have been disclosed.

However to align with market practice, the RSA vesting in relation to the assessment of the performance underpin condition for

the relevant financial year is now included in the table. Therefore, for the year ended 31 March 2026, the value of RSA awards

included in the single figure table is the FY24 RSA award vesting. The value has been calculated based on the share price over

the final quarter of 132.8p. The prior year RSA figure has been changed to the 2023 RSA award vesting which had an underpin

performance assessment for the financial year ended 31 March 2025. The underpin performance assessment was achieved and

the award has been valued based on a share price of 170.0p for 50% of the award being the share price on the first vesting date

on 23 June 2025, whilst the remainder of the award, vesting 25% on 23 June 2026 and 25% on 23 June 2027 is valued based on

the share price over the final quarter of the 31 March 2026 financial year.

4. Swarupa Pathakji joined the Board on 1 October 2024.

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Annual report on remuneration continued

Details of variable pay earned in the year (audited)

Annual bonus

Executive Directors were eligible for a maximum annual bonus payment of 100% of salary.

The table below sets out the performance conditions and targets that were set in relation to FY26 and the performance achieved.

Weighting Performance required

Performance

achieved

Payout of element

before Committee

discretion

Performance measure

Threshold (30% of

maximum payout

Target (60% of

maximum payout)

Stretch (100% of

maximum payout (% of maximum)

PBT (adjusted, underlying) 33.3% £7.0m £8.0m £9.0m £7.5m 15.0%

Growth in share of market we operate in 23.3% +ve +0.1% +0.2% +0.15% 18.7%

DIGITAL MEASURES:

Cars acquired from consumers (SYC/PX) 23.3% 15,500 16,000 16,750 19,143 23.3%

ESG MEASURES:

Employee engagement

13.3% 1 star 2 star 3 star 3 star (78%) 13.3%

LFL Scope 1 and 2 emissions, and business travel reduction (Kg CO

per sq ft) 6.7% -2.5% -3.75% -5% -5.5% 6.7%

Total Bonus for the CEO and CFO (percentage of maximum overall) 77.0%

1. Employee engagement rating of 78% is the equivalent of a 3 star rating based on surveys carried out by WorkL in previous years.

The bonus payout for FY26 is 77.0% of maximum, and equates to a bonus for the CEO of £308,000 and for the CFO of £231,000.

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

Name Year of grant Scheme

Number of Awards at

31 March 2025

Number of Awards

granted during the

period

Number of Awards at

31 March 2026 Vesting date Exercise price

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

–

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

–

FY25 2025 RSA 193,931 – 193,931 26 Jun 2027

–

FY26 2026 RSA – 178,253 178,253 2 Jul 2028

–

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

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

FY25 2025 SAYE 4,700 – 4,700 1 Feb 2028 117.75p

FY26 2026 SAYE – 4,355 4,355 1 Feb 2029 125.70p

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

–

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

–

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

–

FY25 2025 RSA 145,532 – 145,532 26 Jun 2027

–

FY26 2026 RSA – 137,701 137,701 2 Jul 2028

–

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

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

FY25 2025 SAYE 4,700 – 4,700 1 Feb 2028 117.75p

FY26 2026 SAYE – 4,355 4,355 1 Feb 2029 125.70p

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

2. Chris Morgan exercised 2,589 shares on 1 February 2026.

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Restricted Share Awards (RSAs)

The Restricted Share Awards level for the Executive Directors is normally 75% of salary each year. In order for Restricted Shares to vest, the Committee must be satisfied that, over the three

financial years beginning with the year of grant, the business performance is robust and sustainable, and that management has strengthened the business. In assessing this performance

condition, the Committee will consider financial and non financial KPIs of the business, including ESG targets, as well as delivery against strategic priorities. To the extent it is not satisfied that

this underpinning performance condition has been met, the Committee may scale back the level of vested awards, including to zero.

RSA awards granted in FY24 with performance underpin assessment period ended in the year under review

RSAs in the form of nil cost options (Options) granted under the rules of the PSP were based on a ‘reference price’ of 130.0p instead of the share price of 100.5p on grant to recognise the fall in

share price compared to the prior year’s award and to ensure the number of shares granted was not excessive.

Date of grant

Grant level

as % of salary

Number of shares

awarded Share price Face value of award

Estimated

value on vesting

Measurement period

for performance underpin Vesting schedule

Mark Carpenter 27 June 2023 58% 214,220 100.5p £215,291 £284,436 1 April 2023 to

31 March 2026

50% on 27 June 2026

25% on 27 June 2027

25% on 27 June 2028

Chris Morgan 27 June 2023 58% 156,074 100.5p £156,854 £207,231

1. Based on the three month average share price to 31 March 2026 of 132.8p. The amount attributable to share price appreciation is £69,145 for Mark Carpenter and £50,377 for Chris Morgan.

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

Assessment of performance underpin condition

The Committee carefully considered the achievement of the performance underpin

(asdescribed in the policy section of this report) over the three financial years to 31 March

2026 and noted the following:

• Significant progress despite external headwinds including stock shortages, the cost of

living crisis, and increasing inflation and interest rates which impacted both customer

demand and the Group’s cost base.

• Profit has increased significantly with consistent growth in market share over the same

period and record sales volumes of 64.6k vehicles achieved in FY26.

• Significant efforts to overcome the adverse trading conditions, through focus on the cost

base and profit margins.

• Improved efficiency and overall digital customer journey through leveraging the benefits

of data and AI.

• Excellent progress on our strategic priorities, recommencing new store opening

programme in December 2024, with a strong pipeline of potential future openings, the

introduction of Sell Your Car buying service and new ancillary products.

• Customer satisfaction at consistently high, industry leading levels, and excellent Trustpilot

scores.

• Strong progress on our ESG objectives, with notable reductions in emissions over the

three year period, and the Company also being awarded the Financial Times accolade

of being a European leader in climate change. In addition, we were also named in The

Sunday Times Best Places to Work.

On this basis, the Committee concluded that the performance underpin condition had

been achieved and that there was no need to scale back the number of vested awards. The

Committee also considered the overall value of awards on vesting and concluded that there

was an appropriate link between reward and performance, and alignment of interest between

management and shareholders over the period.

Annual report on remuneration continued

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RSA awards granted in year under review

RSAs in the form of nil cost options (‘Options’) were granted under the rules of the PSP on 23 June 2025, based on the average of the closing middle market quotations of the share price

during the five dealing days before grant, being 168.3p.

Date of grant

Grant level

as % of salary

Number of shares

awarded Share price

Face value

of award

Measurement period

for performance underpin

Mark Carpenter 23 June 2025 75% 178,253 168.3p £300,000 1 April 2025 to 31 March 2028

Chris Morgan 23 June 2025 75% 137,701 168.3p £231,750 1 April 2025 to 31 March 2028

Save As You Earn (SAYE) (audited)

In December of each year since 2016, Motorpoint has launched a SAYE scheme for all permanent employees. For the FY26 scheme, eligible employees are invited to subscribe for options

over the Company’s shares at an exercise price representing a 10% discount to the average closing mid market price of the shares over the three day period ending the dealing day before the

invitation date. The maximum subscription offered is £500 per month over the 36 month saving period.

Date of grant

Number of SAYE

options awarded Exercise price

Face value

of award

Date on which exercisable

Mark Carpenter 01 February 2026 4,355 125.7p £6,083 Between 1 February 2029 and 31 July 2029

Chris Morgan 01 February 2026 4,355 125.7p £6,083 Between 1 February 2029 and 31 July 2029

1. Face value of award based on number of SAYE options granted and a share price of 139.7p being the average closing mid market price of the shares over the three day period ending the dealing day before the invitation

date.

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

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

Annual report on remuneration continued

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Table of Directors’ share interests (audited)

The share interests of each Director as at 31 March 2026 (together with interests held by his or her connected persons) are set out in the table below.

Executive Directors are required by the policy to hold shares to the value of 200% of salary and must retain 50% of any outstanding Restricted Shares vesting (net of any taxes due) until this

guideline is met. It is noted that the CFO is currently building up his holding to the 200% level through RSAs, which will vest in coming years. Additionally, the Non Executive Directors are

encouraged to hold shares to the value of 100% of their annual fee. Shareholdings are set out as a percentage of salary or fees inthe table below.

At 31 March 2026

Name

Number of

beneficially

owned shares

Number of vested

RSAs

Number of unvested

RSAs

Number of vested

unexercised SAYE

options

Number of unvested

SAYE options Total

Percentage of

salary/fees

Executive Directors

Mark Carpenter 8,431,693 212,774 674,606 2,589 14,431 9,336,093 2,799%

Chris Morgan 34,666 99,491 503,453 – 14,431 652,041 15%

Non Executive Directors

John Walden 137,000 – – – – 137,000 88%

Mary McNamara 74,600 – – – – 74,600 162%

Adele Cooper 13,327 – – – – 13,327 34%

Keith Mansfield 36,876 – – – – 36,876 87%

Swarupa Pathakji 7,008 – – – – 7,008 19%

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

2. This includes dividend equivalents awarded for these shares.

3. Calculated as the value of all fully owned shares held at 31 March 2026 (i.e. excludes vested and unvested Restricted Share Awards and vested and unexercised, and unvested SAYE options), valued using the three month

average share price over the period to 31 March 2026 (132.8p), divided by base salary as effective 31 March 2026.

During the period from 1 April 2026 to the publication of this report, there have been no changes to the Directors’ share interests set out above.

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

External directorships

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

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Total Shareholder Return and Chief Executive Officer earnings history

The chart in this section shows the Company’s Total Shareholder Return performance

compared with that of the FTSE SmallCap Index over the period from the date of the

Company’s admission onto the London Stock Exchange, to 31 March 2026.

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

ofwhich the Company is a constituent.

100

120

140

160

180

200

Value of £100 Invested at IPO (£)

12 May

2016

31 March

2017

31 March

2018

Motorpoint

31 March

2019

31 March

2020

31 March

2021

31 March

2022

31 March

2023

31 March

2024

31 March

2025

31 March

2026

FTSE SmallCap

£100 Invested TSR

Annual report on remuneration continued

The total remuneration figure for the CEO since FY17 is shown in the table below, along with

the value of bonuses paid, and LTIP vesting, as a percentage of the maximum opportunity.

Mark Carpenter has been CEO for the entire period.

FY17 FY18 FY19 FY20 FY21 FY22 FY23 FY24 FY25 FY26

Total

remuneration

(£’000) 262 443 287 410 466 978 808 636 789 1,008

Annual bonus

(% of maximum) 0% 61% 0% 39% 0% 94% 38.8% 10% 56.2% 7 7.0 %

LTIP vesting (%

of maximum) N/A

N/A

0% 0% 0% 0% 100%

100%

100%3

1. From FY25, the total remuneration figure includes the value of the RSA vesting in relation to the

performance underpin assessment for the relevant financial year.

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

3. Restricted shares subject to an assessment of the performance underpin conditions.

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Change in remuneration of Directors and employees

The table below compares the difference in remuneration payable to the Directors over the period FY21 to FY26 to the average employee of the Company. For the purpose of this disclosure,

these figures have been compiled comparing the average of all employees in the corresponding periods separately and are based on annualised figures for each year.

Mark Carpenter (CEO) Chris Morgan (CFO)

John Walden

Adele Cooper

Keith Mansfield Mary McNamara Swarupa Pathakji

Average employee

in the Group

FY25

vs FY26

Base salary/fees % change 7.2% 9.7% 0% 3.8% 3.6% 3.3% N/A 5.7%

Benefits % change 0% 0% 0% 0% 0% 0% N/A 0%

Annual bonus % change

37.1% 37.1% 0% 0% 0% 0% N/A 9.6%

FY24

vs FY25

Base salary/fees % change 0% 0% 0% 0% 0% 0% N/A 5.2%

Benefits % change 0% 0% 0% 0% 0% 0% N/A 0%

Annual bonus % change

100% 100% 0% 0% 0% 0% N/A 32.9%

FY23

vs FY24

Base salary/fees % change 3.0% 3.0% 3.0% 3.0% 3.0% 3.0% N/A 6.6%

Benefits % change (65.8)% 0% 0% 0% 0% 0% N/A 0%

Annual bonus % change

(73.6)% (73.6)% 0% 0% 0% 0% N/A (40.4)%

FY22

vs FY23

Base salary/fees % change 3.0% 3.0% N/A 22.5% 10.6% 9.4% N/A 10.6%

Benefits % change 0% 0% N/A 0% 0% 0% N/A 0%

Annual bonus % change

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

FY21

vs FY22

Base salary/fees % change 51.5% N/A N/A 5.3% 17.5% 8.2% N/A 8.5%

Benefits % change 0% N/A N/A 0% 0% 0% N/A 14.6%

Annual bonus % change

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

1. Chris Morgan joined the Board in January 2021.

2. John Walden joined the Board in January 2022.

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

4. Swarupa Pathakji joined the Board in October 2024.

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

Annual report on remuneration continued

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CEO to employee pay ratio

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

workforce.

FY Method

25th

percentile

pay ratio

Median

pay ratio

75th

percentile

pay ratio

2026 Option A 38.8:1 34.6:1 26.4:1

2025 Option A 35.4:1 30.5:1 20.6:1

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

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

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

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

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

Disclosure of employee data used to calculate the ratio for FY26:

25th percentile Median 75th percentile

Total pay and benefits of employees £28,788 £32,866 £43,192

Basic salary of employees £24,602 £28,080 £35,042

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

compared to the pay of our UK employees at the 25th, 50th and 75th percentile, calculated

by reference to 31March 2026.

In line with last year’s calculation, the ratios have been calculated in accordance with Option

A, as this is considered to be the most accurate method of calculation.

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

comprises full time equivalent salary, benefits, pension and annual bonus payments relating

to FY26 performance. Remuneration for part time employees has been calculated on a full

time basis based on the full time number of hours for the role.

At 34.6:1, the median CEO pay ratio has increased for FY26, this is primarily due to the CEO’s

increased salary and bonus following improved business performance year on year, as well as

an increase in the number of trainees and apprentices hired by the business. The median pay

ratio trend over recent years continues to align with the overall business performance of the

Company.

The Committee is satisfied the ratios are representative of Motorpoint’s pay and reward

policies, taking into account that the reward policies and practices across the Group are

considered by the Committee in the design and implementation of the remuneration policy

each year for the Executive Directors.

Relative importance of spend on pay

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

FY26 compared to the prior year.

FY25 (£m) FY26 (£m) Percentage change

Total employee remuneration 39.4 39.9 1.3%

Dividends paid 0 1.7 100%

Statement of shareholder voting (2023 and 2025 AGM voting)

The following table shows the voting results at the Company’s 2023 and 2025 AGMs in

respect of the resolution on the Remuneration Report for FY25 and the resolution to approve

the current Directors’ Remuneration Policy that was put forward in 2023.

Votes cast % votes for % votes against Votes withheld

Directors’ Remuneration Report

FY25 (2025 AGM) 96.50 3.50 10,876

Directors’ Remuneration Policy

FY23 (2023 AGM) 97.73 2.27 0

Implementation of the policy in FY27

Base salaries

As explained earlier in the report, the CEO’s salary has been increased to £430,000 in the

final step of a two-step increase. The CFO’s increase is in line with the average increase for

the workforce for FY27 of 2.5%.

1 April 2025 1 April 2026 Percentage change

Mark Carpenter £400,000 £430,000 7.5%

Chris Morgan £300,000 £307,500 2.5%

Benefits and Pension

No changes are proposed to the provision benefits. Executive Directors will continue to

receive family private medical insurance, and a company car. Pension contributions (or cash

in lieu of pension) will be 3% of salary for the CEO and CFO.

Annual report on remuneration continued

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Annual report on remuneration continued

Annual bonus

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

measures aligned to the business strategy. The Committee has reviewed the measures

and weightings in light of the strategic priorities for FY27. The measures are as follows: PBT

(33.3%), market share growth (23.3%), cars acquired from consumers (16.7%), cars sold per

FTE (13.3%), and employee engagement (13.3%).

PBT measures the delivery of sustainable profitable growth whilst growth in market share,

cars acquired from consumers and cars sold per FTE directly link to the strategy pillar to

increase customer acquisition and retention, and our technical investment to improve

efficiency. Our team members are a key stakeholder group that will drive performance and

deliver our strategy.

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

relate to the current financial year, but full disclosure of targets and performance against

them will be provided in next year’s Annual Report.

Restricted Shares

We will review the grant level at the time the award is made but based on the share price at

the time of writing we anticipate making the award at the normal policy level of 75% of salary.

In order for Restricted Shares to vest, the Committee must be satisfied that business

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

In assessing this performance condition, the Committee will consider financial and non

financial KPIs, including ESG performance, as well as delivery against strategic priorities. To

the extent it is not satisfied that this performance condition is met, the Committee may scale

back the level of vested awards, including to zero. This performance assessment will take

place at the end of the third year.

The shares will vest in full after three years, subject to the achievement of the underpin.

Atwo year post vesting holding period applies.

Stretch Performance Incentive

Subject to approval of the new policy at the 2026 AGM and the new LTIP rules, the CEO and

CFO will both be granted a Stretch Performance Incentive award of 500% of salary. Vesting

of the award is subject to the achievement of profit before tax targets after three, four and

five years being FY29, FY30 and FY31. All vested awards are subject to a holding period to the

fifth anniversary of the date of grant.

Chair and Non Executive Directors’ fees

Fees for Non Executive Directors (NEDs) for FY27 were reviewed taking into account fee levels

at companies of a comparable size and complexity and the time commitment of roles. The

base fee has been increased by 4.1% and the fees for additional responsibilities have been

increased by 2.5% and rounded up to the nearest '00, in line with the average increase for the

workforce.

The Board Chair’s fee has also been increased by 2.5% for FY27.

Non Executive Chair £211,150

Other NEDs £50,350

Additional responsibility fees:

Chair of the Remuneration Committee £8,000

Chair of the Audit Committee £8,000

Chair of the ESG Committee £4,000

Senior Independent Director £5,300

Approval

This report was approved by the Board on 10 June 2026 and is signed on its behalf by:

Mary McNamara

Remuneration Committee Chair

10 June 2026

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Directors’ report

The Directors present their report, together with the audited Financial statements of the Group and the Company, for the year ended 31 March 2026.

The Directors’ report comprises the Board biographies (pages 50 and 51), the Corporate Governance report (pages 50 to 99), the Directors’ report (pages 92 to 97) and the Shareholder

information section (page 140).

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

Information Reported in Page numbers

Likely future developments and performance of the Company Strategic report 07

Employee engagement Strategic report 16

SECR Strategic report 20 to 21

Stakeholder engagement Strategic report 16 to 18

Corporate Governance statement Corporate Governance report 52 to 56

Directors Board leadership and purpose 54 to 56

Remuneration report – Directors’ beneficial interests and shareholding requirements 87

Viability statement Strategic report 45 and 46

Details of Long Term Incentive Plan Remuneration report 85 and 86

Accounting policies Financial statements 109 to 116

Financial instruments Financial statements 125 to 128

Financial risk management Financial statements 125 to 128

Composition/operation of Board and committees Corporate Governance report 54

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Directors’ report continued

Articles of Association

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

special resolution at a general meeting of the shareholders of the Company.

Directors

The names of Directors who served during FY26, are listed on pages 50 and 51, together with

details of each Director’s skills, experience and current external appointments.

Directors’ indemnities and insurance

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

appropriately indemnified, subject to the provisions of the Companies Act 2006.

TheCompany also holds Directors’ and officers’ liability insurance cover in place for the year

and up to the date of signing this report.

Independent auditors

PricewaterhouseCoopers LLP acted as auditors throughout the year. In accordance with

Section 489 and Section 492 of the Companies Act 2006, resolutions proposing the

reappointment of PricewaterhouseCoopers LLP as the Company’s auditors and authorising

the Directors to determine the auditor’s remuneration will be put to the 2026 AGM.

Donations and political expenditures

No political donations were made by the Company during the year.

Employees with disabilities

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

excellence and celebrates success. We are committed to eliminating discrimination and

encouraging diversity. We take pride in having a workplace which celebrates diversity. Our

aim is that our people will be truly representative of all sections of society and reflect the

diverse customer base that we enjoy.

It is important that each person feels respected and is able to perform to the best of

their ability. We do not tolerate any form of discrimination and actively promote equal

opportunities. Motorpoint proudly employs a number of people with a registered disability

and gives full and fair consideration to new applications for employment made by disabled

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

and development interventions are available to all employees and we ensure reasonable

adjustments are made for new and existing team members, should they be required, to

accommodate their needs and deliver a safe and welcoming work environment.

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

their circumstances change and they become disabled during their employment, we would

ensure total support and inclusion.

Research and development

The Company does not engage in research and development.

Existence of brands outside the UK

The Company has no stores outside the UK.

Workforce engagement

The Board recognises its various legal, fiduciary, statutory and governance obligations and

duties in relation to stakeholder engagement, including those in respect of its own workforce.

Mary McNamara, the Chair of Motorpoint’s Remuneration Committee, is the designated

Non Executive Director with responsibility to engage with (and oversee engagement with)

employees and involve relevant views and experiences in Board discussion and decision

making (the Designated NED for Workforce Engagement). Mary has been appointed as

the Board’s NED due to her wealth of knowledge, strong judgement and strategic vision to

advocate sound corporate governance for the Group. Mary’s prior experience aligns with the

Group’s strategic objectives, and she is a valued member of the Board. Mary is due to step

down from the Board at the AGM in 2026, and the approach to workforce engagement will be

reviewed in due course.

Engagement with other stakeholders

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

Directors have endeavoured to act to promote the success of the Group for the benefit of its

members as a whole, and in doing so have regard for the interests of its various stakeholders.

Details of the various stakeholder groups and their associated engagement strategies are

provided on pages 16 to 18 of this report. The Board ensures, in its discussion of relevant

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

processes and inform policies and procedures.

Substantial shareholdings

Information provided to the Company by substantial shareholders pursuant to the DTR is

published via a Regulatory Information Service. As at 31 March 2026, the Company has been

notified of the interests as set out below in its issued share capital. All such share capital has

the right to vote at general meetings.

Shareholder as at 31 March 2026 No. of ordinary shares % of issued shares

Saray Value Fund 19,140,150 22.10

Mark Carpenter 8,431,693 10.08

Forager Capital Management 8,128,643 9.01

LVO Global Asset Management SA 4,771,560 5.29

Morgan Stanley & Co International plc 4,311,356 5.03

Punch Card Capital LP 2,771,972 3.07

Forager Funds Management Pty 2,708,318 3.00

In addition to the share interests set out in the table above, Mudita Advisors disclosed a

holding of 5.03% through a total return swap on 2 June 2025.

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Substantial shareholdings continued

Following the year end, and prior to 1 June 2026, being the last practicable date before

publication of this report, no further notifications were received by the Company.

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

Remuneration Report.

The Company does not have a controlling shareholder, and therefore is compliant with the

requirements set out in UKLR 6.2.3R.

Powers of the Directors

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

Articles of Association.

The Directors were granted authority to issue and allot shares at the 2025 AGM. Shareholders

will be asked to renew these authorities in line with the latest institutional shareholder

guidelines at the 2026 AGM.

Appointment and replacement of Directors

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

the Articles of Association, the 2024 Code, the Companies Act 2006 and related legislation.

Directors can be appointed by the Company by ordinary resolution at a general meeting,

or by the Board. If a Director is appointed by the Board, such Director will hold office until

the next AGM and shall then be eligible, subject to Board recommendation, for election at

thatmeeting.

In accordance with Provision 18 of the 2024 Code, each of the Directors, being eligible, will

offer themselves for election or re-election at this year’s AGM (subject to any retirements).

The Company can remove a Director from office, either by passing a special resolution or

bynotice being given by all the other Directors.

Dividends

The Board has recommended a final dividend of 1.2p per share, with an associated cash cost

of £1.0m (FY25: £0.9m). An interim dividend of 1.0p per share was paid in December 2025,

with an associated cash cost of £0.8m (FY25: £Nil). Subject to approval at the AGM, this final

dividend will be paid on 31 July 2026, to those on the register at close of business on 3 July

2026 (the record date).

Share capital

As at 31 March 2026, the Company’s issued share capital comprised 83,619,822 ordinary

shares with a nominal value of £0.01 each.

Ordinary shares

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

All ordinary shares, other than those held from time to time in Treasury, are freely transferable

and rank pari passu for voting and dividend rights. The Company is not aware of any

agreements between holders of shares that result in any restrictions.

Employee Benefit Trust

As at 31 March 2026, the Motorpoint Employee Benefit Trust held 4,843,767 ordinary shares

(FY25: 4,284,253).

Further information about share capital can be found in note 27 of the Financial statements.

Change of control provisions

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

material change of control provisions to which the Company is a party.

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

bank can withdraw funding and all outstanding loans, accrued interest and other amounts

due and owing become payable within 30 days of the change. No person holds securities

carrying special rights regarding control of the Company.

Purchase of own shares

At the Company’s AGM on 22 July 2025, shareholders approved an authority for the Company

to make market purchases of its own shares up to a maximum of 8,567,015 shares (being

approximately 10% of the issued share capital at that time) at prices not less than the nominal

value of each share (being £0.01 each). On 20 August 2025, the Company completed the

purchase of 3,000,000 ordinary shares at an average price of 165.3p per share for a total

consideration of £4,958,00. The Company intends to renew this authority at its 2026AGM.

Allotment of shares

At the Company’s AGM on 22 July 2025, shareholders approved an authority for the Company

to allot ordinary shares up to a maximum nominal amount of £285,567 (being approximately

one third of the Company’s issued share capital at that time) increasing to £571,134 (being

approximately two thirds of the Company’s issued share capital at that time) in the case of a

rights issue. The Company intends to renew this authority at its 2026 AGM.

Acquisitions of other companies’ shares

The Company did not purchase or acquire the shares of another company in the year ended

31 March 2026; nor did any nominee of the Company or another company do so with the

Company’s financial assistance; nor did the Company take a lien or other charge on shares

ofanother company.

Subsequent events

After the end of the financial year, a site in a new market location was purchased for £2.0m.

This will be redeveloped and opened as a trading store in due course.

The Group also introduced an additional Property Revolving Credit Facility to a maximum of

£10.0m, which will be used to support capital expenditure requirements, notably in relation

to new store roll out. This facility expires in June 2028, in line with the existing available

banking facilities.

Directors’ report continued

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Disclosure table pursuant to Listing Rule UKLR 6.6.1R

In accordance with UKLR 6.6.1R, the table below sets out the location of the information required to be disclosed, where applicable.

Listing Rule Information to be included Disclosure

6.6.1(1) Interest capitalised by the Group None

6.6.1(2) Unaudited financial information None

6.6.1(3) Long term incentive scheme information involving Board Directors Details can be found on pages 85 and 86 of the Directors’ Remuneration Report

6.6.1(4) Waiver of emoluments by a Director None

6.6.1(5) Waiver of future emoluments by a Director None

6.6.1(6) Non pre-emptive issues of equity for cash None

6.6.1(7) Non pre-emptive issues of equity for cash in relation to major subsidiary undertakings None

6.6.1(8) Listed company is a subsidiary of another company Not applicable

6.6.1(9) Contracts of significance involving a Director or a controlling shareholder None

6.6.1(10) Contracts for the provision of services by a controlling shareholder None

6.6.1(11) Shareholder waiver of dividends The trustees of the Motorpoint Group Plc Employee Share Trust have a dividend

waiver in place in respect of ordinary shares which are its beneficial property

6.6.1(12) Shareholder waiver of future dividends The trustees of the Motorpoint Group Plc Employee Share Trust have a dividend

waiver in place in respect of ordinary shares which are its beneficial property

6.6.1(13) Agreement with controlling shareholder None

Directors’ report continued

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Going concern

In accordance with the UK

Corporate Governance Code

2024 the Board has assessed

the prospects of the Group over

a period in excess of 12 months

from the date of signing the Group

financial statements as required by

the ‘Going Concern’ provision, by

selecting the period to the end of

September 2027.

Total headroom, including the

stocking facilities, undrawn

facilities and available cash, was

£75.4m at the year end. During the

year the Company renegotiated

the terms of both of its stocking

facilities, introducing seasonal

uplifts of £25.0m and £15.0m for

Lombard North Central Plc and

Black Horse Limited respectively,

increasing its total stocking

facility headroom from £165.0m

to £205.0m of which £40.0m is

available throughout the second

half of the year. A further £5.0m

increase to the Lombard facility

was agreed post year end.

In addition, after the year end,

the Group also introduced an

additional property revolving credit

facility to a maximum of £10.0m,

which will be used to support

capital expenditure requirements,

notably in relation to new store

roll out. This facility expires in

June 2028, in line with the existing

available banking facilities.

Directors’ report continued

The Board considers that the available headroom, coupled with the cash generative nature of the business and the available cash levers provide

a strong degree of financial resilience and flexibility. In making their assessment the Directors considered the Group’s current balance sheet and

operational cash flows, the availability of facilities, and stress testing of the key trading assumptions within the Group’s plan. A range of scenarios have

been assessed by the Directors, including various possible downside scenarios against the base case. The Directors opted to model a specific scenario

designed to create the conditions required to breach covenants within the going concern period as well as a severe but plausible downside to the base

case.

Scenario Outcome

Base case

Based upon the Group’s most recent approved forecasts.

The base model assumes continued growth in unit volumes based on

current run rates of year on year unit volume growth uplifted to account

for the opening of new stores, and a prudent estimate based on growth

in the used car market.

The Group is not in breach of any financial covenants and is able to

operate within the finance facility arrangements. The Group is able to meet

all forecast obligations as they fall due.

Severe but plausible downside

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

into account a severe but plausible downside to business performance,

relative to possible economic pressure and stagnation in the growth of

the used car market.

This included volume and margin pressure, reducing volume by 21% and

an overall gross profit reduction compared to the base case of25%.

The Group is not in breach of any financial covenants and is able to

operate within the finance facility arrangements. The Group is able to meet

all forecast obligations as they fall due.

Reverse stress test

A scenario created to model the circumstances required to breach the

Group’s banking covenants at the end of the going concern period.

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

The below scenario was analysed:

Reducing unit volumes by 33% from the base case and decreasing

gross profit overall by 42% through additional margin pressure.

This scenario is designed to result in a covenant breach at the end of the

assessed going concern period.

Management believes the combination of severe downsides to be remote,

and that there are numerous mitigating factors over and above those built

into the reverse stress test modelling which the Board would consider to

avoid a covenant breach.

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The Group continues to consider and monitor further potential mitigation actions it could

take to strengthen its cash position and reduce operating costs in the event of a more severe

downside scenario. Such cost reduction and cash preservation actions would include but

are not limited to: reducing spend on specific variable cost lines including marketing and

store trading expenses; team costs, most notably sales commissions; pausing new stock

commitments; and reviewing expansionary capital spend, dividend and share buyback

activity.

The Directors have also made use of the post year end trading performance to confirm that

performance is in line with expectation. Whilst only a short period has passed since the year

end, this evidence suggests that this is the case.

Based on this assessment, the Board confirms that it has a reasonable expectation that the

Group will be able to continue in operation and meet its liabilities as they fall due over the

period to 30 September 2027.

The Board has determined that the period to September 2027 constitutes an appropriate

period over which to provide its going concern assessment. This is the period detailed in our

base case model which we approve each year as part of the strategic review. Whilst the Board

has no reason to believe the Group will not be viable over a longer period, given the inherent

uncertainty involved we believe this presents users of the Annual Report and Accounts with a

reasonable degree of confidence while still providing a medium term perspective.

The Annual Report was approved by the Board on 10 June 2026.

Signed on behalf of the Board.

Chris Morgan

Chief Financial Officer

10 June 2026

The selection of the assumptions or the sensitised case is inherently subjective, and whilst

the Board considered these assumptions to reflect a downside scenario, the future impact

of economic downturn, interest rate rises or inflating overhead costs is impossible to predict

with absolute accuracy.

Whilst the same applies to the reverse stress test, we note that this scenario is specifically

designed to demonstrate the point at which the covenants breach during the going concern

period. The reverse stress test reflects, in the Board’s opinion, a remote circumstance and

numerous mitigating factors could be implemented to avoid a covenant breach in this

scenario.

Scenario modelling has been considered throughout the year and at year end by

management to formulate response options against moderate or severe downturns in sales

volumes, potential margin pressures and possible cost challenges.

During the year the Group successfully extended its revolving credit facility ‘RCF’ agreement

to June 2028 and agreed a seasonal uplift of an additional £5.0m bringing the total facility

size throughout the second half of the financial period to £19.0m (FY25: 14.0m). The Group

also has an uncommitted overdraft facility of £6.0m which remains in place at the year end.

Both are until June 2028. With respect to the Group’s stocking facilities, these have increased

from £165.0m to £205.0m (of which £40.0m is seasonal) during the year which the Board

deem appropriate given current market conditions. After the year end, the limit available was

increased to £210.0m.

The Group has continued to demonstrate a flexible approach to trading, both in times of

economic uncertainty and where opportunities exist. The Board is mindful of downstream

effects of current geopolitical and economic uncertainty. The Group has considered both

restriction of supply and interest rate increases in its going concern assessment as well as a

range of other macroeconomic factors.

The Group has a strong consumer offering through its price leadership and has historically

responded proactively to consumer uncertainty in the eventuality of a period of prolonged

economic downturn resulting in material reductions in sales volume or prices, as well as

rising overhead costs. It is possible that the Group would need to negotiate changes to

its current banking covenants, but such an extreme downturn is not currently considered

plausible.

Directors’ report continued

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Statement of Directors’ responsibilities

Directors’ confirmations

The Directors consider that the Annual Report and Accounts, taken as a whole, is fair,

balanced and understandable and provides the information necessary for shareholders to

assess the Group’s and Company’s position and performance, business model and strategy.

Each of the Directors, whose names and functions are listed in the Board of Directors section

of the Governance Report on pages 50 and 51 confirm that, to the best of their knowledge:

• the Group financial statements, which have been prepared in accordance with UK

adopted international accounting standards, give a true and fair view of the assets,

liabilities, financial position and profit of the Group;

• the Company financial statements, which have been prepared in accordance with United

Kingdom Accounting Standards, comprising FRS 102, give a true and fair view of the

assets, liabilities and financial position of the Company; and

• the Strategic report includes a fair review of the development and performance of the

business and the position of the group and company, together with a description of the

principal risks and uncertainties that it faces.

In the case of each Director in office at the date the Directors’ report is approved:

• so far as the Director is aware, there is no relevant audit information of which the Group’s

and Company’s auditors are unaware; and

• they have taken all the steps that they ought to have taken as a Director in order to make

themselves aware of any relevant audit information and to establish that the Group’s and

Company’s auditors are aware of that information.

Signed on behalf of the Board.

Chris Morgan

Chief Financial Officer

10 June 2026

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.

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Financial Statements

Financial statements

100 Independent auditors’ report

105 Consolidated statement of

comprehensive income

106 Consolidated balance sheet

107 Consolidated statement of changes

in equity

108 Consolidated cash low statement

109 Notes to the consolidated inancial

statements

132 Company balance sheet

133 Company statement of changes in

equity

134 Notes to the Company inancial

statements

137 Alternative performance measures

(APMs)

138 Shareholder information and

advisors

Motorpoint Group Plc Annual Report and Accounts 2026

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Independent auditors’ report to the members of

Motorpoint Group Plc

Report on the audit of the financial statements

Opinion

In our opinion:

● Motorpoint Group Plc’s group financial statements and company financial statements (the “financial

statements”) give a true and fair view of the state of the group’s and of the company’s affairs as at 31 March 2026

and of the group’s profit and the group’s cash flows for the year then ended;

● the group financial statements have been properly prepared in accordance with UK-adopted international

accounting standards as applied in accordance with the provisions of the Companies Act 2006;

● the company financial statements have been properly prepared in accordance with United Kingdom Generally

Accepted Accounting Practice (United Kingdom Accounting Standards, including FRS 102 “The Financial

Reporting Standard applicable in the UK and Republic of Ireland”, and applicable law); and

● the financial statements have been prepared in accordance with the requirements of the Companies Act 2006.

We have audited the financial statements, included within the Annual Report and Accounts 2026 (the “Annual

Report”), which comprise:

● the Consolidated balance sheet as at 31 March 2026;

● the Company balance sheet as at 31 March 2026;

● the Consolidated statement of comprehensive income for the year then ended;

● the Consolidated statement of changes in equity for the year then ended;

● the Consolidated cash flow statement for the year then ended;

● the Company statement of changes in equity for the year then ended; and

● the notes to the financial statements, comprising material accounting policy information and other explanatory

information.

Our opinion is consistent with our reporting to the Audit Committee.

Basis for opinion

We conducted our audit in accordance with International Standards on Auditing (UK) (“ISAs (UK)”) and applicable

law. Our responsibilities under ISAs (UK) are further described in the Auditors’ responsibilities for the audit of the

financial statements section of our report. We believe that the audit evidence we have obtained is sufficient and

appropriate to provide a basis for our opinion.

Independence

We remained independent of the group in accordance with the ethical requirements that are relevant to our audit of

the financial statements in the UK, which includes the FRC’s Ethical Standard, as applicable to listed public interest

entities, and we have fulfilled our other ethical responsibilities in accordance with these requirements.

To the best of our knowledge and belief, we declare that non-audit services prohibited by the FRC’s Ethical Standard

were not provided.

Other than those disclosed in note 8, we have provided no non-audit services to the company or its controlled

undertakings in the period under audit.

Our audit approach

Overview

Audit scope

● We have performed a full scope audit over the group's financial statements to group materiality. We have also

performed a full scope audit over the company's financial statements to company materiality. All audit

procedures are performed by the group audit team.

Key audit matters

● Inventory valuation (group)

● Carrying value of investments in subsidiary undertakings (parent)

Materiality

● Overall group materiality: £2,537,000 (2025: £1,173,000) based on 0.2% (2025: 0.1%) of revenue.

● Overall company materiality: £1,050,000 (2025: £1,040,000) based on 1% (2025: 1%) of total assets.

● Performance materiality: £1,902,000 (2025: £880,000) (group) and £780,000 (2025: £780,000) (company).

The scope of our audit

As part of designing our audit, we determined materiality and assessed the risks of material misstatement in the

financial statements.

Key audit matters

Key audit matters are those matters that, in the auditors’ professional judgement, were of most significance in the

audit of the financial statements of the current period and include the most significant assessed risks of material

misstatement (whether or not due to fraud) identified by the auditors, including those which had the greatest effect

on: the overall audit strategy; the allocation of resources in the audit; and directing the efforts of the engagement

team. These matters, and any comments we make on the results of our procedures thereon, were addressed in the

context of our audit of the financial statements as a whole, and in forming our opinion thereon, and we do not

provide a separate opinion on these matters.

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This is not a complete list of all risks identified by our audit.

The key audit matters below are consistent with last year.

Key audit matter

How our audit addressed the key audit

matter

Inventory valuation (group)

Refer to note 19, Inventories, to the consolidated financial statements.

Management have recorded a provision where it estimates that the net

realisable value of some vehicles in inventory are below the carrying value

as at the year end. Management calculates the provision based on

historical gross margin data and published industry data. In recent years

there has been a degree of volatility in used car valuations and therefore

estimating net realisable value includes a degree of estimation uncertainty.

We have determined that there is a risk that the provision is misstated.

-We have compared management’s estimate to the

actual margins earned on post year end sales of

vehicles and used this evidence to assess the

provision against vehicles which remain unsold at the

time of the assessment.

-We have assessed the impact of post year end

information on the remaining population of unsold

vehicles in order to estimate the potential total loss

making sales in relation to those unsold vehicles held

in stock as at 31 March 26.

-We have performed sensitivity analysis using this

data to assess the adequacy of the inventory

provision.

-We reviewed the associated disclosures within the

financial statements.

Based on the procedures performed, we consider the

carrying value of inventory to be materially consistent

with the evidence obtained.

Carrying value of investments in subsidiary undertakings (parent)

Refer to note 3, Investments, to the company financial statements. As at 31

March 2026 the parent company’s balance sheet included an investment in

its subsidiary Motorpoint Limited. Annually, the Directors consider whether

any events or circumstances have occurred that could indicate that the

carrying amount of the investment may not be recoverable. Given the

market capitalisation of the group temporarily dropped below the carrying

value of the investment at the year end date, this is deemed to be a trigger

for an impairment review. Management have performed an impairment

assessment based on a value in use calculation, and concluded there is no

impairment.

- We reviewed, validated and challenged

managements impairment trigger assessment, and

concur with management’s assessment that the

market capitalisation dropping below the carrying

value of the investment at the balance sheet date

was an impairment trigger.

- We have reviewed Motorpoint Group Plc’s market

capitalisation and note that, whilst it has fluctuated

throughout the year, for the majority of the year the

company’s market capitalisation was above the

carrying amount of the company’s investments.

- We tested management’s value in use model,

which demonstrated headroom over the carrying

value of the investment, reflecting limited estimation

uncertainty, and validated the key assumptions.

- We reviewed the associated disclosures within the

financial statements.

Based upon the procedures performed, we consider

management’s conclusion that there is no

impairment of the Company’s investment to be

appropriate.

How we tailored the audit scope

We tailored the scope of our audit to ensure that we performed enough work to be able to give an opinion on the

financial statements as a whole, taking into account the structure of the group and the company, the accounting

processes and controls, and the industry in which they operate.

The group and its subsidiaries are based in the UK. We perform a full scope audit of Motorpoint Limited, the only

trading subsidiary of Motorpoint Group Plc. The other two subsidiaries are dormant. We have also performed a full

scope audit over the company's financial statements to company materiality.

The impact of climate risk on our audit

As part of our audit, we made enquiries of management to understand the process adopted to assess the extent of

the potential impact of climate risk on the financial statements and to assess the disclosures made within the

financial statements.

We challenged the completeness of management’s climate risk assessment by comparing with internal climate

plans, board minutes and our understanding of the business and wider industry.

We also considered the consistency of the disclosures in relation to climate change (including the disclosures in the

Task Force on Climate-related Financial Disclosures (TCFD) section) within the Annual Report with the financial

statements and our knowledge obtained from our audit.

Our procedures did not identify any material impact in the context of our audit of the financial statements as a

whole, or our key audit matters for the year ended 31 March 2026.

Materiality

The scope of our audit was influenced by our application of materiality. We set certain quantitative thresholds for

materiality. These, together with qualitative considerations, helped us to determine the scope of our audit and the

nature, timing and extent of our audit procedures on the individual financial statement line items and disclosures

and in evaluating the effect of misstatements, both individually and in aggregate on the financial statements as a

whole.

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Based on our professional judgement, we determined materiality for the financial statements as a whole as follows:

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

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

For each component in the scope of our group audit, we allocated a materiality that is less than our overall group

materiality. The range of materiality allocated across components was between £780,000 and £1,902,000. Certain

components were audited to a local statutory audit materiality that was also less than our overall group materiality.

We use performance materiality to reduce to an appropriately low level the probability that the aggregate of

uncorrected and undetected misstatements exceeds overall materiality. Specifically, we use performance materiality

in determining the scope of our audit and the nature and extent of our testing of account balances, classes of

transactions and disclosures, for example in determining sample sizes. Our performance materiality was 75% (2025:

75%) of overall materiality, amounting to £1,902,000 (2025: £880,000) for the group financial statements and

£780,000 (2025: £780,000) for the company financial statements.

In determining the performance materiality, we considered a number of factors - the history of misstatements, risk

assessment and aggregation risk and the effectiveness of controls - and concluded that an amount at the upper end

of our normal range was appropriate.

We agreed with the Audit Committee that we would report to them misstatements identified during our audit above

£126,000 (group audit) (2025: £50,000) and £50,000 (company audit) (2025: £50,000) as well as misstatements

below those amounts that, in our view, warranted reporting for qualitative reasons.

Conclusions relating to going concern

Our evaluation of the directors’ assessment of the group's and the company’s ability to continue to adopt the going

concern basis of accounting included:

● Reviewing management's going concern model;

● Agreeing the going concern model to the board approved budget and forecast;

● Assessing management's historical forecasting accuracy;

● Comparing the budgets and forecasts used in the going concern model to actual post year end data;

● Challenging the key assumptions used in management’s model and assessing the downside model and its impact

on covenant headroom, including performing sensitivity analysis;

● Verifying the arithmetic accuracy of management’s models; and

● Reviewing management’s disclosures in relation to going concern and assessing their consistency with the

modelling performed.

Based on the work we have performed, we have not identified any material uncertainties relating to events or

conditions that, individually or collectively, may cast significant doubt on the group's and the company’s ability to

continue as a going concern for a period of at least twelve months from when the financial statements are authorised

for issue.

In auditing the financial statements, we have concluded that the directors’ use of the going concern basis of

accounting in the preparation of the financial statements is appropriate.

However, because not all future events or conditions can be predicted, this conclusion is not a guarantee as to the

group's and the company's ability to continue as a going concern.

In relation to the directors’ reporting on how they have applied the UK Corporate Governance Code, we have nothing

material to add or draw attention to in relation to the directors’ statement in the financial statements about whether

the directors considered it appropriate to adopt the going concern basis of accounting.

Our responsibilities and the responsibilities of the directors with respect to going concern are described in the

relevant sections of this report.

Reporting on other information

The other information comprises all of the information in the Annual Report other than the financial statements and

our auditors’ report thereon. The directors are responsible for the other information. Our opinion on the financial

statements does not cover the other information and, accordingly, we do not express an audit opinion or, except to

the extent otherwise explicitly stated in this report, any form of assurance thereon.

In connection with our audit of the financial statements, our responsibility is to read the other information and, in

doing so, consider whether the other information is materially inconsistent with the financial statements or our

knowledge obtained in the audit, or otherwise appears to be materially misstated. If we identify an apparent material

inconsistency or material misstatement, we are required to perform procedures to conclude whether there is a

material misstatement of the financial statements or a material misstatement of the other information. If, based on

the work we have performed, we conclude that there is a material misstatement of this other information, we are

required to report that fact. We have nothing to report based on these responsibilities.

With respect to the Strategic report and Directors' report, we also considered whether the disclosures required by

the UK Companies Act 2006 have been included.

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Based on our work undertaken in the course of the audit, the Companies Act 2006 requires us also to report certain

opinions and matters as described below.

Strategic report and Directors' report

In our opinion, based on the work undertaken in the course of the audit, the information given in the Strategic report

and Directors' report for the year ended 31 March 2026 is consistent with the financial statements and has been

prepared in accordance with applicable legal requirements.

In light of the knowledge and understanding of the group and company and their environment obtained in the course

of the audit, we did not identify any material misstatements in the Strategic report and Directors' report.

Directors' Remuneration

In our opinion, the part of the Annual report on remuneration to be audited has been properly prepared in

accordance with the Companies Act 2006.

Corporate governance statement

The Listing Rules require us to review the directors’ statements in relation to going concern, longer-term viability

and that part of the corporate governance statement relating to the company’s compliance with the provisions of the

UK Corporate Governance Code specified for our review. Our additional responsibilities with respect to the corporate

governance statement as other information are described in the Reporting on other information section of this

report.

Based on the work undertaken as part of our audit, we have concluded that each of the following elements of the

corporate governance statement, included within the Corporate governance report is materially consistent with the

financial statements and our knowledge obtained during the audit, and we have nothing material to add or draw

attention to in relation to:

● The directors’ confirmation that they have carried out a robust assessment of the emerging and principal risks;

● The disclosures in the Annual Report that describe those principal risks, what procedures are in place to

identify emerging risks and an explanation of how these are being managed or mitigated;

● The directors’ statement in the financial statements about whether they considered it appropriate to adopt the

going concern basis of accounting in preparing them, and their identification of any material uncertainties to the

group’s and company’s ability to continue to do so over a period of at least twelve months from the date of

approval of the financial statements;

● The directors’ explanation as to their assessment of the group's and company’s prospects, the period this

assessment covers and why the period is appropriate; and

● The directors’ statement as to whether they have a reasonable expectation that the company will be able to

continue in operation and meet its liabilities as they fall due over the period of its assessment, including any

related disclosures drawing attention to any necessary qualifications or assumptions.

Our review of the directors’ statement regarding the longer-term viability of the group and company was

substantially less in scope than an audit and only consisted of making inquiries and considering the directors’ process

supporting their statement; checking that the statement is in alignment with the relevant provisions of the UK

Corporate Governance Code; and considering whether the statement is consistent with the financial statements and

our knowledge and understanding of the group and company and their environment obtained in the course of the

audit.

In addition, based on the work undertaken as part of our audit, we have concluded that each of the following

elements of the corporate governance statement is materially consistent with the financial statements and our

knowledge obtained during the audit:

● The directors’ statement that they consider the Annual Report, taken as a whole, is fair, balanced and

understandable, and provides the information necessary for the members to assess the group’s and company's

position, performance, business model and strategy;

● The section of the Annual Report that describes the review of effectiveness of risk management and internal

control systems; and

● The section of the Annual Report describing the work of the Audit Committee.

We have nothing to report in respect of our responsibility to report when the directors’ statement relating to the

company’s compliance with the Code does not properly disclose a departure from a relevant provision of the Code

specified under the Listing Rules for review by the auditors.

Responsibilities for the financial statements and the audit

Responsibilities of the directors for the financial statements

As explained more fully in the Statement of Directors' responsibilities, the directors are responsible for the

preparation of the financial statements in accordance with the applicable framework and for being satisfied that they

give a true and fair view. The directors are also responsible for such internal control as they determine is necessary

to enable the preparation of financial statements that are free from material misstatement, whether due to fraud or

error.

In preparing the financial statements, the directors are responsible for assessing the group’s and the company’s

ability to continue as a going concern, disclosing, as applicable, matters related to going concern and using the going

concern basis of accounting unless the directors either intend to liquidate the group or the company or to cease

operations, or have no realistic alternative but to do so.

Auditors’ responsibilities for the audit of the financial statements

Our objectives are to obtain reasonable assurance about whether the financial statements as a whole are free from

material misstatement, whether due to fraud or error, and to issue an auditors’ report that includes our opinion.

Reasonable assurance is a high level of assurance, but is not a guarantee that an audit conducted in accordance with

ISAs (UK) will always detect a material misstatement when it exists. Misstatements can arise from fraud or error and

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are considered material if, individually or in the aggregate, they could reasonably be expected to influence the

economic decisions of users taken on the basis of these financial statements.

Irregularities, including fraud, are instances of non-compliance with laws and regulations. We design procedures in

line with our responsibilities, outlined above, to detect material misstatements in respect of irregularities, including

fraud. The extent to which our procedures are capable of detecting irregularities, including fraud, is detailed below.

Based on our understanding of the group and industry, we identified that the principal risks of non-compliance with

laws and regulations related to the Listing Rules, Financial Conduct Authority regulations, UK General Data

Protection Regulation (UK GDPR) and Health and Safety regulations, and we considered the extent to which non-

compliance might have a material effect on the financial statements. We also considered those laws and regulations

that have a direct impact on the financial statements such as the Companies Act 2006 and UK tax legislation. We

evaluated management’s incentives and opportunities for fraudulent manipulation of the financial statements

(including the risk of override of controls), and determined that the principal risks were related to posting of

inappropriate journal entries with unusual account combinations to increase revenue or reduce expenditure, and

management bias in accounting estimates. Audit procedures performed by the engagement team included:

● Review of correspondence with regulators;

● Enquiries of management including consideration of known or suspected instances of non-compliance with laws

and regulations or fraud;

● Review of minutes of meetings held by those charged with governance;

● Challenging assumptions and judgements made by management in their significant accounting estimates to

identify potential management bias, in particular in relation to inventory valuation; and

● Identifying and testing unusual journal entries, in particular any journal entries posted with unusual account

combinations that increase revenue or reduce expenditure.

There are inherent limitations in the audit procedures described above. We are less likely to become aware of

instances of non-compliance with laws and regulations that are not closely related to events and transactions

reflected in the financial statements. Also, the risk of not detecting a material misstatement due to fraud is higher

than the risk of not detecting one resulting from error, as fraud may involve deliberate concealment by, for example,

forgery or intentional misrepresentations, or through collusion.

Our audit testing might include testing complete populations of certain transactions and balances, possibly using

data auditing techniques. However, it typically involves selecting a limited number of items for testing, rather than

testing complete populations. We will often seek to target particular items for testing based on their size or risk

characteristics. In other cases, we will use audit sampling to enable us to draw a conclusion about the population

from which the sample is selected.

A further description of our responsibilities for the audit of the financial statements is located on the FRC’s website

at: www.frc.org.uk/auditorsresponsibilities. This description forms part of our auditors’ report.

Use of this report

This report, including the opinions, has been prepared for and only for the company’s members as a body in

accordance with Chapter 3 of Part 16 of the Companies Act 2006 and for no other purpose. We do not, in giving these

opinions, accept or assume responsibility for any other purpose or to any other person to whom this report is shown

or into whose hands it may come save where expressly agreed by our prior consent in writing.

Other required reporting

Companies Act 2006 exception reporting

Under the Companies Act 2006 we are required to report to you if, in our opinion:

● we have not obtained all the information and explanations we require for our audit; or

● adequate accounting records have not been kept by the company, or returns adequate for our audit have not

been received from branches not visited by us; or

● certain disclosures of directors’ remuneration specified by law are not made; or

● the company financial statements and the part of the Annual report on remuneration to be audited are not in

agreement with the accounting records and returns.

We have no exceptions to report arising from this responsibility.

Appointment

We were first appointed by the company for the financial year ended 31 March 2015. Our uninterrupted engagement

covers twelve financial years.

Other matter

The company is required by the Financial Conduct Authority Disclosure Guidance and Transparency Rules to

include these financial statements in an annual financial report prepared under the structured digital format

required by DTR 4.1.15R - 4.1.18R and filed on the National Storage Mechanism of the Financial Conduct

Authority. This auditors’ report provides no assurance over whether the structured digital format annual financial

report has been prepared in accordance with those requirements.

Mark Foster (Senior Statutory Auditor)

for and on behalf of PricewaterhouseCoopers LLP

Chartered Accountants and Statutory Auditors

Milton Keynes

10 June 2026

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Consolidated statement of comprehensive income

For the year ended 31 March 2026

		2026	2025
	Note	£m	£m
Revenue	6	1 ,268.6	1 ,1 7 3 .1
Cost of sales	7	(1 ,1 6 9 .7)	(1,0 82 . 3)
Gross profit		98.9	90. 8
Operating expenses	7	(8 1. 2)	(7 8 .1)
Other income		0.1	0.8
Operating profit	7	1 7. 8	13. 5
Finance expense	11	(1 0.3)	(9. 4)
Profit before income tax		7. 5	4 .1
Income tax expense	12	(1 . 9)	(0. 9)
Profit for the year		5.6	3.2
Other comprehensive income:
Items that will not be reclassified to profit or loss
Tax relating to items which will not be reclassified to profit or loss		–	0 .1
Other comprehensive income		–	0 .1
Total comprehensive income for the year attributable to equity holders of the parent		5.6	3.3
Earnings per share attributable to equity holders of the parent (pence)
Basic	13	6 .6p	3 .7p
Diluted	13	6 .6p	3.6p

The Group’s activities all derive from continuing operations.

The notes on pages 109 to 131 are an integral part of these consolidated financial statements.

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comprehensive income

Consolidated balance sheet

As at 31 March 2026

		As at	As at
		31 March	31 March
		2026	2025
	Note	£m	£m
ASSETS
Non-current assets
Property, plant and equipment	15	22.2	15.4
Right-of-use assets	16	56.8	51.0
Intangible assets	17	2.6	3.0
Deferred tax assets	18	1.3	1.3
Total non-current assets		82. 9	7 0.7
Current assets
Inventories	19	1 9 4 .1	1 51. 4
Trade and other receivables	20	1 7. 0	13 .4
Cash and cash equivalents	21	5. 2	6.6
Total current assets		216.3	17 1. 4
TOTAL ASSETS		29 9. 2	24 2 .1
LIABILITIES
Current liabilities
Trade and other payables	23	(19 2 . 4)	(1 55 . 2)
Borrowings	22	(14 .0)	–
Lease liabilities	16	(6. 6)	(6 .0)
Current tax liabilities	12	(2 .5)	(0. 5)
Total current liabilities		(21 5. 5)	(1 6 1 .7)
Net current assets		0.8	9.7

		As at	As at
		31 March	31 March
		2026	2025
	Note	£m	£m
Non-current liabilities
Lease liabilities	16	(5 6. 4)	(51. 4)
Provisions	24	(1. 3)	(2 .1)
Deferred tax liabilities	18	–	–
Total non-current liabilities		(5 7. 7)	(53.5)
TOTAL LIABILITIES		(273 . 2)	(2 1 5. 2)
NET ASSETS		2 6.0	26.9
EQUITY
Called up share capital	27	0. 8	0.9
Capital redemption reserve	28	0. 2	0 .1
Capital reorganisation reserve	29	(0. 8)	(0 .8)
EBT reserve	30	(8 .8)	(8 . 5)
Retained earnings		34 .6	3 5.2
TOTAL EQUITY		26 .0	26. 9

The consolidated financial statements on pages 105 to 108 were approved by the Board of

Directors on 10 June 2026 and were signed on its behalf by:

Mark Carpenter Chris Morgan

Chief Executive Officer Chief Financial Officer

Motorpoint Group Plc

Registered number 10119755

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			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 2024		0.9	0 .1	(0. 8)	(5 .1)	3 6.0	3 1 .1
Profit for the year		–	–	–	–	3.2	3.2
Other comprehensive income for the year		–	–	–	–	0 .1	0 .1
Total comprehensive income for the year		–	–	–	–	3.3	3.3
Transactions with owners in their capacity as owners:
Share-based payments		–	–	–	–	1.0	1.0
Buyback and cancellation of shares	27	–	–	–	–	(4 .7)	(4 .7)
EBT share purchases and commitments	30	–	–	–	(3. 8)	–	(3 . 8)
Share-based compensation options satisfied through the EBT	30	–	–	–	0. 4	(0 .4)	–
		–	–	–	(3. 4)	(4 .1)	(7. 5)
Balance at 31 March 2025		0.9	0 .1	(0.8)	(8 . 5)	3 5.2	26.9
Profit for the year		–	–	–	–	5 .6	5.6
Other comprehensive income for the year		–	–	–	–	–	–
Total comprehensive income for the year		–	–	–	–	5.6	5.6
Transactions with owners in their capacity as owners:
Share-based payments		–	–	–	–	1.4	1.4
Buyback and cancellation of shares	27	(0.1)	0 .1	–	–	(5 .0)	(5.0)
EBT share purchases and commitments	30	–	–	–	(1 . 2)	–	(1 . 2)
Share-based compensation options satisfied through the EBT	30	–	–	–	0. 9	(0. 9)	–
Payment of dividends	14	–	–	–	–	(1 .7)	(1 .7)
		(0.1)	0.1	–	(0. 3)	(6 . 2)	(6 . 5)
Balance at 31 March 2026		0.8	0. 2	(0.8)	(8. 8)	3 4.6	2 6 .0

The notes on pages 109 to 131 are an integral part of these consolidated financial statements.

Consolidated statement of changes in equity

For the year ended 31 March 2026

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equity

Consolidated cash flow statement

For the year ended 31 March 2026

		2026	2025
	Note	£m	£m
Profit for the year attributable to equity
shareholders		5.6	3.2
Adjustments for:
Taxation charge	12	1.9	0.9
Finance expense	11	10.3	9.4
Operating profit		1 7. 8	13. 5
Share-based payments	34	1.4	1 .0
Depreciation and amortisation charges	7	9.7	1 0.4
Profit on disposals of property, plant and equipment
and right-of-use assets	7	–	(0. 4)
Cash flow from operations before movement in working capital		28.9	24. 5
Increase in inventory		(42 .7)	(4 9. 0)
(Increase)/ decrease in trade and other receivables		(3 .6)	5.8
Increase in trade and other payables		3 6 .1	4 7. 7
Cash generated from operations		1 8.7	2 9.0
Interest paid on borrowings and financing facilities	11	(8 . 2)	(7. 3)
Interest paid on lease liabilities	11	(2 .1)	(2 .1)
Income tax paid		–	(0 . 2)
Net cash generated from operating activities		8.4	1 9.4
Cash flows from investing activities
Purchases of property, plant and equipment and intangible assets		(1 5. 4)	(7. 6)
Proceeds from disposal of property, plant and equipment and right-of-use assets		5 .1	0.3
Net cash used in investing activities		(10 .3)	(7. 3)

		2026	2025
	Note	£m	£m
Cash flows from financing activities
Payments to acquire own shares for cancellation	27	(5.0)	(4.7)
Payments to acquire own shares for share schemes		(1. 2)	(3 . 8)
Proceeds from exercise of share-based payments		0.4	0.2
Repayment of principal element of leases		(6.0)	(6 . 4)
Repayment of borrowings		(7 7.5)	(3 3. 0)
Proceeds from borrowings		91.5	3 3 .0
Payment of dividends	14	(1 .7)	–
Net cash used in financing activities		0.5	(14 .7)
Net (decrease) / increase in cash and cash
equivalents		(1 .4)	(2. 6)
Cash and cash equivalents at the beginning of the year		6.6	9.2
Cash and cash equivalents at end of year		5.2	6 .6
Net cash and cash equivalents comprises: Cash at bank		5.2	6 .6

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Notes to the consolidated financial statements

1. General information

Motorpoint Group Plc (the Company) is incorporated and domiciled in the United Kingdom

under the Companies Act 2006.

The Company is a public company limited by shares and is listed on the London Stock

Exchange; the address of the registered office is Champion House, Stephensons Way,

Derby, England, United Kingdom, DE21 6LY . The consolidated financial statements of

the Group as at and for the year ended 31 March 2026 comprise the Company, all of its

subsidiaries and the Motorpoint Group Plc Employee Benefit Trust (the EBT) as listed on

page 135, together referred to as the Group. These financial statements are presented

in pounds sterling because that is the currency of the primary economic environment in

which the Group operates. All amounts have been rounded to the nearest one hundred

thousand unless otherwise indicated.

The principal activities of the Group and the nature of the Group’s operations are set out in

the Strategic report on pages 1 to 49.

2. Summary of material accounting policies

The principal accounting policies applied in the preparation of these consolidated financial

statements are set out below. The policies have been consistently applied to all years

presented, unless otherwise stated.

(a) Basis of preparation

The consolidated financial statements of the Group have been prepared and approved

by the Board on a historical cost basis in accordance with UK-adopted International

Accounting Standards (IFRS) and with the requirements of the Companies Act 2006 as

applicable to companies reporting under those standards.

The preparation of financial statements in conformity with IFRS requires the use of certain

critical accounting estimates. It also requires management to exercise its judgement in the

process of applying the Group’s accounting policies. The areas involving a higher degree of

judgement or complexity, or areas where assumptions and estimates are significant to the

consolidated financial statements, are disclosed in note 4.

In adopting the going concern basis for preparing the financial statements, the Directors

have considered the business activities including the Group’s principal risks and

uncertainties. This specifically includes considerations for climate-related matters and

more details are disclosed in note 15.

(b) Going concern

In accordance with the UK Corporate Governance Code 2024 the Board has assessed the

prospects of the Group over a period in excess of 12 months from the date of signing the

Group financial statements as required by the ‘Going Concern’ provision, by selecting the

period to the end of September 2027.

Total headroom, including the stocking facilities, undrawn facilities and available cash,

was £75.4m at the year end. During the year the Company renegotiated the terms of both

of its stocking facilities, introducing seasonal uplifts of £25.0m and £15.0m for Lombard

North Central Plc and Black Horse Limited respectively, increasing its total stocking facility

headroom from £165.0m to £205.0m of which £40.0m is available throughout the second

half of the year. A further £5.0m increase to the Lombard facility was agreed post year end.

In addition, after the year end, the Group also introduced an additional Property Revolving

Credit Facility to a maximum of £10.0m, which will be used to support capital expenditure

requirements, notably in relation to new store roll out. This facility expires in June 2028, in

line with the existing available banking facilities.

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

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

and flexibility.

Scenarios:

In making their assessment the Directors considered the Group’s current balance sheet

and operational cash flows, the availability of facilities, and stress testing of the key

trading assumptions within the Group’s plan. A range of scenarios have been assessed

by the Directors, including a specific scenario designed to create the conditions required

to breach covenants within the going concern period as well as a severe but plausible

downside to the base case.

Scenario	Outcome
Base case
Based upon the Group’s most recent	The Group is not in breach of any financial
approved forecasts.	covenants and is able to operate within the
	finance facility arrangements. The Group is
The base model assumes continued	able to meet all forecast obligations as they
growth in unit volumes based on current	fall due.
run rates of year on year unit volume
growth uplifted to account for the opening of new stores, and a prudent
estimate based on growth in the used
car market.

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Notes to the consolidated financial statements continued

Scenario	Outcome
Severe but plausible downside
Top down stress testing was applied to	The Group is not in breach of any financial
the base case model, taking into account	covenants and is able to operate within the
a severe but plausible downside to business	finance facility arrangements. The Group is
performance, relative to possible economic	able to meet all forecast obligations as they
pressure and stagnation in the growth of the used car market.	fall due.
This included volume and margin pressure, reducing volume by 21% and an overall
gross profit reduction compared to the base case of 25%.
Reverse stress test
A scenario created to model the	This scenario is designed to result in a
circumstances required to breach the	covenant breach at the end of the assessed
Group’s banking covenants at the end	going concern period.
of the going concern period.	Management believes the combination of
The Board considered the potential impacts	severe downsides to be remote, and that
in preparing the stress test. The below	there are numerous mitigating factors over
scenario was analysed:	and above those built into the reverse stress
	test modelling which the Board would
Reducing unit volumes by 33% from the base	consider to avoid a covenant breach.
case and decreasing gross profit overall by 42% through additional margin pressure.

The selection of the assumptions or the sensitised case is inherently subjective, and whilst

the Board considered these assumptions to reflect a downside scenario, the future impact

of economic downturn, interest rate rises or inflating overhead costs is impossible to

predict with absolute accuracy.

Whilst the same applies to the reverse stress test, we note that this scenario is specifically

designed to demonstrate the point at which the covenants breach during the going

concern period. The reverse stress test reflects, in the Board’s opinion, a remote

circumstance and numerous mitigating factors could be implemented to avoid a covenant

breach in this scenario.

Scenario modelling has been considered throughout the year and at year end by

management to formulate response options against moderate or severe downturns in sales

volumes, potential margin pressures and possible cost challenges.

During the year the Group successfully extended its revolving credit facility ‘RCF’

agreement to June 2028 and agreed a seasonal uplift of an additional £5.0m bringing the

total facility size throughout the second half of the financial period to £19.0m (FY25: 14.0m).

The Group also has an uncommitted overdraft facility of £6.0m which remains in place at

the year end. Both are until June 2028. With respect to the Group’s stocking facilities, these

have increased from £165.0m to £205.0m (of which £40.0m is seasonal) during the year

which the Board deem appropriate given current market conditions. After the year end, the

limit available was increased to £210.0m.

The Group has continued to demonstrate a flexible approach to trading, both in times of

economic uncertainty and where opportunities exist. The Board is mindful of downstream

effects of current geopolitical and economic uncertainty; the Group has considered both

restriction of supply and interest rate increases in its going concern assessment as well as a

range of other macroeconomic factors.

The Group has a strong consumer offering through its price leadership and has historically

responded proactively to consumer uncertainty in the eventuality of a period of prolonged

economic downturn resulting in material reductions in sales volume or prices, as well as

rising overhead costs. It is possible that the Group would need to negotiate changes to

its current banking covenants, but such an extreme downturn is not currently considered

plausible.

The Group continues to consider and monitor further potential mitigation actions it could

take to strengthen its cash position and reduce operating costs in the event of a more

severe downside scenario. Such cost reduction and cash preservation actions would

include but are not limited to: reducing spend on specific variable cost lines including

marketing and store trading expenses; team costs, most notably sales commissions;

pausing new stock commitments; and reviewing expansionary capital spend, dividend and

share buyback activity.

The Directors have also made use of the post year end trading performance to confirm that

performance is in line with expectation. Whilst only a short period has passed since the

year end, this evidence suggests that this is the case.

Based on this assessment, the Board confirms that it has a reasonable expectation that the

Group will be able to continue in operation and meet its liabilities as they fall due over the

period to 30 September 2027.

The Board has determined that the period to September 2027 constitutes an appropriate

period over which to provide its going concern assessment. This is the period detailed in

our base case model which we approve each year as part of the strategic review. Whilst

the Board has no reason to believe the Group will not be viable over a longer period, given

the inherent uncertainty involved we believe this presents users of the Annual Report and

Accounts with a reasonable degree of confidence while still providing a medium term

perspective.

2. Summary of material accounting policies continued

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The Group has not early adopted standards, interpretations or amendments that have been

issued but are not mandatory for 31 March 2026 reporting periods.

The following amended standards and interpretations effective for the current financial

year have been applied and have not had a significant impact on the Group’s consolidated

financial statements in the current or future reporting periods and on foreseeable future

transactions:

• Classification and Measurement of Financial Instruments – Amendment to IFRS 9 and

IFRS 7

In April 2024, the IASB issued IFRS 18 Presentation and Disclosure in Financial Statements

in response to investors’ concerns about comparability and transparency of entities’

performance reporting. The new presentation requirements introduced in IFRS 18 will

increase comparability of the financial performance of similar entities, especially related to

how ‘operating profit or loss’ is defined. The new disclosure requirements for ‘management-

defined performance measures’ will enhance transparency. IFRS 18 is effective from 1

January 2027 and has not yet been adopted by the group.

(d) Basis of consolidation

The consolidated financial statements incorporate the financial statements of the Company,

entities controlled by the Company (its subsidiaries) and the Motorpoint Group Plc

Employee Benefit Trust made up to 31 March each year.

A list of subsidiaries is disclosed in note 3 to the Company financial statements.

The EBT is consolidated on the basis that the Company has control, thus the assets and

liabilities of the EBT are included in the balance sheet and shares held by the EBT in the

Company are presented as a deduction from equity. The EBT has been solely set up for the

purpose of issuing shares to Group employees to satisfy awards under the various share-

based schemes and has no ability to access or use assets, or settle liabilities, of the Group.

Subsidiaries are all entities over which the Group has control. The Group controls an

entity when the Group is exposed to, or has rights to, variable returns from its involvement

with the entity and has the ability to affect those returns through its power over the

entity. Subsidiaries are fully consolidated from the date on which control is transferred

to the Group. They are deconsolidated from the date that control ceases. Intercompany

transactions and balances between Group companies are eliminated on consolidation.

(e) Segmental reporting

The Group has prepared segmental reporting in accordance with IFRS 8 ‘Operating

Segments’. The Group’s chief operating decision maker is considered to be the Board of

Directors. Segmental information is presented on the same basis as the management

reporting. An operating segment is a component of the business where discrete financial

information is available and the operating results are regularly reviewed by the Group’s

chief operating decision maker to make decisions about resources to be allocated to the

segment and to assess its performance.

Operating segments are aggregated into reporting segments to combine those with similar

characteristics.

The Group operates its omnichannel vehicle retailer offering through a store network and

separate financial information is prepared for these individual store operations. These

stores are typically considered separate ‘cash generating units’ for impairment purposes.

However, it is considered that the nature of the operations and products is similar and

they all have similar long term economic characteristics and the Group has applied the

aggregation criteria of IFRS 8. In addition, the Group operates an independent trade car

auction site offering a business-to-business entirely online auction marketplace platform

which is assessed by the Board as a separate operation and thus there are two reportable

segments: retail and wholesale.

(f) Revenue recognition

Revenue represents amounts chargeable, net of value added tax, in respect of the

sale of goods and services to customers. Revenue is measured at the fair value of the

consideration receivable, when it can be reliably measured, and the specified recognition

criteria for the sales type has been met. The transaction price is determined based on

periodically reviewed prices and is separately identified on the customer’s invoice. There

are no estimates of variable consideration.

The transaction price for motor vehicles and motor related services is at fair value as if each

of those products are sold individually.

(i) Sales of motor vehicles

Revenue from the sale of retail motor vehicles is recognised when the control has passed;

that is, when the vehicle has been collected by, or delivered to, the customer. Payment of

the transaction price is due immediately when the customer purchases the vehicle. Sales of

accessories, such as mats, are recognised in the same way.

Revenue from the sale of wholesale vehicles is recognised when the control has passed;

that is, when full payment has been made for the vehicle. The Group also sells wholesale

vehicles in bulk transactions to auction houses. When this is the case revenue is recognised

upon the earlier of collection of the vehicles or full payment.

The Group operates a return policy which is consistent with the relevant consumer

protection regulations. This includes a 14 day money back guarantee for home delivery

customers. A returns provision is made against the estimated value of the products likely to

be returned.

The Group in limited circumstances acts as an agent on the behalf of other third parties

to sell their vehicles. These vehicles are not owned by the Group; therefore, only the

commission earned is recognised as revenue. The value of such vehicles at year end is

excluded from inventory.

Notes to the consolidated financial statements continued

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(f) Revenue recognition continued

(ii) Sales of motor related services and commissions

Motor related services sales include commissions on finance introductions, extended

guarantees, paint protection products, and cosmetic and alloy wheel maintenance plans.

Sales of paint protection products are recognised when the control has passed; that is, the

protection has been applied and the product is supplied to the customer.

The assessment is based on whether the Group controls the specific goods and services

before transferring them to the end customer, rather than whether it has exposure to

significant risks and rewards associated with the sale of goods or services.

The Group receives commissions when it arranges finance, insurance packages, extended

warranty and paint/cosmetic protection for its customers, acting as agent on behalf of

a limited number of finance, insurance and other companies. For finance and insurance

packages, commission is earned and recognised as revenue when the customer draws

down the finance or commences the insurance policy from the supplier which coincides

with the delivery of the product or service. Commissions receivable for all motor related

services are paid typically in the month after the finance is drawn down. For extended

warranty and paint/cosmetic protection, the commission earned by the Group as an agent

is recognised as revenue at the point of sale on behalf of the principal.

Finance commission

Where the Group receives finance commission income, primarily arising when the

customer uses third party finance to purchase the vehicle, the Group recognises such

income on an ‘as earned’ basis.

(iii) Other income

Other operating income includes income from all other operating activities which are

not related to the principal activities of the company. Other operating income includes

insurance proceeds received and income recognised in relation to the logbook of a vehicle

not provided by customers at the transaction date.

(g) Dividend distribution

Dividend distribution to the Group’s shareholders is recognised as a liability in the Group’s

financial statements in the period which the dividends are approved.

(h) Intangible assets other than goodwill

Intangible assets with finite useful lives that are acquired separately are carried at cost

less accumulated amortisation and accumulated impairment losses. The estimated useful

life and amortisation method are reviewed annually with the effect of any changes being

reflected on a prospective basis.

Research costs are expensed as incurred. An intangible asset arising from development

expenditure on a project is only recognised if management considers that it is technically

feasible and that there are sufficient resources available to complete the asset so that it will

be available for use or sale, that it intends to complete and is able to sell or use the asset

to generate future economic benefits and that the costs of the development project can

be measured reliably. Following the initial recognition of the expenditure, the asset will be

carried at cost less accumulated amortisation and impairment losses.

Amortisation is applied once the asset is available for use to write off the cost over the

period which is expected to benefit from the use of or sale of the asset.

The annual amortisation rates applied to the Group’s intangible assets on a straight line

basis are as follows:

Asset class	Depreciation method and rate
IT Projects	20% – 33.3% straight line

(i) Property, plant & equipment

Property, plant and equipment is stated at the cost less depreciation. The cost of property,

plant and equipment includes directly attributable costs. Depreciation is provided on

tangible fixed assets on a straight line basis so as to write off the cost or valuation, less

any estimated residual value, over their expected useful economic lives. Expected useful

economic lives vary by asset and are reviewed annually.

Asset class	Typical useful economic lives
Land	N/A
Freehold property	20 years
Short term leasehold improvements	Lower of remaining lease term and useful
	economic life
Plant and machinery	5 to 10 years
Fixtures and fittings	5 years
Office equipment	3 to 5 years

Assets in the course of construction are recorded separately within property, plant and

equipment and are transferred to the appropriate classification when complete and

depreciated from the date they are brought into use.

The residual values of the assets and their useful lives are reviewed, and adjusted if

appropriate, at each balance sheet date. The carrying value of assets is reviewed for

impairment if events or changes in circumstances suggest that the carrying value may not

be recoverable. Assets are written down to their recoverable amount if lower than their

carrying value, and any impairment is charged to the statement of comprehensive income.

Gains and losses on disposals are determined by comparing the proceeds with the carrying

amount and are recognised in the statement of comprehensive income within ‘operating

expenses’.

Notes to the consolidated financial statements continued

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(j) Financial instruments

IFRS 9 requires an entity to recognise financial assets and financial liabilities in the

Group’s balance sheet when the Group becomes party to the contractual provisions of the

instrument.

The Group classifies financial instruments, or their component parts, on initial recognition

as financial assets, financial liabilities or equity instruments according to the substance of

the contractual arrangements entered into.

Financial assets

Trade receivables are initially recognised when they originated. All other financial assets

are initially recognised when the Group becomes a party to the contractual provisions of

the instrument.

Financial assets are classified at initial recognition into one of the following categories:

• Amortised cost

• Fair value through other comprehensive income (FVOCI)

• Fair value through profit or loss (FVTPL)

A financial asset is measured at amortised cost if it meets both of the following conditions

and is not designated as at fair value reported in profit or loss:

• It is held within a business model whose objective is to hold assets to collect contractual

cash flows; and

• Its contractual terms give rise on specified dates to cash flows that are solely payments

of principal and interest on the principal amount outstanding.

The Group primarily holds trade receivables and other financial assets that meet the criteria

for amortised cost.

Financial assets at amortised cost are subsequently measured at amortised cost using the

effective interest method. The amortised cost is reduced by impairment losses. Interest

income, foreign exchange gains and losses and impairments are recognised in profit or

loss. Any gain or loss on derecognition is recognised in profit or loss.

Impairment of financial assets

The Group recognises loss allowances for Expected Credit Losses (ECL) on financial assets

measured at amortised cost. ECL are a probability-weighted estimate of credit losses.

Credit losses are measured as the present value of all cash shortfalls. ECL are discounted at

the effective interest rate of the financial asset.

At each reporting date, the Group assesses whether financial assets carried at amortised

cost are credit impaired. A financial asset is credit impaired when one or more events that

have a detrimental impact on the estimated future cash flows of the financial asset have

occurred. The gross carrying amount of a financial asset is written off (either partially or in

full) when there is no realistic prospect of recovery.

Financial liabilities

Financial liabilities are classified on initial recognition as either other financial liabilities

measured at amortised cost or at fair value through profit or loss.

Offsetting of financial assets and liabilities

Financial assets and liabilities are offset and the net amount reported in the balance sheet

when there is a legally enforceable right to offset the recognised amounts and there is an

intention to settle on a net basis or realise the asset and settle the liability simultaneously.

The legally enforceable right must not be contingent on future events and must be

enforceable in the normal course of business and in the event of default, insolvency or

bankruptcy of the Group or the counterparty.

Equity instruments

An equity instrument is any contract that evidences a residual interest in the assets of

the Group after deducting all of its liabilities. Equity instruments issued by the Group are

recorded as the proceeds received, net of direct issue costs.

(k) IFRS 16 Leases

Lease liability – initial recognition

The lease liability is initially measured at the present value of the lease payments that are

not paid at the commencement date. The lease payments are discounted at the Group’s

incremental borrowing rate. The incremental borrowing rate is determined based on a

series of inputs including the risk-free rate based on Government bond rates in addition to

specific adjustments for risk and security. Lease payments included in the measurement of

the lease liability comprise:

• fixed lease payments (including in-substance fixed payments), less any lease incentives;

• variable lease payments such as those that depend on an index or rate (such as RPI),

initially measured using the index or rate at the commencement date;

• the amount expected to be payable by the Group under residual value guarantees;

• the exercise price of purchase options where the Group is reasonably certain to exercise

the options; and

• payments of penalties for terminating the lease, if the lease term reflects the exercise of

an option to terminate the lease.

The lease liability is presented as a separate line in the consolidated balance sheet, split

between current and non-current liabilities.

Notes to the consolidated financial statements continued

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(k) IFRS 16 Leases continued

Lease liability – subsequent measurement

The lease liability is subsequently measured by increasing the carrying amount to reflect

interest on the lease liability (using the effective interest method) and by reducing the

carrying amount to reflect the lease payments made.

Lease liability – remeasurement

The lease liability is remeasured where:

• there is a change in the assessment of exercise of a purchase option, in which case the

lease liability is remeasured by discounting the revised lease payments using a revised

discount rate; or

• the lease payments change due to changes in an index or rate or a change in expected

payment under a guaranteed residual value, in which case the lease liability is

remeasured by discounting the revised lease payments using the initial discount rate

(unless the lease payments change is due to a change in a floating interest rate, in which

case a revised discount rate is used); or

• the lease contract is modified and the lease modification is not accounted for as a

separate lease, in which case the lease liability is remeasured by discounting the revised

lease payments using a revised discount rate.

When the lease liability is remeasured, an equivalent adjustment is made to the right-of-use

asset unless its carrying amount is reduced to zero, in which case any remaining amount is

recognised in profit or loss.

Right-of-use asset – initial recognition

The right-of-use asset comprises the initial measurement of the corresponding lease

liability, lease payments made at or before the commencement date, any dilapidation or

removal costs, and any initial direct costs. They are subsequently measured at cost less

accumulated depreciation and impairment losses.

The right-of-use asset is presented as a separate line in the balance sheet.

Right-of-use asset – subsequent measurement

Right-of-use assets are depreciated over the shorter of the lease term and useful life of the

underlying asset.

Impairment

The Group applies IAS 36 to determine whether a right-of-use asset is impaired and

accounts for any identified impairment loss. Variable rents that do not depend on an index

or rate are not included in the measurement of the lease liability and the right-of-use asset.

The related payments are recognised as an expense in the period in which the event or

condition that triggers those payments occurs.

Sale and leaseback

A sale and leaseback transaction is where the Group sells an asset and immediately

reacquires the use of the asset by entering into a lease with the buyer. A sale occurs when

control of the underlying asset passes to the buyer. A lease liability is recognised, the

associated property, plant and equipment asset is derecognised, and a right-of-use asset is

recognised at the proportion of the carrying value relating to the right retained. Any gain or

loss arising relates to the rights transferred to the buyer.

(l) Inventory

Inventory is valued at the lower of cost and net realisable value, after due regard for slow

moving vehicles. Costs of purchased inventory include the costs of bringing to their

present location and condition and are determined after deducting rebates and discounts.

Net realisable value is based on selling price less anticipated costs of completion and

selling costs. When calculating an inventory provision, management considers the nature

and condition of the inventory as well as applying assumptions around expected saleability,

determined on historic trading patterns.

Inventory cost is calculated using the specific identification method.

(m) Trade receivables

Trade receivables represent the principal amounts outstanding from finance companies

in respect of the financed element of sales to customers for motor vehicle and related

products. Trade receivables are recognised net of any provision for impairment.

The carrying value of certain financial assets are measured on an expected credit loss

approach. Trade and other receivables do not contain a significant financing element and

therefore expected credit losses are measured using the simplified approach permitted by

IFRS 9, which requires expected lifetime losses to be recognised from the initial recognition

of the receivables.

(n) Cash and cash equivalents

Cash and cash equivalents include cash in hand and at bank, deposits held at call with

banks and pending card transactions. Where applicable, bank overdrafts are shown within

borrowings in current liabilities.

Notes to the consolidated financial statements continued

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(o) Current and deferred tax

The tax expense for the period comprises current and deferred tax. Tax is recognised

in the statement of comprehensive income, except to the extent that it relates to items

recognised in other comprehensive income or directly in equity.

The current tax charge is calculated on the basis of tax laws enacted or substantively

enacted at the balance sheet date.

Deferred tax is recognised, without discounting, in respect of all temporary differences

arising between the treatment of certain items for taxation and accounting purposes,

which have arisen but not reversed by the balance sheet date. Deferred tax is measured at

the rates, based on the tax rates and law enacted or substantively enacted at the balance

sheet date, that are expected to apply in the periods when the timing differences are

expected to reverse.

Deferred tax assets are recognised only to the extent that it is probable that future taxable

profits will be available against which the temporary differences can be utilised.

Deferred tax assets and liabilities are offset when there is a legally enforceable right to

offset current tax assets against current tax liabilities and when the deferred tax assets and

liabilities relate to income taxes levied by the same taxation authority on either the same

taxable entity or different taxable entities and there is an intention to settle the balances on

a net basis.

(p) Trade payables

Trade payables are obligations to pay for goods or services that have been acquired in

the ordinary course of business from suppliers. Accounts payable are classified as current

liabilities if payment is due within one year or less. If not, they are presented as non-current

liabilities.

Trade payables are recognised initially at fair value and subsequently measured at

amortised cost using the effective interest method, unless the effect is immaterial.

(q) Stocking finance facilities

Stocking finance facilities, included within trade and other payables, are borrowings

secured against the vehicle against which the facility is drawn down. These are short term

liabilities which are settled on the sale of a vehicle or a fixed maturity not greater than 150

days and as a result form part of the normal business operating cycle (see note 23 for more

details). They are recognised initially at fair value and subsequently measured at amortised

cost using the effective interest method unless the effect is immaterial.

(r) Share capital

Ordinary shares are classified as equity. Costs incurred in issuing equity are deducted from

the equity instrument.

(s) Provisions

Provisions for making good obligations are recognised when the Group has a present

legal or constructive obligation as a result of past events, it is probable that an outflow

of resources will be required to settle the obligation, and the amount can be reliably

estimated. Provisions are not recognised for future operating losses. Where there are a

number of similar obligations, the likelihood that an outflow will be required in settlement

is determined by considering the class of obligations as a whole. A provision is recognised

even if the likelihood of an outflow with respect to any one item included in the same class

of obligations may be small.

Provisions are measured at the present value of management’s best estimate of the

expenditure required to settle the present obligation. The discount rate used to determine

the present value is a pre-tax rate that reflects current market assessments of the time

value of money and the risks specific to the liability. The increase in the provision due to the

passage of time is recognised as interest expense.

(t) Borrowings

Borrowings are recognised initially at fair value, net of transaction costs incurred.

Borrowings are subsequently carried at amortised cost using the effective interest rate

method. The effective interest rate method is a method of calculating the amortised cost

and allocating the interest cost over the relevant period.

The effective interest rate is the rate that exactly discounts estimated future cash payments

through the expected life of the financial instrument.

(u) Employee benefits

(i) Pensions

The Group operates a defined contribution pension scheme for employees. The assets

of the scheme are held separately from those of the Group. The annual contributions are

charged in the statement of comprehensive income in the year in which they become

payable in accordance with the rules of the scheme.

(ii) Other employee benefits

The Group recognises an expense for other short term employee benefits, primarily holiday

pay and employee commissions and bonuses on an accruals basis.

(v) Earnings per share (EPS)

The Group presents basic and diluted EPS for its ordinary shares. Basic EPS is calculated by

dividing the profit attributable to ordinary shareholders by the weighted average number of

ordinary shares outstanding during the year. For diluted EPS, the weighted average number

of ordinary shares is adjusted to assume conversion of all dilutive potential ordinary shares.

(w) Exceptional items

Material non-recurring items of income and expense, which relate entirely to significant

one off events, are disclosed as ‘exceptional items’.

Notes to the consolidated financial statements continued

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(x) Contingent liabilities

Contingent liabilities are disclosed where a present obligation arises from past events but

is not recognised as a liability due to uncertainty in timing or amount. They are disclosed

unless the possibility of an outflow of economic benefits is remote. Contingent liabilities

are not recognised in the financial statements but are reviewed at each reporting date.

3. Underlying profit measures

The Group’s chief operating decision maker is considered to be the Board of Directors.

The Board of Directors measure the overall performance of the Group by reference to the

following non-GAAP measures:

• earnings before interest, tax, depreciation, amortisation and exceptional items (EBITDA);

• operating profit before exceptional items (adjusted operating profit); and

• profit before taxation before exceptional items (adjusted profit before taxation).

The adjusted measures are applied by the Board of Directors to understand the earning

trends of the Group and are considered the most meaningful measures by which to assess

the true operating performance of the Group.

4. Critical accounting estimates and judgements

The preparation of financial statements requires the use of accounting estimates which,

by definition, will seldom equal the actual results. Management also needs to exercise

judgement in applying the Group’s accounting policies. This note provides an overview of

the areas that involved a higher degree of judgement or complexity, and of items which

have a significant risk of causing material adjustments to the carrying amount of assets

and liabilities in the next financial year. Detailed information about each of these estimates

and judgements is included in other notes together with information about the basis of

calculation for each affected line item in the financial statements.

There are no significant estimates in FY26.

Significant judgements

IFRS 16 Lease term (note 16): The lease term is based on non-cancellable periods, adjusted

for options to extend or terminate where it is reasonably certain these will be exercised.

Judgement is applied considering economic incentives and reassessed upon significant

changes in circumstances. Potential future lease payments not included in liabilities total

£3.7m (FY25: £4.5m). Changes in rentals linked to indices or rates are recognised when

they take effect.

5. Segmental information

The Group has prepared segmental reporting in accordance with IFRS 8 ‘Operating

Segments’. Segmental information is presented on the same basis as the management

reporting.

a. Description of segments and principal activities

The Group’s operating segments are determined based on the Group’s internal reporting to

the Board. The performance of operating segments is assessed by the Board on the basis of

gross profit with all assets and liabilities assessed on a Group basis.

The Board examines the Group’s performance from a product perspective and has

identified two reportable segments of its business:

Retail – the Motorpoint brand is an omnichannel vehicle retailer offering nearly new cars,

the majority of which are under six years old or have completed less than 40,000 miles.

This segment also includes a range of commercial vehicles under the Motorpoint brand.

Wholesale – Auction4Cars.com is an independent trade car auction site offering a business-

to-business entirely online auction marketplace platform allowing an efficient and quick

route for sale of part exchange vehicles which do not fall into the nearly new retail criteria

and purchases direct from consumers.

b. Segment Gross profit

	Retail	Retail	Wholesale	Wholesale	Total	Total
	2026	2025	2026	2025	2026	2025
	£m	£m	£m	£m	£m	£m
Revenue	1,130.8	1,028.4	137.8	144.7	1,268.6	1,173.1
Cost of sales	(1,042.4)	(948.4)	(127.3)	(133.9)	(1,169.7)	(1,082.3)
Gross profit	88.4	80.0	10.5	10.8	98.9	90.8

Cost of sales are specific and therefore directly attributable to each segment. Operating

and financial expenses are not segregated for internal reporting purposes and hence have

not been disclosed here.

c. Segment assets and liabilities

Segment assets and liabilities are measured in the same way as in the financial statements.

No further disclosure has been provided here, as internally assets and liabilities are not

segregated for reporting purposes.

Notes to the consolidated financial statements continued

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6. Revenue

Revenue has been analysed between the sale of goods and the sale of services below.

	2026	2025
	£m	£m
Revenue analysis
Revenue from sale of motor vehicles	1,205.8	1,119.2
Revenue from motor related services and commissions	59.7	50.8
Revenue recognised that was included in deferred income at the beginning of the year – Sale of motor vehicles	0.1	0.1
Revenue recognised that was included in deferred income at the beginning of the year – Motor related services and commissions	3.0	3.0
Total revenue	1,268.6	1,173.1

The Group has contract liabilities of £3.0m which relate to the deferred income shown in

the table below (FY25: £3.0m).

The Group has recognised a returns’ provision as at the year end of £1.5m (FY25: £1.4m).

The Group recognises the following accrued income balances:

	2026	2025
	£m	£m
Accrued income
Commissions 1	5.2	4.8
	5.2	4.8

1. Accrued income relates to commissions earned from inance companies received the following month

and an immaterial amount for accrued rebates from suppliers.

The Group recognises the following deferred income balances within accruals and deferred

income:

	2026	2025
	£m	£m
Deferred income
Vehicles invoiced not collected	1.2	0.1
Commissions received not earned	3.0	3.0
Deposits received	1.3	–
Total deferred income	5.5	3.1

7. Operating profit

Analysed as:

	2026	2025
Operating profit includes the effect of charging / (crediting):	£m	£m
Inventory recognised as expense	1,163.9	1,077.0
Movement in provision against inventory	0.2	(0.8)
Employee benefit expense (note 9)	39.9	39.4
Depreciation of property, plant and equipment (note 15) and right-of-use assets (note 16)	8.4	9.2
Amortisation of intangible assets (note 17)	1.3	1.2
Expense on short term leases	0.1	0.3
Profit on disposals of property, plant and equipment
and right-of-use assets	–	(0.4)

	2026	2025
Total expenses comprise:	£m	£m
Cost of sales	1,169.7	1,082.3
Operating expenses:
Selling and distribution expenses	20.7	22.0
Administrative expenses	60.5	56.1
Total operating expenses	81.2	78.1
Total expenses	1,250.9	1,160.4

8. Auditor’s remuneration:

	2026	2025
	£m	£m
Auditor’s remuneration:
Fees payable for the audit of the Parent Company and consolidated financial statements	0.3	0.3
Fees payable for the audit of the Company’s subsidiaries	–	–
Fees payable for non-audit services	–	–
Total	0.3	0.3

Non-audit services relate to access to the auditor’s generic online accounting manual and

amounted to £2,250 (FY25: £2,250).

Notes to the consolidated financial statements continued

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9. Employees and Directors

The aggregate employee benefit expenses were as follows:

	2026	2025
	£m	£m
Employee benefit expenses:
Wages and salaries	33.7	34.1
Social security costs	4.1	3.6
Other pension costs	0.7	0.7
Share-based compensation charge	1.4	1.0
	39.9	39.4

The average monthly number of employees (including Directors but excluding third party

contractors) employed by the Group was as follows:

	2026	2025
	No.	No.
Average number of people employed:
Sales and operations	629	613
Administration and support	205	183
	834	796

10. Directors’ and key management remuneration

Key management has been identified as the Directors of Motorpoint Group Plc.

	2026	2025
	£m	£m
Short term employee benefits	1.7	1.4
Share-based payment	–	–
Employer contributions paid to money purchase schemes	–	–
	1.7	1.4

During the year the number of key management who were receiving benefits was 2

(FY25: 2).

In respect of the highest paid Director refer to page 82 of the Annual report on

remuneration.

11. Finance expense

	2026	2025
	£m	£m
Interest on bank borrowings	0.7	0.4
Interest on stocking finance facilities	7.5	6.9
Interest on lease liabilities	2.1	2.1
Total finance expense	10.3	9.4

12. Income tax expense

	2026	2025
The tax charge in the statement of comprehensive income represents:	£m	£m
Current tax:
UK corporation tax	2.3	0.8
Adjustment in respect of prior years	(0.4)	(0.1)
Total current tax	1.9	0.7
Deferred tax:
Origination and reversal of temporary differences	(0.4)	0.6
Adjustments in respect of prior years	0.4	(0.4)
Total deferred tax	–	0.2
Total tax charge in the consolidated statement of comprehensive income	1.9	0.9

Notes to the consolidated financial statements continued

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12. Income tax expense continued

Reconciliation of the total tax charge

The tax charge in the statement of comprehensive income in the year differs from (FY25:

differs from) the charge which would result from the standard rate of corporation tax in the

UK of 25% (FY25: 25%):

	2026	2025
	£m	£m
Profit before taxation	7.5	4.1
Profit before taxation at the standard rate of corporation tax of 25%	1.9	1.0
Tax effect of:
– Fixed asset differences	0.1	0.1
– Expenses not deductible for tax purposes	0.2	0.2
– Adjustment in respect of prior years	–	(0.5)
– Deferred tax taken directly to other comprehensive income	–	0.1
– Other differences	(0.3)	–
Tax charge / (credit) in the consolidated statement
of comprehensive income	1.9	0.9

A tax payable balance of £2.5m (FY25: £0.5m) is included within current liabilities as a result

of the timing of the payments on account to HMRC.

Amounts recognised directly in equity

	2026	2025
	£m	£m
Aggregate current and deferred tax arising in the reporting period and not recognised in net profit or loss or other comprehensive income but directly debited or credited to equity:
– Deferred tax: Adjustment in respect of prior years	–	(0.1)
Tax (credit) in the consolidated statement of comprehensive income	–	(0.1)

Factors affecting current and future tax charges

As at the balance sheet date of the 31 March 2026 the deferred tax asset has been

calculated based on 25%, reflecting the expected timing of reversal of the related

temporary differences (FY25: 25%).

13. Earnings per share

Basic and diluted EPS are calculated by dividing the earnings attributable to equity

shareholders by the weighted average number of ordinary shares during the year.

	2026	2025
Profit attributable to ordinary shareholders (£m)	5.6	3.2
Weighted average number of ordinary shares in issue (‘000)	84,309	87,447
Basic EPS (pence)	6.6	3.7
Diluted weighted average number of ordinary shares in issue (‘000)	84,704	87,946
Diluted EPS (pence)	6.6	3.6

The difference between the basic and diluted weighted average number of shares

represents the dilutive effect of the currently operating schemes and the vested but not yet

exercised options. This is shown in the reconciliation below.

There is a maximum of 805,454 additional options which have not been included in the

dilutive calculation in relation to the SAYE schemes out of the money at the reporting date.

	2026	2025
Weighted average number of ordinary shares in issue (‘000)	84,309	87,447
Adjustment for share options (‘000)	395	499
Weighted average number of ordinary shares for diluted
earnings per share (‘000)	84,704	87,946

14. Dividends

The aggregate amount of dividend paid in the year comprises:

	2026	2025
	£m	£m
2025 final dividend (1.0 pence on 85.2m ordinary shares)	0.9	–
2026 interim dividend (1.0 pence on 83.6m ordinary shares	0.8	–
	1.7	–

Subsequent to the end of the year, and not included in the results for the year, the Directors

recommended a final dividend of 1 .2 pence (FY25: 1. 0 pence) per share, bringing the total

amount payable in respect of the year ended 31 March 2026 to 2.2 pence (FY25: 1.0 pence),

to be paid on 31 July 2026 to the shareholders on the register on 3 July 2026.

The Employee Benefit Trust, established to hold shares for employee benefits, waived its

right to the interim dividend. At 31 March 2026, the Trust held 4,843,767 ordinary shares

(FY25: 4,284,253).

Notes to the consolidated financial statements continued

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15. Property, plant and equipment

			Short term
		Freehold	leasehold		Fixtures	Office	Work in
	Land	property	improvements	Plant and	and fittings	equipment	progress	Total
	£m	£m	£m	machinery £m	£m	£m	£m	£m
Cost
At 1 April 2024	–	–	15.2	2.3	3.9	5.1	–	26.5
Additions	2.9	1.8	0.6	0.9	0.6	0.3	–	7.1
Transfers from assets held for sale	2.4	–	–	–	–	–	–	2.4
Disposals	–	–	–	(0.2)	–	(0.4)	–	(0.6)
At 31 March 2025	5.3	1.8	15.8	3.0	4.5	5.0	–	35.4
Additions	9.8	1.4	1.3	0.6	0.6	0.3	0.5	14.5
Disposals	(2.9)	(1.9)	(1.0)	(0.5)	(0.9)	(0.5)	–	(7.7)
At 31 March 2026	12.2	1.3	16.1	3.1	4.2	4.8	0.5	42.2
Accumulated depreciation
At 1 April 2024	–	–	9.1	1.9	2.4	4.3	–	17.7
Provided during the year	–	–	1.5	0.3	0.6	0.5	–	2.9
Disposals	–	–	–	(0.2)	–	(0.4)	–	(0.6)
At 31 March 2025	–	–	10.6	2.0	3.0	4.4	–	20.0
Provided during the year	–	0.1	1.3	0.3	0.6	0.2	–	2.5
Disposals	–	(0.1)	(0.7)	(0.5)	(0.7)	(0.5)	–	(2.5)
At 31 March 2026	–	–	11.2	1.8	2.9	4.1	–	20.0
Net book value
At 31 March 2026	12.2	1.3	4.9	1.3	1.3	0.7	0.5	22.2
At 31 March 2025	5.3	1.8	5.2	1.0	1.5	0.6	–	15.4

The depreciation expense of £2.5m (FY25: £2.9m) has been recorded in operating expenses.

Under IAS 36, the Group performs an annual assessment as to the existence of impairment indicators. Management has not identified an indicator of impairment in FY26.

Included within the annual assessment, the Group also performs a high level financial review of the asset classes and cost categories likely to be impacted most significantly by climate

change. An exercise was undertaken as part of our financial planning to ensure that our climate-related risks and any associated costs had been considered when assessing the value of

our assets and future cash flow forecasts. An estimated impact of climate-related risks was included in the annual assessment.

Notes to the consolidated financial statements continued

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16. Leases

The Group only acts as a lessee.

(a) Amounts recognised in the statement of financial position

The balance sheet shows the following amounts relating to leases:

	£m
Right-of-use assets
Balance at 1 April 2024	53.1
Additions to right-of-use assets	5.0
Disposals of right-of-use assets	(0.8)
Depreciation charge	(6.3)
Balance at 31 March 2025	51.0
Balance at 1 April 2025	51.0
Additions to right-of-use assets	5.1
Modifications to right-of-use assets	6.6
Depreciation charge	(5.9)
Balance at 31 March 2026	56.8

	£m
Lease liabilities
Balance at 1 April 2024	59.6
Additions to lease liabilities	5.0
Disposal of lease liabilities	(0.8)
Repayment of lease liabilities (including interest element)	(8.5)
Interest expense related to lease liabilities	2.1
Balance at 31 March 2025	57.4
Current	6.0
Non-current	51.4
Balance at 1 April 2025	57.4
Additions to lease liabilities	5.0
Modifications to lease liabilities	6.6
Repayment of lease liabilities (including interest element)	(8.1)
Interest expense related to lease liabilities	2.1
Balance at 31 March 2026	63.0
Current	6.6
Non-current	56.4

A maturity analysis of lease liabilities based on undiscounted gross cash flows as at

31 March 2026 is reported in the table below.

	2026	2025
	£m	£m
Within one year	8.1	7.7
In the second to fifth years inclusive	31.3	29.8
After five years	50.2	31.7
Total minimum lease payments	89.6	69.2
Interest charges	(26.6)	(11.8)
Lease liability	63.0	57.4

(b) Amounts recognised in the statement of comprehensive income

The statement of comprehensive income shows the following amounts relating to leases:

	2026	2025
	£m	£m
Depreciation charge of right-of-use assets
Buildings	5.9	6.3
Finance expense
Interest expense	2.1	2.1

The total cash outflow for leases held as right-of-use assets in FY26 was £8.1m (FY25: £8.5m).

An expense on short term leases is also included of £0.1m (FY25: £0.3m).

There are no low value leases.

The Group leases various offices, stores and preparation centres. Rental contracts are

typically made for fixed periods of three to 20 years, but may have extension options.

Lease terms are negotiated on an individual basis and contain a range of different terms

and conditions. The lease agreements do not impose any covenants other than the security

interests in the leased assets that are held by the lessor. Leased assets may not be used as

security for borrowing purposes.

Where leases contain options to break, the Group has assumed that these are exercised,

unless there is reasonable certainty that the lease will be extended. Similarly, for any

extension options, these have not been assumed to be utilised unless there is reasonable

certainty.

Notes to the consolidated financial statements continued

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16. Leases continued

Leases are recognised as a right-of-use asset and a corresponding liability at the date at

which the leased asset is available for use by the Group.

Lease payments to be made under reasonably certain extension options are also included

in the measurement of the liability.

The lease payments are discounted using the interest rate implicit in the lease. If that rate

cannot be readily determined, which is generally the case for leases in the Group, the

lessee’s incremental borrowing rate is used, being the rate that the individual lessee would

have to pay to borrow the funds necessary to obtain an asset of similar value to the right-of-

use asset in a similar economic environment with similar terms, security and conditions.

To determine the incremental borrowing rate, the Group:

• where possible, uses recent third party financing received by the individual lessee as

a starting point, adjusted to reflect changes in financing conditions since third party

financing was received;

• uses a build up approach that starts with a risk-free interest rate adjusted for credit risk

for leases held by the Group, which does not have recent third party financing; and

• makes adjustments specific to the lease where relevant.

Lease payments are allocated between principal and finance cost. The finance cost is

charged to profit or loss over the lease period so as to produce a constant periodic rate of

interest on the remaining balance of the liability for each period.

Right-of-use assets are depreciated over the shorter of the asset’s useful life and the lease

term on a straight line basis.

There have been no lease payment breaks during the year.

Extension and termination options

Extension and termination options are included in a number of property and equipment

leases across the Group. These are used to maximise operational flexibility in terms

of managing the assets used in the Group’s operations. The majority of extension and

termination options held are exercisable only by the Group and not by the respective

lessor.

Impairment assessment

Management has completed an impairment review of the Group’s estate. Each retail store

is typically its own cash generating unit. Recoverable amounts for cash generating units are

the higher of fair value less costs of disposal, and value-in-use.

17. Intangible assets

	Work in
	progress	IT projects	Total
	£m	£m	£m
Cost and net book value
At 1 April 2024	–	3.7	3.7
Additions	0.5	–	0.5
Transfers	(0.3)	0.3	–
Amortisation charge	–	(1.2)	(1.2)
At 31 March 2025	0.2	2.8	3.0
Additions	0.5	0.4	0.9
Transfers	(0.2)	0.2	–
Amortisation charge	–	(1.3)	(1.3)
At 31 March 2026	0.5	2.1	2.6

The amortisation charge of £1.3m (FY25: £1.2m) has been recorded in operating expenses.

The intangible assets balance comprises capitalised employee and third party costs

incurred in relation to new system development and internally generated new application

programming interfaces between platforms used by the Group.

Notes to the consolidated financial statements continued

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18. Deferred tax assets

The movement in deferred taxation assets and liabilities during the year, without taking into

consideration the offsetting of balances within the same tax jurisdiction, is as follows:

	Accelerated
	capital	Other timing
	allowances	differences	Total
	£m	£m	£m
At 1 April 2024	1.5	(0.1)	1.4
Credited to statement of comprehensive income	(0.2)	–	(0.2)
Charged to equity	–	0.1	0.1
At 31 March 2025	1.3	–	1.3
Charged to statement of comprehensive income	–	–	–
Credited to equity	–	–	–
At 31 March 2026	1.3	–	1.3

Deferred tax of £Nil (FY25: £Nil) is expected to be recovered or settled within 12 months

from the reporting date. There are no unrecognised deferred tax assets (FY25: None).

As at the balance sheet date of 31 March 2026 the deferred tax asset has been calculated

based on 25%, reflecting the expected timing of reversal of the related temporary

differences (FY25: 25%).

19. Inventories

	2026	2025
	£m	£m
Finished goods: New and used vehicles for resale	194.1	151.4

The replacement cost of inventories is not considered to be materially different from the

above values.

Provisions against inventory total £1.5m (FY25: £1.3m). Write down of inventories

recognised as an expense in the period excluding provision movement totalled £7.7m

(FY25: £8.7m).

Inventory with a carrying value of £145.8m (FY25: £122.4m) has been pledged as security

for the stocking finance facilities where funding has been drawn down on that inventory.

20. Trade and other receivables

	2026	2025
Due within one year	£m	£m
Trade receivables 1	4.1	5.9
Prepayments	3.6	2.5
Accrued income 2	5.2	5.0
VAT recoverable	2.6	–
Other receivables	1.5	–
	17.0	13.4

1. Trade receivables are non interest bearing and generally have a term of less than seven days. Due to their

short maturities, the fair value of current trade and other receivables approximates to their book value.

Trade receivables represent amounts due from inancial institutions on the inanced element of vehicle

sales to customers. The maximum exposure to credit risk is the carrying amount. The Group has no

provisions against trade receivables (FY25: £Nil).

2. Accrued income relates to commissions earned from inance companies and an immaterial amount for

accrued rebates.

21. Cash and cash equivalents

	2026	2025
	£m	£m
Cash at bank and in hand	5.2	6.6

Notes to the consolidated financial statements continued

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22. Borrowings

During the year the Company renegotiated the terms of its stocking facilities, increasing

available headroom in Q3 and Q4 each year from £165.0m to £205.0m. The Company

also renegotiated the terms of the revolving credit facility to access an additional £5.0m

throughout the second half of the financial year on an ongoing annual basis. As at the

reporting date £14m of the revolving credit facility (FY25: £Nil) and £Nil of the overdraft

(FY25: £Nil) was drawn down. The terms of the revolving credit facility and overdraft require

a full repayment for a period of at least one day in each financial year and half year with no

less than one month between repayments.

During the year the Company also renegotiated the terms of the revolving credit facility to

access an additional £5.0m throughout the second half of the financial year on an ongoing

annual basis. The facility has also been extended to June 2028.

Net debt reconciliation

	Borrowings	Leases	Sub total	Cash	Total
	£m	£m	£m	£m	£m
Net debt as at 1 April 2024	–	(59.6)	(59.6)	9.2	(50.4)
Financing cash flows	–	6.4	6.4	(2.6)	3.8
New leases	–	(5.0)	(5.0)	–	(5.0)
Lease disposals	–	0.8	0.8	–	0.8
Lease modifications	–	–	–	–	–
Interest expense	(7.3)	(2.1)	(9.4)	–	(9.4)
Interest payments
(presented as operating
cash flows)	7.3	2.1	9.4	–	9.4
Net debt as at 31 March 2025	–	(57.4)	(57.4)	6.6	(50.8)
Financing cash flows 1	(14.0)	6.0	(8.0)	(1.4)	(9.4)
New leases	–	(5.0)	(5.0)	–	(5.0)
Lease disposals	–	–	–	–	–
Lease modifications	–	(6.6)	(6.6)	–	(6.6)
Interest expense	(8.2)	(2.1)	(10.3)	–	(10.3)
Interest payments
(presented as operating
cash flows)	8.2	2.1	10.3	–	10.3
Net debt as at 31 March 2026	(14.0)	(63.0)	(77.0)	5.2	(71.8)

1. Financing cash lows includes repayment of borrowings of £77.5m (FY25: £33.0m) and proceeds

from borrowings of £91.5m (FY25: £33.0m).

The finance charge for utilising the revolving credit facility was dependent on the Group’s

borrowing ratios as well as the base rate of interest in effect. During the year interest was

charged at 6.0% (FY25: 7.0%) per annum. The interest charged for the year of £0.7m (FY25:

£0.4m) has been expensed as a finance cost.

23. Trade and other payables:

Amounts due within one year

	2026	2025
	£m	£m
Trade payables
– Trade creditors	29.8	15.3
– Stocking finance facilities 1	145.8	122.4
Other taxes and social security
– VAT payable	–	1.9
– PAYE/NI payable	0.9	0.8
Other creditors	–	0.4
Accruals and deferred income 2	15.9	14.4
	192.4	155.2

1. Stocking inance facilities are provided from Black Horse Limited and Lombard North Central Plc. At 31

March 2026 the Group had £205.0m (split between £105.0m Black Horse Ltd and £100.0m Lombard

North Central Plc) (FY25: £165.0m split £90.0m Black Horse Ltd and £75.0m Lombard North Central Plc)

of stocking inance facilities of which £145.8m (FY25: £122.4m) was drawn.

All borrowings are secured against the vehicle which the relevant stocking inance facility is drawn down

against. The facilities bear interest at the rate of 1.25% and 1.35% respectively over the Bank of England

(BoE) base rate. Interest expense in the year of £7.5m (FY25: £6.9m) has been recognised as a inance

cost.

2. Included within accruals and deferred income is £1.2m (FY25: £0.1m) in relation to vehicles invoiced not

collected at the reporting date, £1.3m (FY25: £Nil) of deposits relating to funds received from customers

during the order process in advance of invoice date, and £3.0m (FY25: £3.0m) of commissions received

in advance. Also included within accruals and deferred income is £1.5m (FY25: £1.4m) relating to refund

liabilities and £1.1m (FY25: £1.0m) relating to inance commission clawbacks.

Other than the stocking finance facilities payable, trade and other payables are all non

interest bearing.

Due to their short maturities, the fair value of current liabilities approximates to their book

value and all are in sterling.

Notes to the consolidated financial statements continued

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24. Provisions

		2026			2025
		£m			£m
		Non-			Non-
	Current	current	Total	Current	current	Total
Make good provision 1	–	1.3	1.3	–	2.1	2.1
	–	1.3	1.3	–	2.1	2.1

Movements in each class of provision during the financial year are set out below:

		2026			2025
		£m			£m
	Make
	good	Onerous		Make good	Onerous
	provision 1	lease 2	Total	provision 1	lease 2	Total
Carrying amount at start of year	2.1	–	2.1	2.5	0.1	2.6
Charged to statement of comprehensive income
– additional provisions
recognised	–	–	–	0.1	–	0.1
– unwinding of discount	–	–	–	–	–	–
Amounts used during the year	(0.8)	–	(0.8)	(0.5)	(0.1)	(0.6)
Carrying amount at end of year	1.3	–	1.3	2.1	–	2.1

1. Make good provision

The Group is required to restore the leased premises of its locations to their original condition at the end

of the respective lease terms. A provision has been recognised for the present value of the estimated

expenditure required to remove any leasehold improvements. These costs have been capitalised as part

of the cost of right-of-use assets and are amortised over the shorter of the term of the lease and the useful

life of the assets.

The timing of the cash out low relating to the make good provision is in line with the life of the relevant

lease. The remaining term on existing leases ranges from one to 20 years with a weighted average of 13

years.

There is judgement associated with the potential cost of remediation of each property and estimated

provisions have been based on the past experiences of the Group.

2. Onerous leases

The Group operates across a number of locations and if there is clear indication that a property will no

longer be used for its intended operation, a provision may be required based on an estimate of potential

liabilities for periods of lease where the property will not be used at the end of the reporting period, to

unwind over the remaining term of the lease. The onerous lease was disposed of in the previous period.

25. Financial instruments and risk management

The principal financial liabilities comprise inventory finance facilities, borrowings, and trade

and other payables. The main purpose of these financial liabilities is to provide working

capital funding for the Group. The main risks arising from financial liabilities are discussed

further below. The principal financial assets comprise trade and other receivables, and cash

at bank and in hand. The maximum exposure at the balance sheet date is the carrying value

of the financial assets as disclosed in this note.

(a) Credit risk

The Group trades predominantly with retail customers. Sales to such customers are for

cash and/or part exchange, often with finance provided by a selected panel of financial

institutions. The majority of the Group’s sales are thus for cash or the remittances of funds

from financial institutions, which is achieved in a short period after the sale. As such the

Group does not consider that it is exposed to credit risk from retail customers. The same

is true for wholesale transactions, as dealers are required to pay for the vehicle before

collection. Receivable balances are monitored on an ongoing basis with the result that the

Group’s exposure to bad debts is not considered to be significant. The maximum exposure

is the carrying value amount as disclosed in this note. There is no significant concentration

of credit risk within the Group. As a consequence, the Directors are satisfied that the

Group’s exposure to credit risk is acceptable.

With respect to credit risk arising from other financial assets of the Group, which comprise

cash and cash equivalents, the Group’s exposure to credit risk arises from the default

of counterparties, with a maximum exposure equal to the carrying amount of these

instruments. Default is defined as the risk of financial loss to the Group if a customer

or counterparty to a financial instrument fails to meet its contractual obligations.

Counterparty credit risk is managed through the monitoring and active management of

counterparty balances.

(b) Foreign exchange risk

The Group is not exposed to a significant foreign exchange risk. In FY26 and FY25 there

were no purchases of inventory from the EU, or other overseas countries and no hedging

contracts were entered into.

At 31 March 2026 if sterling had weakened/strengthened by 10% against the Euro, with all

other variables held constant, the recalculated post tax profit for the year would therefore

have been unchanged (FY25: unchanged) as a result of foreign exchange losses/gains on

the translation of euro-denominated trade payables.

The funding arrangements of the Group at the balance sheet date consisted primarily

of the stocking finance facilities, trade and other payables, as well as an unsecured loan

facility provided by Santander UK Plc, split between £6.0m available as an uncommitted

overdraft and £19.0m available as a revolving credit facility. Further information regarding

these arrangements is included in note 22.

Notes to the consolidated financial statements continued

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25. Financial instruments and risk management continued

The Group monitors its risk to a shortage of funds using a long term business plan that

considers the maturity of all of its financial liabilities and the projected cash flows from

operations. The Group aims to have sufficient committed borrowing facilities and operating

cash flows to cover its core long term requirements.

The maturity table that follows details the contractual, undiscounted cash flows (both

principal and interest) for the Group’s non derivative financial liabilities into relevant

maturity groupings based on the remaining period at the balance sheet date to the

contractual maturity date. Interest payments have been calculated using the BoE rates at

the period end, except where rates had already been contracted.

		Between
	Within	180 days	Between	Between 2
	180 days	and 1 year	1 and 2 years	and 5 years	Over 5 years	Total
2026	£m	£m	£m	£m	£m	£m
Stocking finance
facilities	145.8	–	–	–	–	145.8
Trade creditors and accruals	40.2	–	–	–	–	40.2
Other creditors	–	–	–	–	–	–
Borrowings	14.0	–	–	–	–	14.0
Lease liabilities	4.0	4.1	8.0	23.3	50.2	89.6
	204.0	4.1	8.0	23.3	50.2	289.6

		Between
	Within	180 days	Between	Between 2
	180 days	and 1 year	1 and 2 years	and 5 years	Over 5 years	Total
2025	£m	£m	£m	£m	£m	£m
Stocking finance
facilities	122.4	–	–	–	–	122.4
Trade creditors and accruals	26.6	–	–	–	–	26.6
Other creditors	0.4	–	–	–	–	0.4
Borrowings	–	–	–	–	–	–
Lease liabilities	3.8	3.9	7.6	22.2	31.7	69.2
	153.2	3.9	7.6	22.2	31.7	218.6

(d) Capital market risk

The Group is subject to capital market risk, primarily in relation to changes in interest rates.

The Group’s interest bearing financial liabilities are analysed as follows:

		2026			2025
	Floating	Fixed	Total	Floating	Fixed	Total
	£m	£m	£m	£m	£m	£m
Sterling
denominated	145.8	–	145.8	122.4	–	122.4
Total	145.8	–	145.8	122.4	–	122.4

At 31 March 2026 and 2025 the floating rate financial liabilities comprise stocking finance

facilities and a revolving credit facility which all bear interest based on the Bank of England

(BoE) rate.

The following table demonstrates the sensitivity to a reasonably possible change in interest

rates, with all other variables held constant, to the Group’s results before tax. The Group’s

equity would be impacted by this amount less tax at the prevailing rate.

	Increase/
	decrease in	2026	2025
	basis points	£m	£m
Sterling	+50	(0.7)	(0.6)
Sterling	-50	0.7	0.6

(e) Capital management

The Group’s objective when managing capital is to ensure adequate working capital for

all operating activities and liquidity, including a comfortable headroom to take advantage

of shorter term opportunities, or to weather short term shocks. Secondly the Group aims

to operate an efficient capital structure to achieve the business plan. For these purposes

the Group considers capital to be shareholders’ equity, borrowings and stocking finance

facilities.

Consistent with others in the industry the Group monitors capital through the following

ratio: total net debt as per note 22 divided by EBITDA (see Alternative performance

measures section).

The funding arrangements of the Group at the balance sheet date consisted primarily

of the stocking finance facilities, trade and other payables, as well as an unsecured loan

facility provided by Santander UK Plc, split between £6.0m available as an uncommitted

overdraft and £19.0m available as a revolving credit facility. Further information regarding

these arrangements is included in note 23.

Notes to the consolidated financial statements continued

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25. Financial instruments and risk management continued

(e) Capital management continued

There are certain covenants on the revolving credit and stocking facilities noted below

in respect of the Group consolidated financial statements. The Group reviews covenant

compliance on a monthly basis, both retrospectively and prospectively. As discussed more

in note 2 and 4, in a stressed scenario, it is possible the Group would need to negotiate

changes to the covenants but this is not considered plausible in the scenarios modelled.

At 31 March 2026 the Group had undrawn stocking finance facilities of £59.2m (FY25:

£42.6m) and undrawn credit facilities of £11.0m (FY25: £20.0m) and further information can

be found in note 22.

Under the terms of the major borrowing facilities, the Group is required to comply with

the following financial covenants; terms are defined within the alternative performance

measures section and the Glossary:

• the interest cover (EBITDA after stocking facility interest to borrowing costs, being bank

interest only) should not be less than 4:1

• adjusted leverage being the total net debt to adjusted EBITDA should not exceed 3:1

• the reported net worth (net assets per the balance sheet) will not fall below the amount

of £20.0m (FY25: £20.0m)

• the fixed charge cover being EBITDAR (excluding stores opened in the last two years) to

fixed charges (finance charges plus rent) shall not be less 1.25:1.

The Group has complied with these covenants as applicable throughout the reporting

period. As at 31 March 2026, they were 29:1, 0:1, £26.0m and 2.58:1 respectively

(FY25: 39:1, 0:1, £26.9m and 2.36:1).

(f) Fair value estimation

The Group has no financial assets or liabilities carried at fair value.

(g) Financial instruments by category

The Group’s financial assets are all measured at amortised cost.

	Carrying value
2026	£m
Trade receivables	4.1
Accrued income	5.2
Cash and cash equivalents	5.2
	14.5

	Carrying value
2025	£m
Trade receivables	5.9
Accrued income	5.0
Cash and cash equivalents	6.6
	17.5

The Group’s liabilities are classified as follows:

	Other
	financial	Liabilities
	liabilities at	not within
	amortised	the scope of
	cost	IFRS 9	Total
2026	£m	£m	£m
Borrowings	14.0	–	14.0
Trade creditors	29.8	–	29.8
Stocking finance facilities	145.8	–	145.8
Other taxes and social security	–	0.9	0.9
Lease liabilities	63.0	–	63.0
Other creditors	–	–	–
Accruals and deferred income	10.4	5.5	15.9
	263.0	6.4	269.4

	Other financial	Liabilities not
	liabilities at	within the
	amortised	scope of IFRS	Total
2025	cost £m	9 £m	£m
Borrowings	–	–	–
Trade creditors	15.3	–	15.3
Stocking finance facilities	122.4	–	122.4
Other taxes and social security	–	2.7	2.7
Lease liabilities	57.4	–	57.4
Other creditors	0.4	–	0.4
Accruals and deferred income	11.3	3.1	14.4
	206.8	5.8	212.6

Notes to the consolidated financial statements continued

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25. Financial instruments and risk management continued

(g) Financial instruments by category continued

Fair value hierarchy

Financial instruments carried at fair value are required to be measured by reference to the

following levels:

• Level 1: quoted prices in active markets for identical assets or liabilities.

• Level 2: inputs other than quoted prices included within Level 1 that are observable for

the asset or liability, either directly (i.e. as prices) or indirectly (i.e. derived from prices).

• Level 3: inputs for the asset or liability that are not based on observable market data

(unobservable inputs).

The Group has no financial instruments carried at fair value.

(h) Credit quality of financial assets

As disclosed in note 20 the Group has no financial assets that are impaired. The Group’s

financial assets represent balances due from a selected panel of financial institutions that

provide finance to the Group’s retail customers, and cash and cash equivalents held with

banks. The Group has banking arrangements in place with Santander UK Plc and financing

arrangements in place with Lloyds Bank Plc and Barclays Bank Plc, all of which have a Fitch

credit rating of A or above. The Group does not obtain credit ratings for its customers. Due

to their short maturities the expected credit loss on financial assets is estimated at £Nil.

26. Post employment benefit obligations

The Group operates a defined contribution pension scheme. The pension cost charge for

the year represents contributions payable by the Group to the scheme and is disclosed in

note 9. Contributions totalling £0.1m (FY25: £0.1m) were payable to the scheme at the end

of the year and are included in accruals.

27. Called up share capital

	2026		2025
	Number	Amount	Number	Amount
	‘000	£m	‘000	£m
Allotted, called up and fully paid ordinary
shares of 1p each Balance at the beginning of the year	86,620	0.9	89,970	0.9
Released from treasury awaiting cancellation	–	–	30	–
Cancelled treasury shares	–	–	(30)	–
Bought back and cancelled during the year	(3,000)	(0.1)	(3,350)	–
Balance at the end of the year 1	83,620	0.8	86,620	0.9

1. During the period 3,000,000 shares were purchased by the Group in accordance with the terms of its

share buyback programme. All of these shares were cancelled as at 31 March 2026. The shares were

acquired at an average price of 165.3p per share, with prices ranging from 120.3p to 185.0p.

In total the 3,000,000 shares bought back and cancelled represent 3.5% of the issued ordinary shares, at

a purchase cost of £5.0m (FY25: 3,349,808 shares at a cost of £4.7m).

Shares are held on behalf of employees within the Employee Benefit Trust (EBT) detailed in

note 30.

The Group does not have a limited amount of authorised capital.

28. Capital redemption reserve

The capital redemption reserve represents the purchase by the Group of its own shares and

comprises the amount by which distributable profits were reduced on these transactions in

accordance with s733 of the Companies Act 2006. £0.1m (FY25: £Nil) was transferred into

the capital redemption reserve during the year in respect of shares purchased by the Group

and subsequently cancelled.

29. Capital reorganisation reserve

The capital reorganisation reserve represents the capital reduction in the nominal value of

shares in Motorpoint Group Limited (re-registered as Motorpoint Group Plc on 10 May 2016)

from £1 to 1p.

Notes to the consolidated financial statements continued

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30. Employee Benefit Trust (EBT) reserve

The EBT has an independent trustee and has been set up to satisfy awards which are

exercised in accordance with the terms of the various share-based schemes.

At 31 March 2026 the EBT held 4,843,767 (FY25: 4,284,253) ordinary shares of 1p each in the

Group, purchased at a market cost of £8.8m (FY25: £8.5m).

The consideration paid for the ordinary shares of 1p each in the Group held by the EBT at

31 March 2026 and 31 March 2025 has been shown as an EBT reserve and presented within

equity for the Group. All other assets, liabilities, income and costs of the EBT have been

incorporated into the accounts of the Group.

The table below shows the movements in equity from EBT transactions during the year:

	2026		2025
	Number	Amount £m	Number	Amount £m
Shares purchased by the EBT in the year	884,179	1.2	2,792,000	3.8
Shares issued in respect of employee
share schemes	(324,665)	(0.9)	(125,757)	(0.4)

Proceeds of £0.4m (FY25: £0.2m) were received on the exercise of share-based payments.

The weighted average cost of shares issued by the EBT was £0.9m (FY25: £0.4m).

Subsequent to the year end employee share options over Nil (FY25: Nil) shares had been

exercised and had been satisfied by ordinary shares issued by the EBT.

31. Other commitments

Capital commitments

The Group had capital commitments of £Nil at 31 March 2026 (FY25: £Nil).

32. Transactions and balances with related parties

There were no transactions with related parties other than Directors and key management.

Their remuneration including share-based payment as detailed in note 10 to the financial

statements and their beneficiary owned shares are detailed in the Remuneration

Committee report on page 67.

33. Contingent liabilities

The Group is not directly involved in the selling of finance products to consumers; instead

refers consumers to third parties who administer and are responsible for the finance

product themselves. Since the investigations by the FCA into apparent mis-selling were

announced, the Directors have not considered that provisions are required to be made in

respect of any exposures, on the basis that lenders are responsible for any redress scheme.

34. Share-based compensation

Share options are granted to senior executives and other individuals throughout the

organisation. The Group currently operates three share schemes and these are the

Performance Share Plan (’PSP’), the Share Incentive Plan (‘SIP’) and the Save As You Earn

(‘SAYE’) schemes. During FY21 the Restricted Shares Awards scheme (‘RSA’) was introduced,

which operates under the rules of the PSP scheme.

The total expense recognised immediately in profit and loss arising from equity-settled

share-based payment transactions in the year relating to the three schemes including

associated national insurance (‘NI’) charges was £1.4m (FY25: £1.0m).

NI is being accrued, where applicable, at a rate of 15.0% (FY25: 15.0%) which management

expects to be the prevailing rate when the awards are exercised, based on the share price

at the reporting date. NI for the year ended 31 March 2026 relating to all awards was a

charge of £0.1m (FY25: £Nil).

Share Incentive Plan (‘SIP’)

The Group operated a SIP under which an award was made available to all eligible

employees following admission to the London Stock Exchange in May 2016.

Performance Share Plan (‘PSP’)

The Group operates a Performance Share Plan for Executive Directors and certain key

senior managers.

Restricted Share Award (‘RSA’)

Restricted shares differ from performance shares in a way that the grant level is scaled

back, but the vesting of the shares is not subject to specific future conditions

(other than a performance underpin).

SAYE scheme

The Group operates a SAYE scheme for all employees under which employees are invited

to subscribe for options over the Company’s shares at an exercise price representing a

10% discount to the closing mid-market price the day before the invitation date.

Notes to the consolidated financial statements continued

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Notes to the consolidated financial statements continued

34. Share-based compensation continued

	SIP		SAYE			PSP	RSA		2026		2025
									Weighted		Weighted
									average		average
									exercise price	Number of	exercise price	Number of
	FY26	FY25	FY26	FY25	FY26	FY25	FY26	FY25	£	options	£	options
Outstanding at 1 April FY	12,207	13,191	2,239,636	1,440,453	–	412,022	2,789,183	2,409,859	0.42	5,041,026	0.27	4,275,525
Awarded	–	–	879,552	1,112,494	–	–	805,018	1,032,690	0.66	1,684,570	0.61	2,145,184
Forfeited 1	–	–	(619,570)	(278,392)	–	–	(16,108)	(244,183)	(1.06)	(635,678)	(0.28)	(522,575)
Lapsed	–	–	(119,680)	(34,919)	–	–	(33,442)	(295,522)	(1.01)	(153,122)	(0.24)	(330,441)
Exercised	(492)	(984)	(17,632)	–	–	(412,022)	(285,691)	(113,661)	(0.06)	(303,815)	–	(526,667)
Outstanding at 31 March FY	11,715	12,207	2,362,306	2,239,636	–	–	3,258,960	2,789,183	0.43	5,632,981	0.42	5,041,026
Exercisable at 31 March FY	11,715	12,207	52,684	38,010	–	–	570,758	231,641	0.12	635,157	0.37	281,858

1. Options forfeited includes cancellations of 545,316 (FY25: 253,275) relating to the SAYE scheme.

The option pricing model used by the entity to value the shares in the period in which they were launched is the Black-Scholes model.

The weighted average share price at the date of exercise during the period is £1.71 (FY25: £1.45).

The range of exercise prices of share options outstanding at the end of the period for SAYE plans is between £0.69 and £1.76 (FY25: £0.69 and £2.76). The exercise price for RSA share

awards is £Nil (FY25: £Nil).

The assumptions used in the measurement of the fair value at grant dates of the respective share schemes are as follows.

	Share price	Expected				Non vesting	Fair value
	at grant date	volatility	Option	Risk free rate	Dividend yield	condition	per option
	£	%	life years	%	%	%	£
SAYE
18 December 2025	1.35	33.1	3.0	3.8	1.63	38.6	0.22
20 December 2024	1.34	35.7	3.0	4.4	1.63	38.6	0.25
RSA
26 June 2025	1.79	34.2 – 37.3	3.0 – 5.0	3.8	1.20 – 1.41	27.1 – 41.0	1.26 – 0.98
26 June 2024	1.43	36.4 – 40.5	3.0 – 5.0	4.1	2.00 – 2.21	27.1 – 41.0	0.97 – 0.75

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Notes to the consolidated financial statements continued

34. Share-based compensation continued

The maximum subscription offered for SAYE is £5,400 (equivalent to £150 per month

over the 36 month saving period) (FY25: £5,400). Contributions from salary are made into

a savings account and on maturity participants can exercise their option to buy shares at

the discounted rate with their saved contributions or have the funds returned to them.

Expected volatility is estimated by considering historic average share price volatility of

Motorpoint Group Plc share price at the grant date. The requirement that an employee

has to save in order to purchase shares under the SAYE is a non vesting condition.

This feature has been incorporated into the fair value at grant date by applying a

discount to the valuation obtained from the Black-Scholes pricing model.

The total charge in the year, included in administrative expenses, in relation to these

awards was £0.1m (FY25: £0.1m).

The weighted average remaining contractual life of the outstanding share options based

on the relevant vesting date as at the year end is 1.7 years (FY25: 1.8 years).

35. Post balance sheet events

After the end of the financial year, a site in a new market location was purchased for

£2.0m. This will be redeveloped and opened as a trading store in due course. The Group

also introduced an additional Property Revolving Credit Facility to a maximum of £10.0m,

which will be used to support capital expenditure requirements, notably in relation to new

store roll out. This facility expires in June 2028, in line with the existing available banking

facilities.

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Note

2026

£m

2025

£m

ASSETS

Fixed assets

Investments 3 105.7 104.3

Total fixed assets 105.7 104.3

TOTAL ASSETS 105.7 104.3

LIABILITIES

Current liabilities

Creditors: amounts falling due within one year 4 (70.8) (62.2)

Total current liabilities (70.8) (62.2)

Net current liabilities (70.8) (62.2)

TOTAL LIABILITIES (70.8) (62.2)

NET ASSETS 34.9 42.1

EQUITY

Called up share capital 6 0.8 0.9

Capital redemption reserve 7 0.2 0.1

EBT Reserve (8.8) (8.5)

Retained earnings

At 1 April 2025 and 2024 respectively 49.6 54.3

(Loss) for the year (0.7) (0.6)

Share-based payments 1.4 1.0

Buyback and cancellation of shares (5.0) (4.7)

Share-based compensation options satisfied

through the EBT (0.9) (0.4)

Payment of dividends (1.7) –

42.7 49.6

TOTAL EQUITY 34.9 42.1

The notes on pages 134 to 136 are an integral part of these financial statements.

Company balance sheet

As at 31 March 2026

As permitted by section 408 of the Companies Act 2006, the Company statement of profit

or loss has not been included in these financial statements. The Company made a loss after

tax of £0.7m (FY25: £0.6m).

The financial statements on pages 132 and 133 were approved by the Board of Directors on

10 June 2026 and were signed on its behalf by:

Mark Carpenter Chris Morgan

Chief Executive Oficer Chief Financial Oficer

Motorpoint Group Plc

Registered number 10119755

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Called up

share capital

£m

Capital

redemption

reserve

£m

EBT reserve

£m

Retained

earnings

£m

Total equity

£m

At 1 April 2024 0.9 0.1 (5.1) 54.3 50.2

Loss for the year – – – (0.6) (0.6)

Transactions with owners in their capacity as owners:

Share-based payments – – – 1.0 1.0

Buyback and cancellation of shares – – – (4.7) (4.7)

EBT share purchases and commitments – – (3.8) – (3.8)

Share-based compensation options satisfied through the EBT – – 0.4 (0.4) –

– – (3.4) (4.1) (7.5)

At 31 March 2025 0.9 0.1 (8.5) 49.6 42.1

Loss for the year – – – (0.7) (0.7)

Transactions with owners in their capacity as owners:

Share-based payments – – – 1.4 1.4

Buyback and cancellation of shares (0.1) 0.1 – (5.0) (5.0)

EBT share purchases and commitments – – (1.2) – (1.2)

Share-based compensation options satisfied through the EBT – – 0.9 (0.9) –

Payment of dividends (1.7) (1.7)

(0.1) 0.1 (0.3) (6.2) (6.5)

Balance at 31 March 2026 0.8 0.2 (8.8) 42.7 34.9

Company statement of changes in equity

For the year ended 31 March 2026

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equity

1. Summary of significant accounting policies

Motorpoint Group Plc (the Company) is incorporated and domiciled in the United Kingdom

under the Companies Act 2006.

The Company is a public company limited by shares and is listed on the London Stock

Exchange; the address of the registered office is Champion House, Stephensons Way,

Derby, England, DE21 6LY. The principal activity of the Company is to provide the services

of the Directors to the Group and that of a holding company.

(a) Basis of preparation

These Company financial statements for the year ended 31 March 2026 have been prepared

in accordance with United Kingdom accounting standards including Financial Reporting

Standard 102, The Financial Reporting Standard applicable in the United Kingdom and

Republic of Ireland (FRS 102) and the Companies Act 2006. These financial statements are

prepared on a going concern basis, under the historical cost convention. The accounting

policies have been consistently applied to all the years presented, unless otherwise stated.

The Directors have performed the going concern review at a Group-wide level reflecting

that the Company is intrinsically embedded to the activities and financing of the wider

Group. The Company is in a net current liability position; however as Motorpoint Limited is

a wholly owned subsidiary of the Company, those outstanding balances will not be settled

unless the Company has the means to repay. For further details of the going concern status

of the Group see pages 96 and 97.

The Company financial statements have been prepared in sterling which is the functional

and presentational currency of the Company.

As permitted under section 408 of the Companies Act 2006 an entity profit and loss is not

included as part of the published consolidated financial statements of Motorpoint Group

Plc.

(b) Critical accounting judgements

The preparation of the financial statements requires management to exercise its judgement

in the process of applying the Group and Company accounting policies. There are no

critical estimates or judgements specific to the Company.

Investments in subsidiaries are held at cost, less any provision for impairment. Annually,

the Directors consider whether any events or circumstances have occurred that could

indicate that the carrying amount of fixed asset investments may not be recoverable. If such

circumstances do exist, a full impairment review is undertaken to establish whether the

carrying amounts exceed the higher of net realisable value or value-in-use. If this is the case,

an impairment charge is recorded to reduce the carrying value of the related investment.

Where equity-settled share-based compensation is granted to the employees of subsidiary

companies, the fair value of the award is treated as a capital contribution by the Company

and investments in subsidiaries are adjusted to reflect this capital contribution.

(d) Dividend distribution

Dividend distribution to the Company’s shareholders is recognised as a liability in the

Company’s financial statements in the period in which the dividends are approved by the

Company’s shareholders.

(e) Financial instruments

The Company is applying sections 11 and 12 of FRS 102 in respect of the recognition

and measurement of financial instruments. Financial assets and financial liabilities are

recognised in the Company’s balance sheet when the Company becomes party to the

contractual provisions of the instrument.

The Company classifies financial instruments, or their component parts, on initial

recognition as financial assets, financial liabilities or equity instruments according to the

substance of the contractual arrangements entered into.

(f) Financial equity

An equity instrument is any contract that evidences a residual interest in the assets of the

Company after deducting all of its liabilities. Equity instruments issued by the Company are

recorded as the proceeds received, net of direct issue costs.

(g) Financial liabilities

Financial liabilities are classified on initial recognition as either other financial liabilities

measured at amortised cost or at fair value through profit or loss.

(h) Share capital

Ordinary shares are classified as equity. Costs incurred in issuing equity are deducted from

the equity instrument.

(i) Employee benefits

Share-based compensation

Equity-settled share-based compensation to employees and others providing similar

services are measured at the fair value of the equity instruments at the grant date. The

estimate is measured using the Black-Scholes pricing model and excludes the effect of

non market based vesting conditions. Details regarding the determination of the fair value

of equity-settled share-based transactions are set out in note 34 of the Group’s financial

statements.

The fair value determined at the grant date of the equity-settled share-based compensation

is recognised on a straight line basis over the vesting period, based on the Group’s

estimates of equity instruments that will eventually vest. At each balance sheet date, the

Group revises its estimate of the number of equity instruments expected to vest as a result

of the effect of non market based vesting conditions. The impact of the revision of the

original estimates, if any, is recognised in the statement of comprehensive income such

that the cumulative expenses reflect the revised estimate, with a corresponding adjustment

to equity reserves.

Notes to the Company financial statements

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statements

1. Summary of significant accounting policies continued

(i) Employee benefits continued

Share-based compensation continued

SAYE share options granted to employees are treated as cancelled when employees cease

to contribute to the scheme. This results in accelerated recognition of the expenses that

would have arisen over the remainder of the original vesting period.

Cash-settled share-based compensation to employees and others providing similar

services is measured at the fair value of the equity instruments at the grant date. A liability

is recognised at the current fair value determined at each balance sheet date and at

settlement.

(j) Exemptions for qualifying entities under FRS 102

FRS 102 allows certain disclosure exemptions. The Company has taken the exemptions

under FRS 102 paragraphs 1.12 (b), (d) and (e) from including the preparation of a cash flow

statement and disclosure in relation to share-based compensation and key management

compensation, since equivalent disclosures are included in the consolidated financial

statements of the Group headed by Motorpoint Group Plc.

2. Employees and Directors

The Company has no employees other than Directors (FY25: none). Full details of the

Directors’ remuneration and interests are set out in the Remuneration Committee report

on pages 82 to 91.

Details of related party transactions including those with Directors and key management

remuneration including share-based payment are detailed in note 11. The shares beneficially

owned by the Directors of the Company are detailed in the Remuneration Committee

report on page 87.

3. Investments

2026

£m

2025

£m

At 1 April 104.3 103.3

Share-based payment charge 1.4 1.0

At 31 March 105.7 104.3

During the year, capital contributions of £1.4m (FY25: £1.0m) were made to its subsidiaries

in relation to share-based payments as disclosed in note 34.

Under IAS 36, the Company performs an annual assessment as to the existence of

impairment indicators. During the year ended 31 March 2026, the market capitalisation

of the Group fell below its carrying value, which was considered an external indicator of

potential impairment.

Accordingly, management performed an impairment assessment. This involved estimating

the recoverable amount, being the higher of fair value less costs of disposal and value in

use. Based on this analysis, the recoverable amount was determined to be in excess of the

carrying value. No impairment charge has therefore been recognised in the year ended

31March 2026.

At 31 March 2026 the Company had the following 100% owned subsidiary companies all of

whom are registered in England and Wales. Motorpoint Limited is the only direct subsidiary.

Subsidiary undertaking Registered address Principal activity Registered number

Motorpoint Limited Champion House,

Stephensons Way,

Derby, England, DE21 6LY

Motor vehicle

retail

03482801

Chartwell Leasing

Limited

Champion House,

Stephensons Way,

Derby, England, DE21 6LY

Motor vehicle

leasing

04100916

Auction 4 Cars Limited

Champion House,

Stephensons Way,

Derby, England, DE21 6LY

Dormant 09603690

Motorpoint Group Plc

Employee Benefit Trust

12 Castle Street,

Jersey, JE2 3RT

Employee benefit

scheme

Not applicable

1. This subsidiary undertaking is entitled to exemptions under sections 479A and 480 of the Companies Act

2006.

2. This subsidiary undertaking is entitled to exemptions under sections 476 and 480 of the Companies Act

2006 relating to dormant companies.

3. The EBT is consolidated in the inancial statements of the Group on the basis that the Company has

control as detailed in note 2 to the consolidated inancial statements.

4. Creditors: amounts falling due within one year

2026

£m

2025

£m

Borrowings 14.0 –

Amounts owed to Group undertakings 56.8 62.2

70.8 62.2

Amounts due to Group undertakings are repayable on demand, unsecured and non-interest

bearing. See note 9 for further details on borrowings.

Notes to the Company financial statements continued

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5. Financial instruments

Financial instruments utilised by the Company during the year ended 31 March 2026 may

be analysed as follows:

2026

£m

2025

£m

Financial liabilities measured at amortised cost 70.8 62.2

70.8 62.2

Financial instruments included within current assets and liabilities (excluding cash) are

generally short term in nature and accordingly their fair values approximate to their book

values.

The Company’s financial liabilities are repayable on demand and therefore their fair value is

equal to their book value.

6. Called up share capital

The Company’s share capital and associated movements in the year are consistent with

those of the Group, as detailed within note 27 of the consolidated financial statements.

At 31 March 2026 the EBT held 4,843,767 (FY25: 4,284,253) ordinary shares of 1p each in the

Company, purchased at a market cost of £8.8m (FY25: £8.5m). Details of oustanding share

awards and options are shown in note 34 of the consolidated financial statements.

The Company does not have a limited amount of authorised capital.

7. Capital redemption reserve

The capital redemption reserve represents the purchase by the Company of its own

shares and comprises the amount by which distributable profits were reduced on these

transactions in accordance with s733 of the Companies Act 2006. £0.1m (FY25: £0.0m)

was transferred into the capital redemption reserve during the year in respect of shares

purchased by the Company and subsequently cancelled.

8. Dividends

The aggregate amount of dividend paid in the year comprises:

2026

£m

2025

£m

2025 final dividend (1.0 pence on 85.2m ordinary shares) 0.9 –

2026 interim dividend (1.0 pence on 83.6m ordinary shares 0.8 –

1.7 –

Subsequent to the end of the year, and not included in the results for the year, the Directors

recommended a final dividend of 1.2 pence (FY25: 1.0 pence) per share, bringing the total

amount payable in respect of the year ended 31 March 2026 to 2.2 pence (FY25: 1.0 pence),

to be paid on 31 July 2026 to the shareholders on the register on 3 July 2026.

The Employee Benefit Trust, established to hold shares for employee benefits, waived its

right to the interim dividend. At 31 March 2026, the Trust held 4,843,767 ordinary shares

(FY25: 4,284,253).

9. Borrowings

The Company’s borrowings are consistent with the loan facility provided by Santander, as

detailed within note 22 of the consolidated financial statements. As at the reporting date

£14.0m of the revolving credit facility (FY25: £Nil) and £Nil of the overdraft (FY25: £Nil) was

drawn down.

10. Commitments and contingencies

Capital commitments

The Company had £Nil capital commitments at 31 March 2026 (FY25: £Nil).

Contingencies

There are no disputes with any third parties that would result in a material liability for the

Company.

The Company acts as guarantor over the Group’s £205.0m (FY25: £165.0m) stocking

finance facilities with Black Horse Limited and Lombard North Central Plc.

11. Related parties

During the year, a management charge of £3.8m (FY25: £2.1m) was received from

Motorpoint Limited in respect of services rendered.

During the year Motorpoint Limited paid interest of £0.8m (FY25: £0.4m) on behalf of the

Company.

On behalf of Motorpoint Group Plc, Motorpoint Limited paid Directors’ salaries and fees of

£1.7m (FY25: £1.4m) during the year and has recharged this to Motorpoint Group Plc.

At the year end the balance outstanding due to Motorpoint Limited totalled £56.8m

(FY25: £62.2m).

The Company grants share awards to employees of Motorpoint Limited as detailed in note

34 to the consolidated financial statements. As a result, a share-based payment charge of

£1.4m (FY25: £1.0m) is disclosed in the Company’s statement of changes in equity with a

corresponding increase in investments.

Notes to the Company financial statements continued

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Introduction

We assess the performance of the Group using alternative performance measures that

are not defined under IFRS and are therefore termed non-GAAP measures. The non-GAAP

measures used are shown below.

The APMs we use may not be directly comparable with similarly titled measures used by

other companies.

Gross profit per retail unit

Gross profit per retail unit is used by management to assess profitability per vehicle

sold. It represents gross profit generated on each retail unit and supports analysis of key

components including vehicle margin, finance and ancillary products, and associated

preparation and transport costs. Higher gross profit per retail unit indicates improved

unit profitability. The measure is derived from retail gross profit as disclosed in Note 5

(Segmental information).

2026 2025

Retail gross profit (£’m) 88.4 80.0

Retail units (‘000) 64.6 59.9

Gross profit / retail unit (£) 1,368 1,335

Gross profit / operating expenses ratio

We measure financial performance based on our gross profit / operating expenses ratio as

we seek to grow our gross profit faster than our cost base. The calculation of this measure

is as follows:

2026 2025

Gross profit (£’m) 98.9 90.8

Operating expenses (£’m) (81.2) (78.1)

Gross profit / operating expenses (%) 122 116

EBITDA

The Group measures its overall performance by reference to EBITDA which is a non-IFRS

measure. Management uses EBITDA as a measure for internal profitability as it adjusts for

certain non-recurring or non-cash items and is therefore used to develop budgets and

measure performance against those budgets.

EBITDA is defined as profit before taxation adjusted to exclude finance expense,

depreciation and amortisation.

2026

£m

2025

£m

Profit before taxation 7.5 4.1

Finance expense 10.3 9.4

Depreciation 8.4 9.2

Amortisation 1.3 1.2

EBITDA 27.5 23.9

Nebt (debt) / cash excluding lease liabilities

Net debt is used by management to assess the Group’s financial position and level of

leverage. It comprises interest-bearing borrowings net of cash and cash equivalents.

Net debt supports comparability with other companies and indicates the Group’s

financial flexibility.

2026

£m

2025

£m

Cash and cash equivalents 5.2 6.6

Bank borrowings (14.0) –

Net (debt) / cash excluding lease liabilities (8.8) 6.6

A reconciliation of net debt to IFRS measures and further detail is provided in Note 22.

Alternative performance measures (APMs)

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‘APMs’

Registered office

Motorpoint Group Plc

Champion House

Stephensons Way

Derby DE21 6LY

United Kingdom

Company number

10119755

Company secretary

Chris Morgan

Joint stock brokers

Deutsche Bank AG (London Branch) trading as Deutsche Numis

21 Moorfields

London

EC2Y 9DB

Shore Capital Stockbrokers Limited

Cassini House

57 St James’s Street

London SW1A 1LD

Share listing

MOTR.L 1 pence ordinary shares are listed on the London

Stock Exchange and are the only class of shares in issue

Independent Auditor

PricewaterhouseCoopers LLP

One Chamberlain Square

Birmingham

B3 3AX

Legal advisors

Pinsent Masons LLP

30 Crown Place

London EC2A 4ES

Registrar

MUFG Corporate Markets

Unit 10

Central Square

29 Wellington Street

Leeds

LS1 4DL

Financial PR

FTI Consulting

200 Aldersgate

Aldersgate Street

London EC1A 4HD

Tel: +44 20 3727 1000

Bankers

Santander UK Plc

2 Clumber Street

Nottingham NG1 3GA

Financial calendar

23 July 2026 Annual General Meeting

Early October 2026 Half Year Trading Update

November 2026 Interim Results Announcement

Shareholder information and advisors

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Contents Generation – Page Contents Generation – Sub PageContents Generation – Section Shareholder information and advisors

Shareholder enquiries

Our registrars will be pleased to deal with any questions regarding your shareholdings

on 0333 300 1950 (calls are charged at the standard geographic rate and will vary by

provider) or email [email protected].com. Alternatively, you can

access www.signalshares.com where you can view and manage all aspects of your

shareholding securely including electronic communications, account enquiries or address

amendments.

Investor relations website

The investor relations section of our website, www.motorpoint.co.uk/plc, provides further

information for anyone interested in Motorpoint. In addition to the Annual Report and

Accounts and share price, Company announcements including the full year results

announcements are also published there.

Cautionary note regarding forward-looking statements

Certain statements made in this Report are forward-looking statements. Such statements

are based on current expectations and assumptions and are subject to a number of

risks and uncertainties that could cause actual events or results to differ materially from

any expected future events or results expressed or implied in these forward-looking

statements. They appear in a number of places throughout this Report and include

statements regarding the intentions, beliefs or current expectations of the Directors

concerning, amongst other things, the Group’s results of operations, financial condition,

liquidity, prospects, growth, strategies and the business. Persons receiving this Report

should not place undue reliance on forward-looking statements. Unless otherwise required

by applicable laws, regulations or accounting standards, Motorpoint Group Plc does not

undertake to update or revise any forward-looking statements, whether as a result of new

information, future developments or otherwise.

Shareholder information and advisors continued

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creating valuable habitats for wildlife and enhancing the UK’s natural landscape.

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Motorpoint Group Plc

Champion House

Stephensons Way

Derby

DE21 6LY