POD POINT GROUP HOLDINGS PLC

Pod Point Group Holdings PLC 213800MY9U5MEDG21D89 2024-01-01 2024-12-31 213800MY9U5MEDG21D89 2023-01-01 2023-12-31 213800MY9U5MEDG21D89 2024-12-31 213800MY9U5MEDG21D89 2023-12-31 213800MY9U5MEDG21D89 2022-12-31 213800MY9U5MEDG21D89 2023-01-01 2023-12-31 ifrs-full:IssuedCapitalMember 213800MY9U5MEDG21D89 2023-01-01 2023-12-31 ifrs-full:SharePremiumMember 213800MY9U5MEDG21D89 2023-01-01 2023-12-31 ifrs-full:OtherReservesMember 213800MY9U5MEDG21D89 2023-01-01 2023-12-31 ifrs-full:MiscellaneousOtherReservesMember 213800MY9U5MEDG21D89 2023-01-01 2023-12-31 ifrs-full:RetainedEarningsMember 213800MY9U5MEDG21D89 2024-01-01 2024-12-31 ifrs-full:IssuedCapitalMember 213800MY9U5MEDG21D89 2024-01-01 2024-12-31 ifrs-full:SharePremiumMember 213800MY9U5MEDG21D89 2024-01-01 2024-12-31 ifrs-full:ReserveOfCashFlowHedgesMember 213800MY9U5MEDG21D89 2024-01-01 2024-12-31 ifrs-full:ReserveOfSharebasedPaymentsMember 213800MY9U5MEDG21D89 2024-01-01 2024-12-31 ifrs-full:MiscellaneousOtherReservesMember 213800MY9U5MEDG21D89 2024-01-01 2024-12-31 ifrs-full:RetainedEarningsMember 213800MY9U5MEDG21D89 2022-12-31 ifrs-full:IssuedCapitalMember 213800MY9U5MEDG21D89 2022-12-31 ifrs-full:SharePremiumMember 213800MY9U5MEDG21D89 2022-12-31 ifrs-full:OtherReservesMember 213800MY9U5MEDG21D89 2022-12-31 ifrs-full:MiscellaneousOtherReservesMember 213800MY9U5MEDG21D89 2022-12-31 ifrs-full:RetainedEarningsMember 213800MY9U5MEDG21D89 2023-12-31 ifrs-full:IssuedCapitalMember 213800MY9U5MEDG21D89 2023-12-31 ifrs-full:SharePremiumMember 213800MY9U5MEDG21D89 2023-12-31 ifrs-full:OtherReservesMember 213800MY9U5MEDG21D89 2023-12-31 ifrs-full:MiscellaneousOtherReservesMember 213800MY9U5MEDG21D89 2023-12-31 ifrs-full:RetainedEarningsMember 213800MY9U5MEDG21D89 2023-12-31 ifrs-full:ReserveOfCashFlowHedgesMember 213800MY9U5MEDG21D89 2023-12-31 ifrs-full:ReserveOfSharebasedPaymentsMember 213800MY9U5MEDG21D89 2024-12-31 ifrs-full:IssuedCapitalMember 213800MY9U5MEDG21D89 2024-12-31 ifrs-full:SharePremiumMember 213800MY9U5MEDG21D89 2024-12-31 ifrs-full:MiscellaneousOtherReservesMember 213800MY9U5MEDG21D89 2024-12-31 ifrs-full:RetainedEarningsMember 213800MY9U5MEDG21D89 2024-12-31 ifrs-full:ReserveOfCashFlowHedgesMember 213800MY9U5MEDG21D89 2024-12-31 ifrs-full:ReserveOfSharebasedPaymentsMember iso4217:GBP iso4217:GBP xbrli:shares Annual Report and Accounts 2024 We believe driving shouldn’t cost the earth Our mission is to make living with an EV easy and aﬀordable for everyone Governance Financials 01 Pod Point Annual Report and Accounts 2024 Strategic Report Ensuring driving doesn’t cost the earth Powering up 1 million customers in a proﬁtable network Make living with an EV easy and aﬀordable for everyone Purpose Vision Mission • Our success will be good for all our stakeholders • We aim to deliver value to our shareholders and investors who have placed their trust in us. We will drive the business to proﬁtability and positive cash generation • Our award-winning products attract leading customer reviews. We have built a network of over 250,000 chargepoints across our customer base and we aim to please many, many more customers • By being part of the Pod Point network of chargepoints customers will enjoy increasing value, such as participating in grid and energy ﬂex value, in a way that our competitors will ﬁnd hard to match • The future for Pod Point is all about scale and our vision is deliberately big. We’re aiming at 1 million customers • Pod Point was founded with the aim of making travel not damage the earth. We still believe passionately that energy transition and decarbonisation of transport are huge priorities for all of us • Our purpose represents our motivation and reason for succeeding. It’s what we care about and it’s the world we want to help create • We believe that driving, powered by renewable electricity, will protect our planet as well as being the most cost- eﬀective and convenient form of car transportation • As a market leader, we will play a major role in making that a reality • This is what we do, every day. It’s the problem we solve. It’s who we are • We believe that EVs promise the lowest total cost of ownership. But once people own their EV it’s our job to make that promise come true • Mass adoption is what we want to promote, and we believe that will happen as people realise that living with an EV can save them cash and that charging their EV is easier and cleaner than visiting a fossil fuel forecourt Our purpose, vision and mission Governance Financials 02 Pod Point Annual Report and Accounts 2024 Strategic Report In this report Strategic Report At a glance 04 Chair’s statement 07 Chief Executive Oﬃcer’s statement 09 Market context 13 Business model 16 Our strategy 21 Chief Financial Oﬃcer’s statement 25 Key performance indicators 30 ESG 31 Section 172 statement 66 Non-ﬁnancial information statement 72 Risk management 73 Viability statement 85 Governance Chair’s introduction 88 Compliance statement 89 Board Leadership and Purpose 90 Division of Responsibilities 100 Nomination Committee report 103 Audit & Risk Committee report 106 ESG Committee report 111 Directors’ remuneration report 113 Directors’ report 127 Statement of Directors’ Responsibilities 130 Financials Independent Auditor’s report 132 Consolidated ﬁnancial statements 139 Notes to ﬁnancial statements 143 Company ﬁnancial statements 177 Notes to the Company ﬁnancial statements 179 Glossary 187 Shareholder information 188 Financial summary • 17% year‑on‑year revenue decline from £63.8 million to £52.9 million • Although the plug‑in vehicle (‘PiV’) market grew by 20% year‑ on‑year, it was primarily driven by growth in the ﬂeet market. This saw revenue in our UK Home segment decline by 17% across the full year to £22.3 million • Revenue growth in UK Distribution to £7.1 million, representing an increase of 31% • Strong revenues of £0.6 million from our Energy Flex business, representing an increase of 1,456% on 2023 • UK Commercial revenues of £15.3 million have decreased 34% which is reﬂective of our planned exit of non‑core segments • Strong progress on gross margin, which increased by 150bps to 31.7% resulting from price increases, supply chain eﬃciency and improved installation eﬃciency • Adjusted EBITDA loss of £20.7 million was a result of revenue decline, particularly in UK Home and UK Commercial, and a number of one‑oﬀ items, particularly around our debtors book (adjusted EBITDA is deﬁned on page 155) • Loss before tax of £84.5 million (2023: £83.2 million), including an impairment charge of £44.4 million relating to intangible assets • With £5.2 million cash at year end, the Group drew down on £15 million of the £30 million EDF facility in Q1 2025 Operational summary • Continuing expansion of the customer base across both UK Home and UK Commercial segments with over 250,000 chargepoints across our network • Market leadership in the UK Home sector with a further 27,370 home chargepoints installed in the year • Entered a new Energy Flex market and were the ﬁrst company to sell energy in wholesale markets under the new P415 regulation • In the UK Commercial segment 4,350 chargepoints were installed in the year, a reduction of 17% on 2023 • Progress was made in the UK Distribution segment, with 13,380 chargepoints shipped in the year, an increase of 12% on 2023 • 2.9 billion kilometres of electric driving powered by our chargepoints in 2024 – up by 16% compared to 2.5 billion in 2023 • 26.7 million charging sessions delivered in 2024 – up by 6% compared to 25.3 million in 2023 • 520 million kWh delivered by our chargepoints in 2024, up 16% on 2023, avoiding the equivalent of circa 565,073 tonnes of CO 2 e • Completion of our restructuring programme as part of the cost reduction goal in our Powering Up strategy. Annualised cost savings of £6 million will be fully realised in 2025 • Launched in the Spanish market via a partnership with SeisSolar For more details, see our KPIs on page 30 Governance Financials 03 Pod Point Annual Report and Accounts 2024 Strategic Report Strategic Report Our mission is to make living with an EV easy and aﬀordable for everyone At a glance 04 Chair’s statement 07 Chief Executive Oﬃcer’s statement 09 Market context 13 Business model 16 Our strategy 21 Chief Financial Oﬃcer’s statement 25 Key performance indicators 30 ESG 31 Section 172 statement 66 Non-ﬁnancial information statement 72 Risk management 73 Viability statement 85 Home 62% On-street 2% Workplace Charging 4% Destination 2% 24% 62% 7% 4% 4% Fleet Depot 24% Multi-tenant dwelling 7% Governance Financials 04 Pod Point Annual Report and Accounts 2024 Strategic Report At a glance Pod Point is a market-leading provider of EV charging solutions From the very beginning of Pod Point’s journey back in 2009, we recognised the signiﬁcant role EVs would have in the UK’s journey to net zero. We were equally aware back then of the challenges; chieﬂy, that charging speeds would be unable to match how quickly a petrol or diesel car could be refuelled. We knew that with cars spending around 95% of their time parked, the best times to charge would be when the driver was busy doing something else, such as working, sleeping, shopping, or exercising. In other words, whenever they weren’t driving the car. The industry has changed a lot since we were founded. Just 1,583 EVs were registered in 2010 against 549,148 PiV (plug‑in electric vehicle) registrations during 2024, according to SMMT data. As the market has evolved, so has Pod Point. We’ve reﬁned our products and made them smarter and implemented the features most relevant to our customers. During Q4 2023, we launched our new strategy – Powering Up – to focus on home and workplace charging, where the majority of charging takes place, as well as Energy Flex services. We are still as committed as ever to making the switch to EVs as easy as possible for everyone, and to normalising life with an EV. Our reputation for quality and value continues to grow with Pod Point being voted ‘Best Value Home Charger 2024’ by What Car?, following our 2023 accolades of ‘Best Home EV Charger 2023’ by What Car? and our charger installation service being endorsed as a Which? Trusted Trader Approved Service. Pod Point remains one of the largest EV charging networks in the UK, with more than 250,000 chargepoints at 31st December 2024. 2024 has seen the growth of our ﬂex proposition, managing the demands on the grid and bringing savings to our customers and our ﬁrst steps into international markets, with the launch of our Solo 3S product in Spain and our ﬁrst trial operating units in France. Typical charging pattern The diagram below sets out the EV charging ecosystem, showing how drivers are charging their EVs. Percentages are based on rounding Governance Financials 05 Pod Point Annual Report and Accounts 2024 Strategic Report At a glance continued Our business unit structure is based upon our customer segmentation, which enables the business units to be competitive, agile and eﬀective in their individual markets, while working to overall Group strategic goals. Customers • Consumers coming via our website, where we install smart chargepoints in domestic properties, generating one‑oﬀ installation revenue • Major automotive manufacturers such as BMW, Mercedes, Nissan, Mazda, Jaguar Land Rover and Honda through referral agreements, enabling us to provide home chargepoints to their customers • Fleet companies including Mitie, Lex Autolease, Tesco, Uber, Severn Trent and Zenith, providing home charge solutions to customers ranging from end-user van drivers, company car drivers and customers beneﬁtting from salary sacriﬁce agreements • This segment is driven by the demand for EVs, which is subject to market and regulatory risk Competitive position • We remain one of the most recognisable brands for home charging • We are one of the few chargepoint operators ("CPOs") in the UK who oﬀer a true end–to‑ end service and support the customer from initial referral through to the point of installation and beyond • Our commitment to providing a proven and trusted service is reﬂected in our industry‑ leading customer satisfaction scores, averaging 4.6/5 across over 40,000 reviews on Reviews.io and 4.5/5 from over 20,000 reviews on Trustpilot Customers • Housing developers such as Barratt Redrow, Bellway and Taylor Wimpey Logistics to provide chargepoints for new developments • Independent contractors and the wholesale market including key relationships with Rexel, CEF, YESSS Electrical and Medlock • Freeholders, managing agents and resident associations to provide supply, installation and ongoing service, having contracts with companies such as McCarthy Stone Competitive position • First mover advantage combined with a recognisable brand has given us strong relationships with the large players in this market • Our advice and design capabilities are highly regarded by our clients. Until very recently, no other CPOs were oﬀering the same level of charging network design services to our customer base • Our team has been at the forefront of driving policy change through the House Builders Federation, and we are well respected across this industry • There are a range of other providers who also work directly with this customer segment UK Home UK Distribution • We have deep automotive market penetration, including eight OEM partners and 150+ ﬂeet partnerships • We have a depth of experience unmatched in the industry, with over 226,000 home chargepoints and a proven ability to scale with demand • We have faced increased competition from energy companies selling chargers directly to consumers, adversely impacting our market share • The competitive set has changed with increased importance of energy tariﬀ. As a result we introduced the ‘Plug & Power’ bundle with EDF, accounting for 10% of our leads • There are multiple other sellers of chargepoints directly to consumers and through ﬂeet channels Growth drivers • Our Dealer team work with many dealer groups growing to over 1,000 dealership sites in 2024, including Sytner, DM Keith and Speedwell Group. • We launched our new home charger, Solo 3S, with solar functionality, which continues to appeal to new customers • We launched our new Partner Portal in 2024, based on customer feedback, which will make it even easier for our partners and their customers to work with us Revenue: £22.3 million (2023: £27.0 million) 42% of total revenue (2023: 42% of total revenue) Growth drivers • Continued implementation of Part S Building Regulations, which mandates that a chargepoint must be installed on every new-build house with associated parking • Launch of our new home charger Solo 3S with solar functionality and Open Charge Point Protocol (‘OCPP’) capability, creating new opportunities with those businesses where OCPP is a mandatory requirement • Our new Installer App, which targets improvements in installation eﬃciency and quality, improving its appeal to the wholesale and contractor market Revenue: £7.1 million (2023: £5.4 million) 13% of total revenue (2023: 8% of total revenue) Governance Financials 06 Pod Point Annual Report and Accounts 2024 Strategic Report At a glance continued Customers • Under our Powering Up strategy, we are focusing on workplace charging with key customers, including commercial landlords, managing agents, oﬃce buildings, distribution centres and depots. We have moved away from multi‑tenancy dwellings and destination charging, thereby impacting revenue • Our more focused oﬀering ensures a greater depth of product oﬀering for our workplace customers, which services their speciﬁc needs • We receive ongoing network fees from commercial customers • We receive a share of revenue from certain groups of chargepoints owned by our commercial customers Competitive position • Strong recognisable brand presence in the workplace sector, with a high level of experience across multiple install types • Some of the largest workplace installations in the UK with several of the UK’s largest consumer brands Customers • We ‘ﬂex’ the time at which vehicles are charged, to minimise cost for customers, with initial focus on our large estate of domestic chargepoints • Our partners include national and regional grid operators, retail energy suppliers and aggregators via the provision of grid load management services and opportunities for energy trading. This market is currently in an early stage of development • In 2025, we intend to move our consumer ﬂex oﬀering to ‘business as usual’, enrol a signiﬁcant number of our existing customers in ﬂex, and make enrolling in ﬂex a part of our standard onboarding journey for new customers • We are gradually unlocking more markets into which we can sell our ﬂex and in 2025 we intend to start selling energy ﬂex in the wholesale market, via partners, enabled by the new P415 regulations which came into force in November 2024 Competitive position • As one of the earliest providers of chargepoints, we have the largest UK estate of domestic chargepoints, giving the potential UK Commercial Energy Flex • Experienced sales team with an in‑depth knowledge of hardware, software and corporate social responsibility beneﬁts attached to workplace charging • There are a range of other providers who also work directly with this customer segment Growth drivers • The introduction of new Twin and Solo 3S chargers, which includes OCPP compatibility, giving us access to a larger addressable market • Continued engagement with channel partners to exploit new market opportunities and customer segments • Our new Installer App has proven to be highly successful, improving installer eﬃciency and quality, giving us greater access to opportunities in the market Revenue: £15.3 million (2023: £23.0 million) 29% of total revenue (2023: 36% of total revenue) to deliver ﬂex services to a signiﬁcant number of customers • Because our architecture allows us to control the chargepoints behaviour directly, we can manage all of the technical parts necessary to deliver ﬂex services • Being an emerging sector, this is subject to regulatory, competitive and customer behaviour risk Growth drivers • With the largest UK network of EV chargepoints, we have critical mass that we can oﬀer to new customers • We can extend into multiple Energy Flex and load balancing markets • Signing up existing and new customers onto ﬂex programmes, providing savings on their energy spend • Working with a variety of energy companies to assist them to provide ﬂex services to their customers Revenue: £607,000 (2023: £39,000) 1% of total revenue (2023: 0.06% of total revenue) Other Owned Assets Our portfolio of chargepoints at 598 sites include AC and rapid DC chargers, funded and owned by Pod Point at locations within the Tesco estate. In our 2023 strategic review, we conﬁrmed that the public charging network is a segment that is non-core; however, we remain committed to our contractual relationship with Tesco. Revenue was impacted by an anticipated reduction in media fees. Revenue: £7.7 million (2023: £8.3 million) 15% of total revenue (2023: 13% of total revenue) Other International Towards the end of the year, we successfully launched our Solo 3S product in Spain and ﬁrst operating units in France, the ﬁrst step in launching our capital‑lite International business. Governance Financials 07 Pod Point Annual Report and Accounts 2024 Strategic Report Chairman’s statement Andy Palmer Chairman of the Board Dear Shareholder, This was another extremely busy year for Pod Point as we worked hard to implement our new strategy, Powering Up, against a mixed backdrop around the UK economy and general negativity around a disappointing rate of growth in EV sales, particularly private buyers. While we made good strategic progress our ﬁnancial performance was disappointing. The introduction of a consultation into the ZEV Mandate announced by the UK Government in December 2024 was welcomed in order to provide increased clarity for consumers and manufacturers for 2025 and beyond. Whilst the headline targets remain, manufacturers are aﬀorded greater ﬂexibility in meeting the targets, oﬀering them additional time to align their production and sales strategies with the mandate’s requirements. The UK Government has also announced measures to stimulate EV adoption, such as tax breaks and infrastructure investments, helping drivers switch to EVs. We are optimistic that the UK Government remains committed to the transition to net zero by 2035. Transition year ﬁnancially 2024 was a year of transition as we began to execute on our new strategy, which includes the exit of some non‑core business areas, which adversely aﬀected our Commercial business. The weakness we saw in our UK Home business in Q4 had an adverse impact on both our revenues and our cash ﬂows, contributing to increased losses for the year. That said, the year as a whole had several positives for the Group, including a strong performance in our gross margin, a much‑improved cost position as we executed on our cost out programme, and a series of positive results on our Energy Flex revenues, as the value of our scaled network of chargepoints became more apparent. In detail, revenue for the year was £52.9 million, down 17% compared to 2023, reﬂecting the downturn in private EV sales, changing EV purchase behaviour, and exits of non‑core business. Our gross margin saw strong improvement again and was up 150bps compared to 2023 (and 850bps compared to 2022). This reﬂected a combination of price increases, supply chain eﬃciency and improved installation eﬃciency. The Group’s operating loss was £85.0 million (2023: £84.4 million), with our alternative performance measure adjusted EBITDA at a loss of £20.7 million (2023: £15.3 million loss). This was a disappointing performance, reﬂecting adverse trading performance and an adjustment of £4.4 million impairment loss on trade receivables. Our ongoing losses and working capital outﬂow lead to our year end cash position of £5.2 million (2023: £48.7 million). EDF, the Group’s largest shareholder, has continued to show its strong support of the Group following the provision of a ﬁve‑year credit facility, in FY2023, of £30 million to provide additional funding headroom. Given the year end cash position, the Group drew on the facility in Q1 2025 and can draw on the remaining facility with EDF consent. The Group is in active discussions in respect of funding and has conﬁdence in a successful outcome to this process. Governance Financials 08 Pod Point Annual Report and Accounts 2024 Strategic Report Chairman’s statement continued Changes to the Board In May, we welcomed Melanie Lane to the Board as the Group’s new Chief Executive Oﬃcer. Melanie brings a fantastic wealth of experience from the EV charging sector and energy industry to Pod Point and the Board has appreciated her insights. David Wolﬀe stepped down from his post as Chief Financial Oﬃcer in October, to be replaced by Mike Killick who joined the Board as Interim Chief Financial Oﬃcer for a period of up to 18 months. As announced on 9th May 2025, Mike is on a leave of absence due to ill‑health and has stepped down from the Board during this period of absence, with his duties being covered by Michael Jay, Acting Chief Financial Oﬃcer. Gareth Davis stepped down from his role as Chairman on 5th June. He remains on the Board and continues to provide great insight. On behalf of the Board, I would like to thank Gareth for his leadership of the Board and for his advice as I have now taken over as Chair. Philippe Commaret stepped down from the Board in January 2025. Philippe was one of two EDF‑ nominated Board members. Furthermore, Norma Dove‑Edwin and Erika Schraner announced that they will not seek re‑election at the 2025 Annual General Meeting ("AGM"). The Group does not intend to replace any of these positions as we seek to streamline. I would like to thank Philippe, Norma and Erika for their respective contributions to the Board. A new Leadership Team, consistent ambition Under Melanie’s leadership, we have seen a reshaping of the Group’s senior team, with new appointments in Chief Revenue Oﬃcer, Chief People Oﬃcer, Chief Product & Technology Oﬃcer and Chief Operating Oﬃcer. This renewed and energised team has been working relentlessly to execute on Powering Up and have achieved signiﬁcant operational progress during the year. I would like to thank our people for their hard work, positive attitude and understanding through what has been an exciting yet challenging year at Pod Point. Outlook In April 2025, the Group received a non‑binding conditional cash proposal from its majority shareholder EDF to acquire the entire issued and to be issued share capital of the Company that it does not already own at a price of 6.5 pence per share. EDF have until 5.00pm on 12th June 2025 to either announce a ﬁrm intention to make an oﬀer or announce that it does not intend to make an oﬀer. Andy Palmer Chairman Governance Financials 09 Pod Point Annual Report and Accounts 2024 Strategic Report Chief Executive Oﬃcer’s statement A year of transition – putting the building blocks in place In a short space of time, we have achieved a lot. Our strategy is clear and the organisation is set up to deliver. So whilst the ﬁnancial results are below expectation I am optimistic for the future. Melanie Lane Chief Executive Oﬃcer Governance Financials 10 Pod Point Annual Report and Accounts 2024 Strategic Report Chief Executive Oﬃcer’s statement continued 2024 has been a year of challenges, change and progress for Pod. The number of EV cars sold in the UK was up 20% on 2023 and there remains a clear trajectory to the electriﬁcation of the UK economy given successive government policies as well as the transition of the UK car parc to one being dominated by EVs over the long term. However, the glide path was not without some bumps as private new car sales were down year‑on‑year, adversely aﬀecting our UK Home business segment revenues. Consumer conﬁdence remained muted, and cost of living pressures have not disappeared. The ongoing challenges with infrastructure investment for EV charging remains an impediment to faster take-up of EV sales. Our Commercial business signiﬁcantly declined, in part, due to strategic exits of non‑core segments. We also saw a change in the competitive set, with customers placing greater emphasis on energy tariﬀ in their decision making. In response we introduced the Plug & Power bundle with EDF, which reduced the upfront cost of a chargepoint and spread the remaining cost across a two‑year ﬁxed tariﬀ with EDF. Despite this, we delivered below our expectations in the UK Home segment. Against this mixed backdrop, the Group made good progress during the year on many fronts under its new Leadership Team, taking advantage of our market-leading position, our emerging position in the Energy Flex market, leveraging our relationship with EDF and harnessing the beneﬁts of regulatory change. The foundation blocks of our customer lifetime value ("CLTV") have been put in place as we move from a business selling chargers to one selling a broader range of charging services. In May 2025, the Group launched its new brand Pod alongside Pod Drive, an all‑inclusive home charging service. The Pod Drive subscription gives drivers a cheaper and more convenient way to charge their EV at home, reducing the up‑front costs of installing a charger from £1,249 to £99, while rewarding customers with cashback on up to 7,500 “smart charged” miles per year, covering household electricity costs of charging their vehicle. Our cost position is now more attractive given our cost out programme delivering on its £6 million target. The business has delivered a huge amount of change, and we have had to make some diﬃcult decisions and say goodbye to some fantastic colleagues. I want to thank everyone for their hard work, dedication and compassion in delivering on so many fronts in 2024. Review of the year Financial performance Our ﬁnancial performance in 2024 was somewhat mixed and impacted by several items. We had anticipated 2024 as a transition year as we began to implement our new strategy and exited some non‑core businesses. However, there was a softer end to the year as the private new car EV market was weak and general narrative around EVs remained negative. This had two impacts on our ﬁnancial performance: our UK Home segment revenues were down 17% versus 2023 as demand shifted away from our core distribution channels. The secondary impact Governance Financials 11 Pod Point Annual Report and Accounts 2024 Strategic Report was on our net working capital, as UK Home has a more favourable working capital proﬁle as we receive cash in advance of paying suppliers. Together, these factors led to a greater than expected cash outﬂow in 2024. Furthermore, in light of our debtors book we took an additional provision of £4.4 million reﬂecting concerns over the collectability of this debt. In light of the ﬁnancial performance of the business during 2024 and our expectations going forward, an impairment charge of intangible assets of £44.4 million was taken in the year. Despite this, we made good progress on the execution of our Powering Up strategy, which included a £6 million cost out programme. Customer performance In terms of customers, we continued to perform well, maintaining a Trustpilot score of 4.5 (Excellent rating) throughout the year, a signiﬁcant achievement and an improvement on the 4.2 (Good rating) we had in the prior year. We launched our Solo 3S product, bringing customers a superior product with full solar integration for which we received numerous accolades including: • Best Value Home EV Charger by What Car? • Best of British Business by the Independent • Best Aftersales & Support by What Wallcharger? • Best Installer by Electric Car Guide Partners have continued to respond well to both our product and our service levels, and we are pleased that we continue to partner with a range of trusted automotive, ﬂeet and lease brands including BMW, Zenith Leasing, Britannia Leasing and Fleet UK. Strategic progress Finally, we have continued to expand our reach through two key areas of strategic growth. We developed our Solo 3S product for launch in Spain and France, and have begun generating revenue through international sales in 2025. Likewise, we made signiﬁcant progress in driving Energy Flex and Recurring Revenues, beating our upgraded revenue guidance of £500,000, entering the capacity market and completing the internal development required for our rebrand and the launch of our consumer proposition. This has been supplemented by further growth through our distribution and wholesale channels with several new customer wins and renewals including Honda, DM Keith (a dealership group), AXA Insurance and the Warranty Group. We deepened relationships with national distribution partners Yesss Electrical, CEF, Medlock and Rexel and signed new regional distribution deals with Park Electrical and Kelvelec. Our combination of high‑quality product and service was reﬂected in our latest brand tracker survey, which conﬁrmed Pod’s leading position across awareness and consideration for EV purchasers against our direct competitor set. As a result, we were delighted to become the ﬁrst UK charging network to surpass 250,000 chargepoints. Operational performance We completed our organisation restructure, achieved the £6 million annualised cost saving, and embedded return on investment ("ROI") disciplines across the Group with key performance metrics to drive commercial, technology and operational performance. A new ERP system was implemented as part of our approach to enable operation at scale and a new operating model was established to enable a faster and more eﬀective ﬂow of work across the business. Chief Executive Oﬃcer’s statement continued Energy Flex: 2024 a breakthrough year The electriﬁcation of the UK economy and increasing reliance on renewable energy sources dramatically increases the need for energy ﬂex capacity to increase the eﬃciency of the grid, providing ﬂexible assets and being part of future energy security policy. As such, Energy Flex is a key driver to our CLTV model and continues to provide a win-win-win solution to the UK energy transition challenge. Consumers get cheaper and greener charging through rewards for participating in Energy Flex; grid partners reduce costs and avoid capital expenditure; and Pod generates high‑value recurring revenues. Progress against nine key objectives for 2024 Focus on UK Home and UK Workplace, plus capital-lite International markets Drive Energy Flex and Recurring Revenue Cost out 1. UK Home returns to positive growth YoY 2. Release Solo 3S Arch 5 product 3. Launch in two European markets 4. Enter new ﬂex market segment 5. Consumer proposition launch 6. Six ﬁgure Energy Flex revenue 7. Organisational transition completed 8. Overhead reduction £6m annualised 9. Embed ROI discipline Governance Financials 12 Pod Point Annual Report and Accounts 2024 Strategic Report After delivering maiden revenues for the Group in Q4 2023, our Energy Flex business has delivered a real breakthrough year in 2024. Our revenues saw a 15‑fold increase in 2024 to £607,000, a great performance and well ahead of our internal expectations, albeit still small in the context of the Group. More importantly, this high‑margin, recurring revenue has moved from trial stage to business as usual for the Group, evidence of our pivoting from a one‑oﬀ revenue model to one driven by recurring revenues. Throughout the course of 2024, Pod dramatically expanded its addressable market with Energy Flex, by entering both the capacity market and the wholesale market. Combined, these two segments account for over 50% of the total market opportunity based on our estimates. These new market entries support our existing participation in the DSO market. Funding Our closing net cash balance of £5.2 million was below our expectations, mainly due to two factors. The ﬁrst was slower than expected debtor collections impacted, in part, by resource intensive ERP implementation during Q4 2024. I am pleased to report that collection performance has improved across Q1 2025. The second impact on our cash position was a deterioration in our UK Home segment during the latter part of 2024. EDF, the Group’s largest shareholder, has continued to show its strong support of the Group’s strategy. In FY2023 EDF provided a ﬁve‑year credit facility of £30 million to provide additional funding headroom. The Group did not draw on the facility in 2024. However, given the closing net cash position at 31st December 2024, the Group drew £15 million of the facility in Q1 2025. Melanie Lane Chief Executive Oﬃcer Chief Executive Oﬃcer’s statement continued Governance Financials 13 Pod Point Annual Report and Accounts 2024 Strategic Report Our marketplace Market context Our markets The strategy that we announced in November 2023 provided a clear prioritisation and focus for the Group for 2024. Our core markets, through which we will drive recurring revenue, are: 1) UK Home 2) UK Workplace 3) International Home 4) Energy Flex and Recurring Revenue Our strategy has been formulated to make the most of our core strengths and expertise to maximise CLTV and capture the most attractive growth opportunities where Pod Point has a right to win. Market growth drivers EV market growth 2024 saw continued growth in the EV market, although there was a sharp contrast between private customer demand, which was sluggish, and robust ﬂeet demand, albeit a segment where we are under represented. The implementation of the ZEV Mandate will further advance EV demand, as car manufacturers have mandated sales mix targets for ZEVs, rising from 22% in 2024 to 38% in 2027 and 80% in 2030. All manufacturers have prioritised the sale of EVs in 2024 and none paid ﬁnes. However, recent changes to the mandate allow manufacturers greater ﬂexibility in meeting the targets. While the UK vehicle market is facing some economic headwinds, 2024 saw it record the highest EV sales across Europe. In 2024, new registrations of PiVs increased by 20% compared to the previous year. SMMT data shows that sales of PiVs rose to 549,148 from 455,998 in 2023. BEV sales provided growth of 21%, with sales rising to 381,970 from 314,687 in 2023. The vast majority of this growth was within the ﬂeet market, supported by the beneﬁts of salary sacriﬁce schemes. Private demand has materially trailed that of ﬂeet demand. Several factors are driving growth in EV sales, and therefore the demand for EV chargepoints: • The ZEV Mandate has created signiﬁcant shifts in consumption patterns and the channels through which EV chargers are purchased with a higher proportion moving through ﬂeet channels • As drivers become more environmentally aware, so do the environmental advantages of EVs become more pertinent. At the same time, barriers to EV adoption are being overcome, and the signiﬁcantly better performance, simplicity and all‑round convenience of EVs are capturing the public imagination. All of these factors are seeing demand for EVs grow • EV uptake is on course to meet the UK Government’s net zero targets for EVs • As EV sales increase, so too does the demand for chargepoints – and we are seeing repeated calls from industry to increase public provision as well as consistent demand for home chargers. Even if the public debate appears to be focused on public chargers, the vast majority of EV charging activity takes place at the home or workplace • Auto manufacturer product strategy: these investments, combined with wider factors, will yield large volumes of EVs, which will guarantee a strong supply of EVs in years to come. Together with incremental gains in energy density and vehicle eﬃciency making EVs more compelling, the economies of scale from mass market production of EVs are set to make batteries, and thus EVs, much more aﬀordable Governance Financials 14 Pod Point Annual Report and Accounts 2024 Strategic Report Market context continued Workplace demand The UK Workplace market is driven by cost savings, government regulation and corporate governance trends. The combination of regulatory requirements and government grants are driving demand for workplace chargepoints. Since 1st June 2022, all new non‑residential buildings with more than ten parking spaces must have at least one charging point and cable trays for one in ﬁve (20%) of the total spaces. At the same time, all non-residential buildings undergoing major renovation with more than ten parking spaces must also have at least one charging point and cable trays for one in ﬁve spaces. This obligation supports the UK Government’s desire to speed up the energy transition. To cover the cost of supplying and installing their chargepoints, businesses can apply to the UK Government’s Workplace Charging Scheme. This voucher scheme covers up to 75% of the total cost of purchase and installation (including VAT), up to a maximum of £350 per socket or 40 sockets across all sites per applicant. There is a huge national car parc to be converted. International markets The UK is an advanced market in terms of EV adoption, with an EV market share in 2024 of 20%, but there are other huge markets nearby that are in an earlier state of evolution. France is a similar sized economy to the UK but has EV penetration around 17%. Portugal sits at around 20%, with Spain at around 6%. Italy’s adoption rate is around only 4%. These markets, among others, represent substantial opportunities with competitive dynamics at an early stage. Out of our market analysis, it emerges that France, Spain, Portugal, Belgium, and Italy are the most attractive European markets for Pod Point, based on a series of criteria around attractiveness of market and ease of entry. Attractiveness includes size of EV market out to 2030, current EV adoption rates, and ability to oﬀer Energy Flex. Ease of entry includes presence of EDF, product compatibility, and regulatory considerations. During the course of 2024 we launched our Solo 3S product in Spain and installed ﬁrst operating units in France. Energy Flex market As highlighted in the recently‑published NESO Clean Power 2030 report, the grid now needs a radical four‑fold increase in ﬂexibility by 2030, with EVs providing consumers with the opportunity to engage with the energy system and cut costs by ﬂexing their demand. The addition of an EV typically will double a household’s electricity usage. This is a huge challenge at the national level. In parallel with this, there has been rapid growth in the contribution of wind and solar power to our national grid, which are both more volatile. The UK is also behind on its targets to build more power infrastructure. Due to the increasing demand for electricity and the growing supply of renewable energy, the value of the grid load management and Energy Flex market is set to double by 2030. We are well-placed to address this growth opportunity. Pod Point has already established itself as an emerging player in this exciting market, delivering our a 15‑fold increase in revenues in 2024. During 2024, we entered the capacity market and the wholesale market. Governance Financials 15 Pod Point Annual Report and Accounts 2024 Strategic Report Market context continued Government regulation and support Following its 2022 consultation, the UK Government announced the terms of the ZEV Mandate, which set minimum numbers of ZEVs that OEMs must provide from now to 2030 to ensure a relatively smooth uptake. This should support steadily growing demand for chargepoints in due course. This came into UK law on 3rd January 2024. In December 2024, the UK Government announced it was holding a consultation on the ZEV Mandate, and has subsequently announced provisions that provide manufacturers with greater ﬂexibility in meeting targets, including the extension of hybrid vehicles to 2035. Preferential company car tax beneﬁt‑in‑kind rates will be held at just 2% out to 2025, growing by 1% a year to 2028, maintaining a potent and successful incentive to company car drivers. The wholesale market was in favour of increased participation by non‑energy suppliers through P415 regulation. Pod Point became the ﬁrst company to sell energy through this new regulation in December 2024. The EU and other governing bodies have introduced similar ICE phase-out measures, furthering the likelihood of the targets being met as OEMs will have to electrify vehicles across their markets. 1.4 m EVs on the UK’s roads 21.4 % Increase in BEV sales in 2024 +250,000 Pod Point chargepoints Governance Financials 16 Pod Point Annual Report and Accounts 2024 Strategic Report Business model Pod Point is here because driving shouldn’t cost the earth. Our vision is to power up 1 million customers in a proﬁtable network. Our mission is to make living with an EV easy and aﬀordable for everyone. The way we will deliver on these outcomes is through a refreshed strategy with some key areas of focus. Central to this is a diﬀerentiated strategy with a reinforcing virtuous circle of competitive advantage. Our strategy We completed a fundamental review of our markets, key strengths and ability to win. This leads us to focus on our strategic priorities with a renewed emphasis on bringing new oﬀers to market under a refreshed brand and positioning for the Company, bringing recurring revenue and longer‑term enduring customer relationships: 1) UK Home 2) UK Workplace 3) International Home 4) Energy Flex and Recurring Revenue 5) Cost Eﬃciency We are managing an orderly exit from some segments, including ﬂeet depot, public charging networks, destination charging and rapid charging. This means we will focus our attention on where we see the greatest growth potential and the strongest ﬁnancial returns. UK Home and UK Workplace markets represent around 70% of the market demand for chargepoints. These are the segments with longer vehicle dwell times and therefore create the greatest value in grid ﬂexibility services. This will build a recurring revenue stream and a customer base of enduring lifetime value. Our diﬀerentiation and competitive advantage As market leader, we have a number of key strengths. We are a trusted brand, with the largest network of long-dwell customers, utility provider agnostic, which enables us to leverage our expertise in Energy Flex to drive Recurring Revenue from our network. These strengths are reinforced by the capabilities of our relationship with EDF and by regulatory tailwinds for both EV charging infrastructure requirements and the opening up of the wholesale market for Energy Flex through P415 regulation. This forms a virtuous circle driving a growing total of CLTV. The size of our network gives us economies of scale, driving more ﬂex value, which reinforces our brand proposition and marketing resources, which in turn allows us to acquire more customers, and extend our lead as the largest network. And so the cycle continues… Our purpose is clear Governance Financials 17 Pod Point Annual Report and Accounts 2024 Strategic Report 17 Pod Point Annual Report and Accounts 2024 Strategic Report Business model continued Our overarching focus is around longer dwell times: our products are perfect for customers who will charge their EV over an extended time period. UK Home and UK Workplace represent the two core markets where this is true. Long dwell times gives us the potential to leverage the value of our network for Energy Flex. We are aiming at market segments with the greatest growth opportunities combined with our ability to serve customers better than others: the UK Home and UK Workplace markets represented two‑thirds of the total installations in 2024 and are expected to account for 60% to 70% of the installations in 2030, delivering signiﬁcant volume growth. Our trusted brand, reliable service and attractive product underpin our success in these market segments. The UK Home market involves direct to consumer, housebuilders and wholesale: Pod Point has a broad and diverse range of partnerships to provide routes to market. We are building up our direct-to-consumer capabilities via consumer websites, referral agreements, and marketing channel management. Housebuilders, car manufacturers, car dealerships and leasing companies are all key in reaching customers. The UK Workplace involves car parks in oﬃce locations and related areas: customer hardware requirements are similar in UK Workplace and UK Home markets, and our chargepoints are installed in oﬃce car parks. The international market refers to carefully selected markets with entry in capital‑lite and operational‑lite models: during 2024 we launched our Solo 3S product in Spain and ﬁrst operating units in France. What we do Governance Financials 18 Pod Point Annual Report and Accounts 2024 Strategic Report Business model continued Our revenue streams Managed install (UK Home, UK Commercial) We provide chargepoints to end-customers, with an end-to-end service that includes project planning, groundworks, power supply, installation, commissioning and service. Our quality of service is known to be excellent, with Pod Point having been awarded Which? Trusted Trader approved status for our installation service. Supply only (UK Distribution, UK Commercial) We provide chargepoints to distribution partners such as large wholesalers supporting the contracting industry, as well as major housebuilders. These partners will install our chargepoints to the walls of residences nationwide, supported by Pod Point through its Installer App. Recurring Revenue for homes and businesses We oﬀer extended warranties, and data services, and we create a revenue share where our network generates charging income for partners. Energy Flex 2024 saw signiﬁcantly increased revenues for Pod Point from Energy Flex, taking advantage of our large network of chargepoints. We have signed a number of commercial agreements to oﬀer Energy Flex solutions in several of the energy markets, including capacity market, local DNOs and the wholesale market. Owned Assets continues to deliver revenue and proﬁt While no longer a strategic priority, we own a proﬁtable network of AC and DC chargepoints, which are operated in Tesco car parks. We receive media revenues and an electricity usage tariﬀ. Having made the upfront capital investment in these assets, we continue to beneﬁt from the proﬁt and cash contribution from these assets. Governance Financials 19 Pod Point Annual Report and Accounts 2024 Strategic Report Business model continued Our strengths Market leadership: Pod Point, with over 250,000 chargepoints has the largest installed network in the UK. This network provides critical mass for Pod Point in the Energy Flex market. The brand and its attributes: Pod Point is the leading UK brand with high levels of awareness, trust and brand consideration, along with strong and resilient attributes around ease of use, reliability and aﬀordability. Our chargepoint was voted ‘Best Value Home Charger 2024’ by What Car?, Our partnerships and routes to market: We have established a strong, broad and diverse sets of partnerships that provide multiple routes to market. Partners include leading automotive OEMs, housebuilders, leasing companies and car dealers. Our relationship with EDF: We are reinforcing our key advantage via EDF, in terms of capital‑lite distribution in international markets and building expertise in the Energy Flex markets. Furthermore, EDF has provided a £30 million credit facility, enhancing our ﬁnancial ﬂexibility and resilience. Our established capability in a growth market and a critical industry: Charging infrastructure is increasingly critical to the UK’s automotive and energy future. Our proven ability to work at scale and our strong service capability mean that we’re particularly well‑placed to seize the opportunities ahead. Diverse, mission-driven and brilliant people making our vision a reality: At Pod Point, our people drive our mission – and vice versa. Our teams make up a highly capable and resilient organisation able to complete a truly impressive array of tasks, including the design, outsourced manufacturing, and installation of chargepoints and associated systems. Governance Financials 20 Pod Point Annual Report and Accounts 2024 Strategic Report Business model continued Our stakeholders Our customers are EV drivers, organisations, energy industry players, OEMs, ﬂeet owners, third‑party installers/wholesalers and Pod Point chargepoint owners, and they’re at the heart of everything we do and how we do it. Our primary aim is always to provide them with the highest levels of service, innovation and reliability so that they trust us, recommend us and keep coming back to order more chargepoints and services. We strive to create a diverse working environment where our people fulﬁl their potential, feel valued at all times, and embody Pod Point’s culture and values. We aim to deliver shareholder value over the long term and engage regularly with our shareholders. This not only ensures that investors understand our strategy, objectives and progress, but also enables our Board to access the wealth of experience and expertise that our major shareholders can provide. We work closely with a number of key partner organisations, which play a vital role in supporting us in our purpose that driving shouldn’t cost the earth. These partners include our manufacturing partner Celestica, together with our long-serving partner Note – the manufacturers of our in-house designed and branded AC chargepoints, and our selected chargepoint installation partners. Our purpose is that driving shouldn’t cost the earth, by helping people switch from ICE vehicles to EVs and by looking at our own impact on the environment. Our mission is to make living with an EV easy and aﬀordable for everyone. We’ve already played an important role in developing the UK’s EV charging infrastructure – and now we’re poised to do even more. Customers People Shareholders Partners Society Governance Financials 21 Pod Point Annual Report and Accounts 2024 Strategic Report Our strategy Our Powering Up strategy Our business model remains the platform that enabled us to become one of the UK’s leading providers of EV chargepoints. We continue to improve our operational delivery. We’ll be delivering on our key strategic priorities: This means we will focus our attention on where we see the greatest growth potential and the strongest ﬁnancial returns. The UK Home and UK Workplace markets represent around 70% of the market demand for chargepoints and are segments with longer vehicle dwell times. We are a trusted brand, with the largest network of long-dwell customers, which enables us to drive recurring revenue and a customer base of enduring lifetime value. These strengths are reinforced by the capabilities of our relationship with EDF. In building our recurring revenue stream, we will continue to move away from new business in historical segments, such as ﬂeet depot, destination/public charging and multi‑tenancy. This enables a virtuous circle driving a growing total of CLTV. The size of our network gives us economies of scale, driving more ﬂex value, which reinforces our brand proposition and marketing resources, which in turn allows us to acquire more customers, and extend our lead as the largest network. Our strategy is based on the synergies that exist across UK Home and UK Workplace in the product speciﬁcation and production economics, and across UK Home and International Home markets, where economies of scale in production exist by driving greater volume of units. • UK Home • UK Commercial • International Home • Energy Flex and Recurring Revenue • Cost Eﬃciency Governance Financials 22 Pod Point Annual Report and Accounts 2024 Strategic Report UK Home, UK Workplace and capital-lite International Home expansion Focus on core strengths and incremental volume. This means signiﬁcant activity in a number of areas to deliver: • Our focus will be on shifting our business model from selling chargers to oﬀering a charging service and maximising customer lifetime value. • Product innovation including the 2025 launch of Pod Drive our new consumer proposition based on a longer-term relationship with our customers underpinned by the value we can drive through Energy Flex • A Pod Drive subscription gives drivers a cheaper and more convenient way to charge their EV, reducing the up‑front costs of installing a charger from £1,249 to £99, while rewarding customers with cashback on up to 7,500 “smart charged” miles per year, covering household electricity costs of charging their vehicle • Product development across UK Home, UK Workplace and International Home that maximises cost advantage from a common product architecture • Improved sales and marketing capabilities • Expanding and deepening partnerships that improve our distribution • Building incremental volume through continued focus on capital-lite international expansion Our strategy continued Governance Financials 23 Pod Point Annual Report and Accounts 2024 Strategic Report We now have over 250,000 chargepoints and across our growing network the recurring revenue potential includes services such as: • Managing load by controlling the ﬂow of energy into EVs on a national and local level and selling these services into energy industry players, sharing some of the cost beneﬁt with our customers while optimising the UK’s energy supply costs • Helping energy suppliers optimise their wholesale costs by managing their demand during half‑hourly settlement periods • Helping customers choose the best electricity tariﬀ for their home and EV charging, and receiving beneﬁt when they move to new suppliers • Providing customers with rewards to encourage smart charging Energy Flex and Recurring Revenue With so many consumers moving to a reliance on electricity for their driving, as well as potentially for heating, we are seeing a signiﬁcant increase in the demand for electricity across the UK. Amongst other activities, we’re continuing to build our network of chargepoints and associated technology to carefully manage how energy ﬂows into the nation’s electric cars. This technology enables us to provide commercial balancing services into the national grid and/or for distribution network operators. We expect to do this in a way which doesn’t adversely aﬀect the EV driver and their charging experience. Our chargepoints are already smart, so we’ll be building software to enable them to work in harmony with the grid at both a local and national level. We will continue to work with existing partners including EDF to build the necessary systems that will interface with all parts of the Energy Flex market. We’ll also continue to invest in our software to support this huge growth opportunity, including the development of our consumer proposition app that shares ﬂex beneﬁts with the consumer. Aside from Energy Flex we have other ongoing streams of Recurring Revenue which we’ll continue to develop. Our strategy continued Continuing areas of focus include: • Continue building revenue per chargepoint potential across our legacy public charging network • Expand our UK Workplace Recurring Revenue streams with better sales and service to our customers At present, we charge network fees to our UK Workplace customers to keep their smart chargers connected to our consumer-facing information system (known as the Site Management Service), and back‑end management information systems. Our strategy is to carry on scaling the number of smart chargepoints connected to our systems, and introduce additional and incremental recurring revenue services. £ 607,000 Energy Flex revenue Governance Financials 24 Pod Point Annual Report and Accounts 2024 Strategic Report Cost eﬃciency and cost out programme Focusing on the UK Home and UK Workplace markets will allow the Group to streamline its operating model and reduce cost of goods, operating costs and product development costs. The Group launched its cost reduction programme before the end of 2023, with savings being fully achieved in 2025. To fund the transformation, we saved non-recurring total cash costs of £6 million in 2024. The core areas of cost savings and eﬃciency improvements are: • Anticipated 500bps improvement in gross margin by the end of 2025 • Overhead annualised cost saving of £6 million, to be fully achieved in 2025 Future growth initiatives will take advantage of partners’ existing infrastructure and capabilities and will require limited investment by Pod Point, with its new ROI-focused approach to investment decision making. Expansion into new international markets will require limited additions of overhead, e.g. a small European wholesale team, and will leverage existing new product speciﬁcations. Energy Flex and other recurring revenues will leverage existing capabilities within the Group. Our strategy continued Governance Financials 25 Pod Point Annual Report and Accounts 2024 Strategic Report Chief Financial Oﬃcer’s statement 2024 was a transitional year for Pod Point, which is reﬂected in a challenging set of ﬁnancial results. However, the foundations are now in place to drive improved performance. Michael Jay Acting Chief Financial Oﬃcer Governance Financials 26 Pod Point Annual Report and Accounts 2024 Strategic Report Income statement 2024 has been a year of transition, with the implementation of our new strategy and the foundations of our CLTV model established. Our ﬁnancial and trading performance was mixed, due to the challenging market backdrop of negative sentiment around EVs, cost of living pressures, muted consumer conﬁdence and lack of signs of economic progress under the new UK Government that had been hoped for. Furthermore, there are a number of items, particularly around our debtors book, which negatively impacted ﬁnancial performance in FY2024. Our revenue was £52.9 million, down 17% versus 2023, reﬂecting the mixed consumer backdrop as described earlier, and our exit from a number of customer segments as planned due to our strategic focus on UK Home and UK Workplace. While revenue declined, our reduction in gross proﬁt was more contained at £2.4 million, as our overall gross margin percentage improved by 150bps year‑on‑year to 31.7%, despite the reduction in Home and Commercial gross margin. This was due to improvements in our supply chain, operational eﬃciencies and new ways of working for our installation process, and a higher mix of business coming from higher margin revenue streams, for example the growth in our Energy Flex business unit. Over the year, we continued to invest in overhead areas to support and drive future growth, focused on sales and marketing, customer service and other support functions. However, we also completed the diﬃcult, but necessary, restructuring of our organisation, resulting in the delivery of annualised cost savings of £6 million. The Group identiﬁed debtor balances that it is no longer certain it will collect, related to years 31.7 % Gross proﬁt margin Chief Financial Oﬃcer’s statement continued Summary income statement Year ended 31st December 2024 £’m Year ended 31st December 2023 £’m Year‑on‑ year change Total revenue 52.9 63.8 (17%) Gross proﬁt 16.8 19.2 (13%) Gross margin 31.7% 30.2% 150bps Adjusted EBITDA (20.7) (15.3) (£5.4m) Loss before tax (84.5) (83.2) (£1.3m) Closing cash 5.2 48.7 (£43.5m) 2020 to 2024, as a result of market and credit collection performance factors including resourcing issues and a pull of focus onto ERP implementation. Consequently, the Group has taken an impairment loss on trade receivables and contract assets of £.4.4 million to cover these debtors (2023: £0.1 million). However, there has been strong progress across several parts of our business. Firstly, our gross margin percentage improved, as set out above. Secondly, we have taken all the necessary actions to reset our cost base by £6 million as previously targeted. Thirdly, our Energy Flex revenues were dramatically higher than anticipated as we started 2024, establishing a positive recurring revenue platform. The above factors resulted in an increase in our adjusted EBITDA loss to £20.7 million in 2024 (2023: £15.3 million loss). Adjusted EBITDA is deﬁned as earnings before interest, tax, depreciation, amortisation and impairment charges, and also excluding both amounts charged to the income statement in respect of the Group’s share‑based payments arrangements and adjusting for exceptional items. This measure has been separately identiﬁed by the Directors and adjusted to provide an underlying measure of ﬁnancial performance. The reconciliation is set out in note 4 to the ﬁnancial statements. Note 8 to the ﬁnancial statements provides a summary of the amounts arising in respect of exceptional items. Loss before tax, including depreciation and amortisation, impairment charges and exceptional and share‑based payment costs, was £84.5million in 2024 (2023: £83.2 million). 2024 year end cash and cash equivalents were £5.2 million compared to £48.7 million at the end of 2023. The reduction of £43.5 million reﬂected the EBITDA loss for the year of £20.7 million, exceptional costs of £8.2 million, further capital investment of £10.1 million (2023: £9.1 million), including £9.8 million in software and product development, including our next generation of UK product and products adjusted for the International markets, and £0.3 million in tangible ﬁxed assets. Working capital, including movements in accruals relating to cash-settled share awards, represented an outﬂow of £2.2 million (2023: inﬂow of £6.1 million), due to timing of collection of receivables, and timing of payments to suppliers. Financing outﬂows net of interest income were £2.3 million (2023: £0.2 million) Governance Financials 27 Pod Point Annual Report and Accounts 2024 Strategic Report Chief Financial Oﬃcer’s statement continued Unadjusted losses after tax increased to £84.7 million in 2024 (2023: £83.4 million). Depreciation, amortisation and impairment costs totalled £57.5 million in 2024 (2023: £64.0 million). Net ﬁnance income was £0.6 million (2023: £1.2 million). Business segment review UK Home business segment We saw revenue in our UK Home business unit decline to £22.3 million from £27.0 million in 2023; this represented a 17% year‑on‑year reduction. This was primarily due to lower private BEV registrations within overall higher PiV registrations, consumers moving towards channels where Pod has been historically weaker, for example ﬂeet lease and energy tariﬀ relationships, and overall increased competition. • New PiV registrations increased 20% to 549,148 in 2024 from 455,998 in 2023, primarily driven by the ﬂeet market rather than private customer demand rapid chargepoints, at 598 sites, consistent with 31st December 2023 • Despite the decline in revenue, gross margin increased in 2024 to £2.9 million compared to £2.5 million in 2023 • This increase was due to an improvement in percentage gross margin in 2024 to 38.4% compared to 29.5% in 2023. The higher rate in 2024 reﬂected an increased margin on electricity sold through DC chargers as compared to 2023 Energy Flex business segment • Revenue for Energy Flex of £0.6 million represented a 15 times increase on 2023, well ahead of our expectations at the start of 2024, and well ahead of our upgraded expectations set at our capital markets event in July 2024 • This revenue was generated from participation in local grid ﬂexibility schemes with the DNOs, entry into the capacity market and our maiden revenue from the wholesale market • Energy Flex remains a 100% gross margin segment Impairment charge A charge totalling £44.4 million relating to impairment of goodwill, brand and internally generated technology assets within the UK Home, UK Commercial and UK Distribution business segments has been recognised during the year. The charge has been recognised based on future forecasts appropriately adjusted to reﬂect the downside risk over the achievability of those forecasts, and the Directors’ consideration of the Group’s ﬁnancial constraints relevant to delivering those cash ﬂows. The impairment charge also reﬂects an increase in discount rate applied from prior year. • The number of Pod home chargepoints installed fell to 27,370 versus 33,513 in 2023 • Percentage gross margin in 2024 declined to 20.4% compared to 28.1% in 2023. This was driven by higher install costs (which have now been addressed following the reorganisation of our Operations function). Gross margin was also negatively impacted by higher deferrals of revenue in 2024 in respect of extended warranty coverage, which was previously charged to customers and is now provided to them at no charge • Gross proﬁt was £4.5 million in 2024, down 40% (2023: £7.6 million) with lower revenue and weaker gross margin as described above • We renewed several key customer contracts during the year including Mercedes and JLR, and now have over 65 operational ﬂeet accounts with businesses including Coca-Cola and DHL UK Commercial business segment • Revenue was £15.3 million compared to £23.0 million in 2023. The decrease of 34% reﬂected the decision to exit some strategically non‑core activities, including public charging ﬂeet depot and multi‑tenancy • Number of chargepoints installed was 4,350 compared to 5,231 in 2023 • Percentage gross margin decreased from 26.3% in 2023 to 24.3% in 2024 reﬂecting ﬁxed costs spread over a lower install volume and labour mix • Gross margin in 2024 was £3.7 million, compared to £6.0 million in 2023 • We won or renewed several key customer contracts during the year, including Cemex and Genuit UK Distribution business segment • We delivered revenue of £7.1 million compared to £5.4 million in 2023, an increase of 32% • The increased revenues helped to increase total gross margin in 2024 to £5.0 million, compared to £3.1 million in 2023 – an increase of 61% • Percentage gross margin increased from 57.8% in 2023 to 70.7% in 2024, reﬂecting reductions in supply chain costs and price increases • We won or renewed several key customer contracts during the year, including Barratt Homes, Bellway and Taylor Wimpey Owned Assets business segment • We delivered revenue of £7.7 million compared to £8.4 million in 2023, a decrease of 8%. This reduction was driven by anticipated reductions in media fee income, which is weighted towards the earlier years of the 7‑year contract operated by this segment • The total number of chargepoints installed at the year end was 1,337, including 142 DC Year ended 31st December 2024 £’m Year ended 31st December 2023 £’m Year‑on‑year change UK Home 22.3 27.0 (17%) UK Commercial 15.3 23.0 (34%) UK Distribution 7.1 5.4 32% Owned Assets 7.7 8.4 (8%) Energy Flex 1 0.6 0.0 1,458% Total 2 52.9 63.8 (17%) 1. Energy Flex revenue in 2023 was £39,000 2. Table adds to £53.0 million due to rounding Business segments revenue 1 Governance Financials 28 Pod Point Annual Report and Accounts 2024 Strategic Report Further details of the impairment assessment process and the amounts impaired are set out in note 11. Cost of sales Cost of sales principally comprises the cost of chargepoints and related parts installed, other installation costs such as trench digging, electrical cable running and parking bay markings and the cost of labour, which includes both in‑house staﬀ and third‑party contractors. Where a commercial installation is incomplete at a period end, we accrued revenue according to the percentage completion of the project based on the cost of sales incurred. Where we own and operate a chargepoint and charge customers to charge their vehicles, the costs of the related electricity and credit card/banking transaction fees are included in cost of sales. Cost of sales decreased by £8.4 million (19%) from £44.5 million in 2023 to £36.1 million in 2024. The decreased cost of sales was driven by lower sales activity. Gross proﬁt Total gross proﬁt decreased in 2024 to £16.8 million compared to £19.2 million in 2023, a reduction of 13%. We saw gross margin percentage increased by 150bps from 30.2% to 31.7%. The factors driving these movements are set out in the segmental summaries above. Administrative expenses Total administrative expenses, excluding impairment of ﬁxed assets and receivables, as disclosed on the income statement increased to £53.7 million (2023: £51.3 million), an increase of £2.3 million or 5%. FY2024 costs include an impairment charge for goodwill and other intangible assets of £44.4 million (2023: £53.2 million). The impairment charges arise in 2024 in our UK Home, UK Commercial and UK Distribution segments. The impairment charge reﬂects the factors set out in the discussion by segment on page 27. An impairment charge of £0.2 million in respect of vehicle right of use assets reﬂects our commitment to transition to a full BEV ﬂeet by end of FY2025. During the year, we experienced signiﬁcant increases in past due receivables, due to resourcing issues and a pull of focus onto ERP implementation. At year end, by following our existing methodology to identify the required expected credit loss provision, past due receivables for which recovery was uncertain were identiﬁed and impaired. The impairment charge in respect of receivables in total for FY2024 was £4.4 million (FY2023: £0.1 million). The year‑on‑year movement in total administrative expenses, excluding impairment of ﬁxed assets and receivables, of £2.5 million was driven by several factors including: i) A £2.1 million increase in depreciation and amortisation, from £10.9 million to £13.0 million, reﬂecting signiﬁcant investment in intangible ﬁxed assets in the current and prior year ii) An increase of £5.4 million in exceptional costs, from £2.8 million to £8.2 million, reﬂecting restructuring activities, provisions relating to a supplier in administration, and costs of systems implementation iii) A £0.3 million increase in marketing spend year‑on‑year, from £2.3 million to £2.6 million in FY2024 as the Group targeted growth in key segments iv) A £3.5 million reduction in share based payments charge from a charge of £2.3 million in FY2023 to a credit of £1.2 million in FY2024, reﬂecting changes to expected performance condition based vesting, national insurance liabilities, and lapses from leavers during the year v) A £1.8 million decrease across other overheads, reﬂecting management cost interventions Adjusted EBITDA The factors above resulted in an adjusted EBITDA loss of £20.7 million in 2024 compared to £15.3 million in 2023. Finance costs Net ﬁnance income decreased to £0.6 million in 2024 (2023: £1.2 million), as a result of reducing cash balances. Taxation The tax charge in 2024 of £0.2 million was consistent with 2023. The tax charge relates to the Group’s above the line income in respect of R&D tax credit claims. Loss after tax Loss after tax increased from £83.4 million in 2023 to £84.7 million in 2024. Earnings per share Basic and diluted loss per share remained consistent with 2023 at 54 pence. Dividend We aim to prioritise the reinvestment of our cash ﬂows into the considerable opportunities that exist for the growth of the business. With respect to dividends, the Directors see these as an important part of the capital allocation policy at the appropriate time in the future, and once commenced the Directors would anticipate operating a progressive dividend policy. Capital expenditure During the period under review, we increased investment in internally generated intangible assets (software and hardware development) to improve our product and service oﬀerings and invest in the platforms to drive future growth. We continued to capitalise expenditure on additions and improvements to our hardware £ 16.8 m Gross proﬁt £ (20.7) m Adjusted EBITDA £ 5.2 m Cash Chief Financial Oﬃcer’s statement continued Governance Financials 29 Pod Point Annual Report and Accounts 2024 Strategic Report and software as new functionality and services were developed. Total expenditure relating to internal staﬀ costs of £6.6 million was capitalised in 2024 compared to £8.7 million in 2023. Key areas of product development included Solo 3S and Energy Flex software platform. In addition, we capitalised license fees, third- party development, and other costs associated with product development of £3.2 million (2023: £2.8 million) and incurred £0.3 million cost associated with leasehold improvements and computer equipment (2023: £0.3 million of computer equipment). Total capital expenditure was therefore £10.1 million in 2024 (2023: £12.3 million). Cash ﬂow Closing cash and cash equivalents were £5.2 million (2023: £48.7 million). Cash outﬂow from operating activities increased to £31.2 million from £12.8 million in 2023. This was the result of higher operating losses before impairment, higher exceptional costs, and a working capital outﬂow primarily driven by a signiﬁcant increase in trade receivables. The resourcing of and ﬁnancial controls over the trade receivables process are a key focus for management going forward. Cash outﬂows from investing activities were £9.1 million (FY2023: £10.7 million), reﬂecting ﬁxed asset additions described above, oﬀset by bank interest receivable. Cash outﬂow from ﬁnancing activities increased to £3.3 million (2023: £1.8 million), the increase primarily due to £nil of project ﬁnance inﬂows in FY2024 (FY2023: £1.5 million). Balance sheet Working capital movements represented a net outﬂow of £3.3 million (2023: inﬂow of £6.1 million) across trade and other receivables, inventory, deferred income, trade and other payables and provisions. Focus on collections of trade receivables was an issue during the year as described above and a provision over uncollectable receivables has increased signiﬁcantly year on year as set out above. Internally generated ﬁxed assets grew as we continued to build the software platforms that will drive future growth, in particular the next generation of product Arch 5. During 2025 we identiﬁed weaknesses in historical account payable processing which led to a likely under recovery in VAT. The processing issues giving rise to this under recovery will be largely rectiﬁed in 2025 and the implement of our new ERP system has ﬁxed this issue on a go forward basis. Related party transactions During 2024, transactions with related parties included sale of goods of £0.4 million (2023: £0.2 million) and purchase of goods of £0.6 million (2023: £0.5 million). These transactions were undertaken with EDF Group companies. Additionally, EDF has provided a £30 million credit facility to the Group of which none was drawn at the year end and £15.0 million was drawn as at the date of this report. There were no other transactions with signiﬁcant shareholders. Going concern Given the Group’s need for funding exceeds amounts currently available to it, and due to potential restructuring of the Group on a potential change of control, the Directors have identiﬁed a material uncertainty over going concern. Full details of the assessment of the Group’s going concern position are set out in note 2. Subsequent events In January 2025, the Group drew down £15 million against the facility provided by EDF as set out in note 18. A further £15 million is undrawn at the date of this report. The ability of the Group to draw down on the balance of £15 million of this facility is subject to the agreement of EDF, which the directors believe will not be unreasonably withheld. Subsequent to the balance sheet date the terms of the facility were amended such that the amount of £15 million drawn down at the date of these ﬁnancial statements is repayable within three weeks of demand rather than three months of demand as per the original terms of the agreement. In April 2025, the Group received a non‑binding conditional cash proposal from its majority shareholder EDF to acquire the entire issued and to be issued share capital of the Company that it does not already own at a price of 6.5 pence per share. EDF have until 5.00pm on 12th June 2025 to either announce a ﬁrm intention to make an oﬀer or announce that it does not intend to make an oﬀer. Michael Jay Acting Chief Financial Oﬃcer 936 MWh of energy ﬂex delivered Chief Financial Oﬃcer’s statement continued Governance Financials 30 Pod Point Annual Report and Accounts 2024 Strategic Report Key performance indicators We measure our performance and progress against a series of ﬁnancial and operational KPIs: KPI Year-on-year change Average revenue per home chargepoint (£) 805 814 Year to 31.12.24 Year to 31.12.23 +1 % Total home chargepoints installed and able to communicate 199,442 226,812 Year to 31.12.24 Year to 31.12.23 +14 % Energy transferred across our network (GWh) 448 521 Year to 31.12.24 Year to 31.12.23 +16 % Total chargepoints communicating 226,032 257,709 Year to 31.12.24 Year to 31.12.23 +14 % Commercial chargepoints installed (memo) 5,231 4,350 Year to 31.12.24 Year to 31.12.23 ‑17 % KPI Year-on-year change Annual revenue growth (£’000) 63,756 52,914 Year to 31.12.24 Year to 31.12.23 ‑17 % Gross proﬁt (£’000) 19,240 16,800 Year to 31.12.24 Year to 31.12.23 ‑13 % Gross proﬁt margin (%) 30% 32% Year to 31.12.24 Year to 31.12.23 +5 % Adjusted EBITDA (loss)/proﬁt (£’000) -15,270 -20,656 Year to 31.12.24 Year to 31.12.23 ‑35 % Closing cash/short-term investments (£’000) 48,743 Year to 31.12.24 5,212 Year to 31.12.23 ‑89 % Trustpilot score (out of 5) 4.2/5 4.5/5 Year to 31.12.24 Year to 31.12.23 +7 % Home chargepoints installed 33,513 27,370 Year to 31.12.24 Year to 31.12.23 ‑18 % Financial KPIs • Annual revenue growth: as a growth business, top‑line revenue growth from year to year represents the most eﬀective measure of customer and business success • Gross proﬁt and gross proﬁt margin: calculated as total revenue less cost of sales and total revenue less cost of sales divided by total revenue, represented as a percentage, these measures reﬂect how well the business manages the costs of its core installation process and chargepoint supplies • Adjusted EBITDA (see page 155 for deﬁnition): a measure of the administrative costs required to manage and scale the business and an indication of how the cost base is managed. While not an accounting measure, under IFRS, it does allow comparisons with diﬀerent companies and sectors Operational KPIs • Home chargepoints installed/shipped: the number of chargepoints installed and shipped in a given period • Average revenue per home unit: revenues generated by home customers in the period divided by the number of home chargepoints installed and able to communicate during that period • Chargepoints installed and able to communicate at a period end (home and commercial): the total number of chargepoints we’ve installed or shipped since the start of our operations which are able to communicate via Wi‑Fi or mobile connectivity with our management information system (the Smart Reporting system) • TrustPilot score: the satisfaction of our customers as measured by reviews and scores collated an independent third party • Electric driving powered by Pod Point’s owned and operated chargepoints (million kilometres): calculated based on internal Company data on the energy supplied by communicating Pod Point chargepoints, multiplied by the weighted average of the top BEVs sold in the last three years and their eﬃciency Governance Financials 31 Pod Point Annual Report and Accounts 2024 Strategic Report Environmental, Social & Governance Sustainability remains at the heart of Pod Point’s Powering Up strategy and our mission, to make living with an EV easy and aﬀordable for everyone, continues to engage our customers and employees. Dr Margaret Amos ESG Committee Chair At Pod Point, sustainability remains core to our business strategy and operations and in 2024 we saw further progress across our ESG goals, taking us another step closer to driving not costing the earth. Our products are designed to combat climate change, and our positive environmental impact is achieved through adoption and deployment of our technology at scale. We continue to focus on enabling the decarbonisation of the UK’s transport and grid, while integrating sustainability into our day‑to‑ day decision making and activities. It is our ambition to have sustainability embedded throughout the organisation, from product design and engagement with our supply chain, through to usage and end-of-life of our products. In this section of our report, we cover our progress across ESG considerations that impact our business, as well as our plans for 2025 and beyond. Governance Financials 32 Pod Point Annual Report and Accounts 2024 Strategic Report Environmental, Social & Governance continued Our sustainability strategy Pod Point is built on the belief that driving shouldn’t cost the earth – and this purpose drives our business and engages our customers and employees. We focus on continually improving the way we operate and having the appropriate tools, policies, and processes in place to ensure that our business is sustainable. This covers all our material impacts across the ESG spectrum. Our goals vary across each ESG pillar and can be summarised in the following terms: Environment (E) We focus on accelerating the adoption of EVs, while reducing our impact on the planet. We measure our impact (both positive and negative) in terms of carbon and energy, and through other environmental indicators. Social (S) We’re nothing without the skills and commitment of our people, and we reward them with excellent support and opportunities. Their health and safety is of paramount importance. Governance (G) We continue to maintain and enhance our governance and reporting capability via the compliance monitoring framework. Governance Financials 33 Pod Point Annual Report and Accounts 2024 Strategic Report Environmental, Social & Governance continued recognised as a high priority, reﬂecting the increased focus of our business on ﬂex services and accordingly has been added to our material impacts list. We reassessed each issue aligning with the Powering Up strategy, using scale, scope and irremediability to rank our material impacts. We also considered ﬁnancial materiality, complementing our TCFD reporting. Materiality assessment We recognise the importance of reviewing and refreshing our materiality assessment. The world is confronted by a range of environmental, social, and economic challenges that require business action. Pod Point has undertaken a materiality assessment, which has identiﬁed the issues that are most signiﬁcant to both our business and our stakeholders and has used this to prioritise our actions. Our highest- ranking impacts have been identiﬁed as: Energy management Product quality and safety Data security Health and safety Having engaged extensively with our stakeholders in 2023, further reviews of our materiality assessment will take place at appropriate intervals to ensure that those matters which are important to our stakeholders are reﬂected in the activities on which we focus. During the engagement in 2023 we reached out to our employees, Board members, shareholders, and suppliers. In total, we engaged with over 55 stakeholders. It was clear that the health and safety of our employees and quality and safety of our products were of utmost importance to all our stakeholders and these areas retained their status as high priority. Data security was also Linking to the Sustainable Development Goals Linked to impact: 8 Linked to impact: 9 10 Linked to impact: 9 10 Linked to impact: 4 6 Linked to impact: 2 Linked to impact: 3 5 Linked to impact: 4 5 6 Linked to impact: 1 2 Our material impacts Environment 1 GHG emissions 2 Energy management 3 Waste and hazardous materials management Product 4 Product design and life cycle management 5 Materials sourcing and eﬃciency 6 Product quality and safety 7 Data security Human capital 8 Health and safety 9 Engagement, diversity and inclusion Governance 10 Business ethics Signiﬁcance of economic, social and environmental impacts Importance to stakeholders (internal and external) LOW HIGH LOW HIGH Reporting on request Some reporting with KPIs where possible Detailed reporting and KPIs 3 5 4 9 10 1 7 8 6 2 Governance Financials 34 Pod Point Annual Report and Accounts 2024 Strategic Report Environmental, Social & Governance continued Our approach to the environment Environment Enabling the journey to net zero Global annual temperature rises exceeded 1.5°C for the ﬁrst time across 2023. 2024 has surpassed 2023 as the warmest year on record. Additionally, according to the World Meteorological Organization, there is an 80% likelihood that the annual average global temperature will temporarily exceed 1.5°C above pre‑industrial levels for at least one of the next ﬁve years. COP29 maintained the process of international climate diplomacy, negotiating key agreements on ﬁnance and carbon markets. Unfortunately, wider progress on climate change mitigation was limited. Urgent and substantial steps are still required to contribute towards meeting the Paris Agreement temperature goal – notably to transition away from fossil fuels. In the UK, while the delay of the new ICE car ban to 2035 was unwelcome, the ZEV Mandate will require 80% of new cars and 70% of new vans sold in the UK to be zero emission by 2030. Pod Point will be a key player enabling the charging of those vehicles. Our greatest sustainability impact, and core to our purpose at Pod Point, is supporting the decarbonisation of transport and the UK grid. Our technology already avoids signiﬁcant emissions from transport by enabling the move to electric vehicles (circa 565,000 tonnes of CO 2 e in 2024 from our 250,000 plus chargepoints). Our progress on Energy Flex during 2024, further contributes towards decarbonisation of the UK grid, whilst providing customers with greater value whilst charging. Further details on Energy Flex can be found on pages 6 and 23. Pod Point is in a unique position to encourage our customers to make informed choices that are better for the planet, whether that’s switching to a renewable energy tariﬀ or charging when the grid is greener. We do this by showing that living with an EV is easy and in fact our customers ﬁnd it a superior experience to their fossil fuel alternatives. The 2024 Electric Vehicle Association England survey found that the number of EV drivers who have no intention of returning to a petrol or diesel car remains at 91%. More than half of new EV drivers are now switching for cost reasons but with the public charging network currently 195% higher in cost, a home charger remains the most aﬀordable option for customers. Finally, we can’t ensure driving doesn’t cost the earth without a commitment from us to reduce our own emissions. We aim to source, manufacture and install our chargers as sustainability as possible, while selling as many as we can. Enable decarbonisation of transport and grid Inform: Inform customers of the beneﬁts of EVs and ﬂex Inﬂuence: Scale our charger network and grid load management capability Impact: Support eﬀorts to decarbonise the grid on the journey to 2050 Encourage customers towards net zero Inform: Inform customers on how they can reduce their impact Inﬂuence: Provide data and tools to help customers reduce their impact Impact: Help our customers on their way to net zero Eliminate our own emissions Inform: Understand and communicate our own environmental impact Inﬂuence: Established climate and sustainability programme Impact: Sustainability as business as usual These factors form the three key pillars of our environmental strategy. We are aware that change doesn’t happen overnight, so our three streams (Inform, Inﬂuence and Impact) highlight the journey we are on and together form our nine‑point strategy. Governance Financials 35 Pod Point Annual Report and Accounts 2024 Strategic Report How do we deﬁne our impact? For Pod Point, the green transition creates a massive business opportunity. Our largest environmental contribution is the role we play in enabling the decarbonisation of transport – the largest source of emissions in the UK. Adoption of EVs is the single most important technology to decarbonise the transport sector – and charging infrastructure is key to adoption. National Grid estimates that up to 36 million EVs will be on the UK roads by 2040. Such numbers mean EVs will play a major part in the UK’s electricity system. Energy Flex markets are already well established and the demand for EV charging ﬂex will grow with the increased use of renewables on the UK grid. The Future Energy Scenarios 2023 report estimates that Demand Side Response alone will reach over 13 GW by 2050¹. Environmental, Social & Governance continued Environment continued Enable the decarbonisation of transport and grid Transport highlights • The launch of our new charger, the Solo 3S, which has enhanced features, including the ability for our customers to charge their EV directly from their solar panels • In partnership with EDF, we launched an industry‑ﬁrst EV home charger and tariﬀ bundle, 'Plug & Power ', reducing the upfront costs of going electric helping more drivers make the switch to EV • We successfully launched our Solo 3S product in Spain and installed our ﬁrst operating units in France – the ﬁrst step in creating our International business • In 2024, we added 31,677 chargers to our network and delivered 520 GWh of charging via our UK network • Our customers avoided releasing circa 565,000 tonnes of CO 2 e into the atmosphere. By avoiding burning fossil fuels, we not only reduce emissions from transport, but are also reducing air pollution – which according to the Oﬃce for Health Improvement and Disparities is the largest environmental risk to public health in the UK • Ultimately, there is no way to decarbonise the burning of fossil fuels for ICE vehicles. On the other hand, using electricity to charge EVs becomes ‘greener’ every year as the UK’s grid continues to add renewable sources of clean energy. 2024 saw the end of electricity production from the UK’s last coal ﬁred power station, solidifying the National Grid’s journey to fully renewable source by it’s target date of 2035 Our impact in 2024 • 31,677 chargers installed and shipped • 520 GWh charging delivered by our chargepoints • Enabled 2.8 billion kilometres of low carbon travel • Circa 565,000 tonnes of CO 2 e saved • 936 MWh of ﬂex energy delivered Looking ahead As one of the UK’s leading providers of EV charging, we will continue to expand our operations and grow our product oﬀering. Next year will see us further expand our UK Energy Flex services, where EVs will play a growing role, by entering into the wholesale market. 1 https://www.nationalgrideso.com/document/283101/ download Grid highlights • We have made progress in Energy Flex, entering into the capacity market, in addition to the DSO local ﬂex markets we entered in 2023. In 2024, we delivered a total of 936 MWh of ﬂex energy to our customers compared to 111 MWh in 2023 • In partnership with EDF, existing Pod Point customers were oﬀered the opportunity to sign up to Pod Point EV Exclusive tariﬀ providing competitive oﬀ‑peak rates, encouraging charging at night • The solar compatibility of our Solo 3S reduces the burden on the grid when our customers charge directly from their solar panels Governance Financials 36 Pod Point Annual Report and Accounts 2024 Strategic Report Encourage customers towards net zero How do we deﬁne our impact? We focus on showing that living with an EV is easy and can reduce the cost of driving while also cutting carbon. By making EV charging simple and reliable via our end-to-end service, we increase EV adoption and, in turn, reduce the UK’s transport emissions. Helping our customers reach net zero Our Grid CO 2 Insights, available to our UK Home customers through our app, provides 48‑hour forecasts for their local grid’s carbon intensity. For customers who have the ﬂexibility to charge at any time, they are able to use the Grid CO 2 Insights to make more informed decisions on the greenest time to charge. During 2024, we launched our new app to existing Pod Point customers on an EDF tariﬀ, oﬀering enhanced smart charging capability without the need for manual scheduling. It will enable us to oﬀer improved ﬂex services to our customers, giving them potential savings from charging when the grid is quieter, whilst always ensuring that their EV is charged when they need it to be. Our impact in 2024 • Awarded ‘Best Value Home Charger 2024’ by What Car?, following endorsement of our charger installation service in 2023 as a Which? Trusted Trader Approved Service • Great customer reviews: 4.6/5 rating from over 40,000 customers on Reviews.io and 4.5/5 on Trustpilot from over 20,000 customers • Innovative ﬁve‑year warranty • Our 'Plug & Power' proposition with EDF provides a means of spreading the cost of a charger, encouraging more drivers to make the move to EV Looking ahead We will continue to enable more customers to charge their EVs at home and work, focusing on building consumer trust with our award-winning product and services, and maintaining our high customer satisfaction rating. Our new app will be rolled out to all our home charge customers during 2025, enabling greater ﬂexibility in charging. Environmental, Social & Governance continued Environment continued Governance Financials 37 Pod Point Annual Report and Accounts 2024 Strategic Report Eliminate our own emissions In 2024 we introduced an Environmental Management System ("EMS") to Pod Point to provide us with more tools to manage our environmental impact and achieved ISO 14001 certiﬁcation. The ISO 14001 standard provides a framework for us to monitor and maintain our environmental compliance, eﬀectively manage our environmental risks and performance, and continually improve the way we operate as an environmentally responsible company. Pod Point remains committed to reducing GHG emissions and reaching net zero. To strengthen our commitment publicly, we have signed up to the SME Climate Commitment. Recognising that climate change poses a threat to the economy, nature and society at large, our Company commits to take action immediately in order to: • Halve our GHG emissions before 2030 • Achieve net zero emissions before 2050 • Disclose our progress on a yearly basis In doing so, we are proud to be recognised by the UN Climate Change High Level Champion’s Race to Zero campaign, and join governments, businesses, cities, regions, and universities around the world that share the same mission. Our performance Environmental, Social & Governance continued Environment continued 2% Scope 1 and 2 98% Scope 3 57% Use of sold Products 36% Purchased goods and services 2% Fuel and energy related activities 2% End of life of sold products 1% Business travel <1% Upstream transportation and distribution <1% Employee commuting and homeworking <1% Waste generated in operations Own operations Scope 1 Scope 2 GHG emissions from our own use of fossil fuels GHG emissions from our own use of purchased electricity Our value chain, including supply chain and products Scope 3 GHG emissions from our value chain. These emissions are not under our direct control but we inﬂuence our suppliers, downstream distributors and customers How do we deﬁne our impact? When it comes to our environmental performance, we focus on GHG emissions, energy management, waste, and material sourcing, in line with our Materiality Assessment on page 33. We also work closely with our supply chain to ensure sustainable sourcing and operating practices. Governance Financials 38 Pod Point Annual Report and Accounts 2024 Strategic Report Our GHG emissions The table on page 38 summarises the GHG emissions for the last two years. The ﬁgures include our Scope 1, 2 and 3 emissions over which we have ﬁnancial control. We follow the GHG protocol for our emissions calculations. While we use activity data (e.g., fuel used, kWh energy consumed) for our Scope 1 and 2 calculations, most of our Scope 3 GHG emissions are estimated using ﬁnancial data. • Scope 1 and 2 Our total GHG emissions for the year 2024 are 15,407 tCO 2 e, 3.2% higher than 2023. The increase is due to the increase in Scope 3 categories for which we are reporting in 2024. Within our own operations, emissions decreased by 31%. This is due to a combination of moving away from natural gas as a heating source in our oﬃce and an increase in electric miles from our ﬂeet, which has fewer emissions than fossil fuels. Our emission intensity increased to 486 kgCO 2 e per unit installed or shipped. However, our network utilisation went up, meaning per kWh transferred, we saw an emission decrease by 20%. Within Scope 3, Use of Sold Products has now become the largest part of our Scope 3 emissions. We have seen a decrease in our Purchased Goods and Services emissions owing to a reduced spend in 2024 and a greater proportion of activity data replacing the less accurate spend data calculations. A key focus for us is to improve our data availability for Scope 3 categories to move away from solely relying on ﬁnancial data. This year, we made progress and the following additional Scope 3 categories are using activity data for 2024: • Use of sold products: Utilising the data from our Life Cycle Assessments ("LCAs"), we have used a CO 2 e factor to calculate the whole-life impact of all the units that were shipped and installed in 2024 • End of life of sold products: Using a similar methodology to the use of sold products, we were able to use data from our LCAs to apply a CO 2 e factor to our units shipped and installed in 2024 to calculate their disposal impacts • Purchased goods and services: Our main manufacturing partner, our new credit card provider, and several of our logistics partners have been able to provide us with apportioned GHG emissions from activity this year, rather than us relying solely on ﬁnancial data. This is in addition to the Scope 3 categories which already utilised activity data: Environmental, Social & Governance continued Environment continued Streamlined energy and carbon reporting 2024 2023 Products Total units installed and shipped 31,720 50,726 kWh energy transferred via our network (GWh) 520 448 Total electric driving enabled (m km) 2,864 2,484 CO 2 avoided via our connected network (1,000 t) 565 399 CO 2 emissions Direct emissions of tCO 2 e (Scope 1) 269 414 Indirect emissions of tCO 2 e (Scope 2) – market based 56 61 Indirect emissions of tCO 2 e (Scope 2) – location based 57 45 Indirect emissions of tCO 2 e from supply chain (Scope 3) 15,080 14,454 Total GHG emissions (tCO 2 e) 15,405 14,929 Total emissions gCO 2 e per kWh transferred energy 30 33 Total emissions kgCO 2 e per unit installed and shipped 486 294 Energy consumption (MWh) Fuels for transportation Petrol 847 1,155 Diesel 1,730 566 Other/unknown 0 0 Indirect energy Electricity (oﬃce) 42 28 (16% renewable) (100% renewable) Electricity (ﬂeet) 208 138 Heating 28 59 (16% renewable) (100% renewable) Total (MWh) 2,855 1,946 Governance Financials 39 Pod Point Annual Report and Accounts 2024 Strategic Report Environmental, Social & Governance continued Environment continued Our Scope 3 GHG emissions (tonnes CO 2 e) Category Description 2024 2023 1 Purchased goods and services 5,465 11,710 3 Fuel and energy related activities 352 1,900 4 Upstream transportation and distribution 139 634 5 Waste generated in operations 12 21 6 Business travel 163 133 7 Employee commuting and homeworking 13 56 11 Use of sold products 8,621 – 12 End of life of sold products 315 – Our supply chain (Scope 3) CO 2 e emissions in 2024 • Employee commuting and homeworking: a commuting and homeworking survey was issued to staﬀ at the end of 2024 to measure the average homeworking pattern as well as commute methods for those staﬀ who have travelled to the oﬃce • Upstream transportation and distribution: our logistics partners provided activity data speciﬁc to Pod Point operations • Waste generated in operations: our waste contractors supplied us with waste types, weights, and disposal routes for waste collected from our operations • Business travel: business travel by own vehicle was captured through expense claims and mileage data used • Purchased goods and services: emissions for goods and services purchased by Pod Point (and not included within other categories). We use the Spend‑Based Method and apply the relevant emissions factors to the economic values • Fuel and energy related activities: two sources ﬁt into this category – generation of purchased electricity that is sold to end users via the Tesco network; and the upstream emissions, and transmission and distribution losses for all purchased fuel and electricity used in Pod Point operations. We also worked on ensuring consistency in supplier labelling and emissions factors we use, which resulted in a decrease to our Scope 3. We have and will continue to focus on improving the data availability and accuracy of our GHG emissions reports. Governance Financials 40 Pod Point Annual Report and Accounts 2024 Strategic Report g CO 2 e / kWh Oct-24 Nov-24 Dec-24 Jan-24 Feb-24 Mar-24 Apr-24 May-24 Jun-24 Jul-24 Aug-24 Sep-24 80 90 100 110 120 130 140 150 160 170 Given Scope 3 makes up 98% of our overall emissions, it’s important for us to work with our suppliers to reach our climate ambitions. Our Sustainability and Supply Chain teams work closely together to ﬁnd and reach sustainability improvements throughout our value chain. 2024 saw the development and commencement of our Supply Chain Sustainability Programme, which is designed to ensure a positive inﬂuence on sustainable, ethical, and responsible business practices, and that we work with suppliers who act with integrity and respect for both human rights and the environment. Further details on this programme can be found on page 64. Energy Oﬃce and employees Moving to a new, modern oﬃce in 2024 provided us with an opportunity to move away from natural gas central heating. We instead have a fully electric heating and cooling system with localised controls for improved eﬃciency. This has reduced our heating GHG emissions by 52% progressing to a 100% reduction in 2025. We encourage our employees to drive an EV and our Go Green EV Scheme enables Pod Pointers to obtain an EV by making salary sacriﬁce payments. Only EVs are available via the scheme, but it also includes insurance, routine servicing and maintenance, MOT costs, car tax and breakdown cover. Additionally, we provide a free Pod Point to those who have completed their probation and drive an EV. Our Cycle2Work Scheme encourages Pod Pointers to go even further in green transport and buy a brand‑new bike at a discounted price, spreading the cost through salary sacriﬁce. Installations and our ﬂeet Our fuel usage has broadly remained the same between 2023 and 2024 despite an increase in customer appointments. Our Operations team has sought to reduce the average mileage driven per appointment and encourage more of those miles to be electric, implementing a route optimisation programme. All our installers were eligible for a free Pod Point charger at home, enabling them to charge their vehicle overnight. Towards the end of the 2024 we made changes to our installation and maintenance operations to drive operational eﬃciency, by outsourcing our domestic installation and maintenance functions to a trusted partner. As part of that arrangement a number of our ﬂeet vehicles were novated to our partner, reducing the size of our ﬂeet. In 2023 we set a target to move our in‑house ﬂeet to 100% BEVs by end of 2025 and we remain committed to this target, albeit with a reduced ﬂeet. A large proportion of our installations have always been performed by third‑party partners and we have continued to work with our two largest third‑party installers to improve data availability around their fuel usage. Following the changes to our installation and maintenance operations, we will continue to work with our partners and encourage them to reduce their GHG emissions through training and engagement. Our Supplier Code of Conduct, compliance with which forms part of their contractual obligations, sets expectations in respect of environmental standards. 93 % of our ﬂeet is BEV or REX Environmental, Social & Governance continued Environment continued Charging carbon intensity Energy supplied via our network Pod Point isn’t responsible for sourcing energy for our network, but we still measure the energy supplied via our network and its carbon intensity. The total energy supplied through the Pod Point network in 2024 is 520 GWh. We use the data available via National Grid ESO to measure half‑hourly carbon CO 2 e emitted. We found that in 2024, the average carbon intensity of charging on our network was 122 gCO 2 e/kWh (2023: 152 gCO 2 e/kWh). We continue to improve our reporting capability and work with our partners to reduce their GHG emissions. Governance Financials 41 Pod Point Annual Report and Accounts 2024 Strategic Report 3.7 % of our packaging contained plastic Waste and materials Waste from operations The largest source of waste for Pod Point is collected during and after our installations, most of which (97%) gets recycled or incinerated for energy. Packaging Most of the waste we produce comes from packaging. We are a member of the Beyondly Compliance Packaging Scheme for reporting our obligations under the Producer Responsibility Obligations (Packaging Waste) regulations. We avoid using single-use plastic in our product packaging; only 3.7% of all packaging we use contains plastic . Over 75% of all the packaging we use is either paper or cardboard. Our paper packaging comes from FSC certiﬁed sources and has 80% recycled content. We continue to work on reducing the quantity of packaging used and to improve its recycled content and recyclability. Materials When it comes to our chargers, we focus on durability. Our chargers come with an innovative ﬁve‑year warranty. We’re currently unable to fully recycle our chargepoints when decommissioned. Where possible, old chargepoints are collected and assessed to see if parts can be reused. Any parts that can’t be reused are responsibly disposed of in line with UK’s WEEE Regulations. Our impact in 2024 • Continued improving data quality and availability for Scope 1, 2 and 3 GHG emissions • Expanded Scope 3 reporting to incorporate the data from the LCAs on Category 11 use of sold products and Category 12 end of life of sold products as GHG emissions • Following rigorous testing, our team adapted the chargepoint cover for EU sale. The new white version can withstand the higher temperatures of Spain and France without compromising the eﬃciency of the unit • Continued to avoid single-use plastic packaging and source any paper packaging from FSC certiﬁed suppliers • We have streamlined our waste collection services to ensure better reporting on our WEEE, along with all other waste streams Looking ahead • Halve our Scope 1 and 2 emissions by the end of 2026 • Move our remaining in‑house UK ﬂeet to 100% BEVs by the end of 2025 • Continue to collaborate with our installation partners to minimise the ﬂeet‑based emissions associated with Pod Point's Scope 3 • Complete cradle-to-grave LCAs for our core products by the end of 2025 • Continue the implementation of Pod Point’s Supply Chain Sustainability Programme Environmental, Social & Governance continued Environment continued Waste 2024 (tonnes) 2023 (tonnes) Weight of waste from own operations 428 348 Weight of waste diverted from landﬁll 416 336 Hazardous waste 1.5 0.5 % of waste diverted from landﬁll 97% 97% Governance Financials 42 Pod Point Annual Report and Accounts 2024 Strategic Report Task Force on Climate-related Financial Disclosures TCFD disclosure TCFD provides an internationally recognised framework to provide clear, comprehensive and high‑quality information on the impacts of climate change. Over several years, we have progressed our alignment with the TCFD recommendations to embed the management of climate-related risk and opportunities into our processes, and to ensure that our business strategy adapts to these risks and opportunities. Environmental, Social & Governance continued Governance Financials 43 Pod Point Annual Report and Accounts 2024 Strategic Report TCFD compliance statement Environmental, Social & Governance continued TCFD disclosure continued Alignment with TCFD disclosures Recommendation Disclosures Page reference Governance Disclose the organisation’s governance around climate-related risks and opportunities Describe the Board’s oversight of climate‑related risks and opportunities 44 to 45 Describe management’s role in assessing and managing climate‑related risks and opportunities 44 to 45 Strategy Disclose the actual and potential impacts of climate-related risks and opportunities on the organisation’s businesses, strategy and ﬁnancial planning where such information is material Describe the climate-related risks and opportunities the organisation has identiﬁed over the short, medium, and long term 48 to 50 Describe the impact of climate-related risks and opportunities on the organisation’s businesses, strategy and ﬁnancial planning 48 to 50 Describe the resilience of the organisation’s strategy, taking into consideration diﬀerent climate‑related scenarios, including a 2°C or lower scenario 46 to 50 Risk management Disclose how the organisation identiﬁes, assesses and manages climate-related risks Describe the organisation’s processes for identifying and assessing climate-related risks 51 to 52 Describe the organisation’s processes for managing climate‑related risks 51 to 52 Describe how processes for identifying, assessing, and managing climate‑related risks are integrated into the organisation’s overall risk management 51 to 52 Metrics and targets Disclose the metrics and targets used to assess and manage relevant climate-related risks and opportunities where such information is material Disclose the metrics used by the organisation to assess climate‑related risks and opportunities in line with its strategy and risk management processes 53 to 54 Describe Scope 1, Scope 2 and if appropriate, Scope 3 GHG emissions, and the related risks 37 to 40 Describe the targets used by the organisation to manage climate‑related risks and opportunities, and performance against targets 53 to 54 114 to 117 This statement represents our climate‑related ﬁnancial disclosure, in line with UK Listing Rule 6.6.6R. Having undertaken an assessment of our disclosures, taking into account Section C of the TCFD Annex entitled ‘Guidance for All Sectors’ and Section E of the TCFD Annex entitled ‘Supplemental Guidance for Non‑Financial Groups’ our report is consistent with the four TCFD recommendations and the 11 recommended disclosures set out in Section C of the TCFD Annex, as summarised in the following table. This statement covers the ﬁnancial year 1st January 2024 to 31st December 2024. Our climate disclosures can be found on pages 37 to 40. Governance Financials 44 Pod Point Annual Report and Accounts 2024 Strategic Report Board oversight of climate-related risks and opportunities is provided by the ESG Committee, which is supported by an Executive ESG Working Group. Together, these teams ensure clear allocation of responsibilities so that all working groups, committees and ultimately the Board understand their role and responsibilities in respect of the assessment and management of climate-related issues, and make sure that it is embedded within our strategy. All Board members receive regular updates on climate- related issues as part of ESG updates contained in the papers for every Board meeting, including updates on existing and emerging regulatory requirements related to climate change. This helps to develop the Board’s understanding of climate-related issues and ensure that its awareness of its legislative and governance obligations is up to date. Any speciﬁc impacts on Pod Point and its markets are discussed by the ESG Committee, to determine the appropriate course of action. Additionally, as detailed on page 64, relevant training has been provided to our people covering climate-related issues, and during 2024 the Chair of the ESG Committee commenced studying a post graduate certiﬁcate in Sustainable Business with the University of Cambridge’s Institute for Sustainability Leadership. The Audit & Risk Committee is responsible for assessing and accounting for ESG and climate‑related risks as part of the Company’s risk management process and its ﬁnancial statements and non‑ﬁnancial disclosures. More information can be found on this in the Risk Management section on pages 73 to 75. The Chair of the Audit & Risk Committee is also the Chair of the ESG Committee enabling important synergies between the development of our climate strategy and assessment of climate‑ related opportunities, and our assessment of climate‑related risks. The Audit & Risk Committee meets at least four times per year. The Remuneration Committee is responsible for determining the Remuneration Policy, including how climate-related risks and opportunities and other ESG targets are taken into account in determining rewards and incentives. Further details on our climate-related performance measures can be found on page 114 to 117 of the Directors’ Remuneration Report. Environmental, Social & Governance continued TCFD disclosure continued Governance Governance Financials 45 Pod Point Annual Report and Accounts 2024 Strategic Report Our General Counsel and Company Secretary leads the ESG Working Group. The CEO, CFO and CPO are involved as members of the Working Group, in addition to the Sustainability Manager. This ensures there is an awareness of climate-related issues within senior management and that they are considered in the context of the Company’s strategy, budgets, business plans and decisions. The ESG Working Group reports to the ESG Committee quarterly on all matters relating to climate and ESG, enabling that committee to oversee and challenge the Group’s progress against the sustainability strategy and monitor our climate‑related metrics through a quarterly KPI report. The ESG Committee in turn reports to the Board at least four times per year. The Board includes a number of Directors with experience of sustainability and climate‑ related issues, gained through their other roles and directorships. Climate-related risks and opportunities are considered as part of the Leadership Team’s risk assessment, which feeds into both the Audit & Risk Committee, as part of its oversight of risk management, and the ESG Committee. The Chairs of the Audit & Risk and Remuneration Committees, as well as the CEO, sit on the ESG Committee, enabling the Board to give suﬃcient consideration of climate-related issues when reviewing and guiding strategy, budgets, remuneration incentives and other decisions. Additionally, all major product development and business projects are subject to a milestone process, which involves the CEO and CFO. Sustainability considerations are a key part of this process, ensuring that climate-related risks and opportunities are considered and acted upon at an appropriate stage. Further details of our governance structures relating to ESG and climate-related issues can be found on pages 51 to 52 and 62 to 64. Performance against our metrics and targets linked to our climate-related risks and opportunities and our materiality assessment, as set out on page 33, will be monitored by the ESG Committee at its quarterly meetings and reported to the Board. Environmental, Social & Governance continued TCFD disclosure continued Climate-related risk and opportunities Awareness of climate-related issues Climate and ESG‑related matters and progress against strategy Climate and ESG Remuneration Policy Board Audit & Risk Committee ESG Committee Remuneration Committee Leadership Team ESG Working Group Governance of climate-related matters Governance Financials 46 Pod Point Annual Report and Accounts 2024 Strategic Report Strategy Our approach Pod Point’s purpose is to ensure that driving shouldn’t cost the earth. Our mission is to make living with an EV easy and aﬀordable for everyone. In addition, our strategy is to focus on scaling the business in the UK Home, UK Workplace and International. With this scale of chargepoints, we are developing recurring revenue streams in Energy Flex markets, enabling players in the energy industry to reduce costs. This will be part of our vision, to power up 1 million customers in a proﬁtable network. In line with our purpose, mission, vision and historical reporting, and based on our climate risk assessment work, our environmental strategy is currently to focus on: • Enabling decarbonisation of transport and grid by developing technologies to allow us to use our chargepoints to provide load management to the national grid and other energy market participants • Encouraging our customers towards net zero by developing technologies to help them reduce the carbon impact of charging and driving their vehicles • Eliminating the GHG emissions of the Group Environmental, Social & Governance continued TCFD disclosure continued Of course, we are very aware that we have a responsibility to address other environmental considerations such as plastics, packaging, waste and others. However, we consider that a focus on reducing GHG emissions is strongly linked to our risk assessment, and directly aligned to our vision. Our environmental strategy is therefore primarily focused on reducing GHG emissions at this stage. Governance Financials 47 Pod Point Annual Report and Accounts 2024 Strategic Report Speciﬁcally, we intend to continue to: Deﬁne • The amount of GHGs which are emitted in the production of our products • The amount of carbon which is emitted in the installation and other services associated with our products • The average carbon intensity of each kWh of energy provided by our charging network Develop • The internal tools required to allow our teams to consider the GHG impact of each decision made within our business against the metrics deﬁned above • Tools to allow our customers to easily optimise their charging to reduce their carbon intensity • Technologies to allow our network to be used for load management to in turn allow a greater percentage of renewable assets in the UK generation base Embed • Consideration of GHG intensity into every decision point across our business Measure • Quantitative carbon reduction targets each year to ensure we make progress against reducing the overall GHG intensity of our business Our purpose, vision, mission and business strategy are fully connected to our climate‑ related strategy. This is made explicit through the KPIs that measure progress in our business strategy as set out in the Strategic Report, such as millions of electric miles travelled and tonnes of CO 2 avoided. As described below on pages 53 and 54, we have further developed our framework of relevant metrics. These include GHG emissions in Scope 1, 2 and 3, transition towards 100% BEV vehicles in-house, continuing reductions in fossil fuel usage, reduction in volume and nature of waste, increasing the proportion of procurement spend through sustainable suppliers, and linking Executive remuneration to climate considerations. Our regular risk management cycles, and quarterly and annual business planning cycles, support us in understanding our climate-related risks and opportunities. Where suﬃciently appropriate and material, these translate into mitigation strategies or business development initiatives that form part of our budgeted activities. Environmental, Social & Governance continued TCFD disclosure continued We identify our climate‑related risks and opportunities, assess whether their impacts will be felt over the short, medium or long term, and quantify the potential ﬁnancial implications. We describe the impact of these risks and opportunities on our business, strategy, and ﬁnancial planning. We also assess our resilience across various scenarios. During 2023, our business was deﬁned almost entirely as a single sector, single country activity. During 2023, Pod Point served the electric vehicle charging market in the UK and so we have not separated out our analysis of the issues by sector or geography. Governance Financials 48 Pod Point Annual Report and Accounts 2024 Strategic Report = > = > = > = > Material risks To better understand the implication of climate change on our business model, we have reviewed our risks and opportunities, working through their potential ﬁnancial impacts over the timeframes over which they are expected to materialise. We categorise risks and opportunities into transition risks and physical risks. Transition risks arise from the transition into a lower carbon economy, while physical risks relate to the physical eﬀects of climate change. The likelihood and potential impact of each risk was rated in line with our Group’s broader risk assessment criteria as set out in the table below. The likelihood assessment reﬂects the probability of the risk materialising and having a material impact on the Group. For this analysis, the impact refers to the possible ﬁnancial eﬀect on the Group, where severe ﬁnancial impact is over £15 million. The scores across these two categories are added up to give an overall low, medium or high risk score. In 2024, we reviewed the work previously undertaken in 2023 in respect of our scenario analysis. The three scenarios used to consider the ﬁnancial impacts of climate‑related risks and opportunities remain relevant to our business. The three scenarios are: • 2°C orderly: early, gradual, and coordinated eﬀort to a net zero economy • 2°C disorderly: uneven commitment to climate policies, action is late, disruptive and/ or unanticipated, resulting in increased exposure to transition risks • 4°C: limited action leads to signiﬁcant global warming, resulting in increased exposure to physical risks Environmental, Social & Governance continued TCFD disclosure continued For our climate risks and opportunities table presented on pages 49 to 50, we have included the impact of the 2°C disorderly scenario as we consider this to be the most likely. We deﬁne ‘short term’ as to the end of 2026, ‘medium term’ to the end of 2029, and ‘long term’ from 2030 onwards. Government policy, whether current or future, has continued to refer to EV targets for 2030, so represents the far horizon of known policy and what we would see as long term. Our internal planning and forecasting looks into 2026 for going concern analysis and so represents our short‑term horizon. Between short and long term is our resulting medium term. Our quantitative modelling focused on short to medium-term time frames, with more high-level data used for longer term. As our capability grows, we will continue to improve our ﬁnancial forecasts beyond 2030. In early 2025, we held a climate‑related risks and opportunities workshop to review the climate‑related risks and opportunities aﬀecting the Company, consider any updates to our ﬁnancial plans, and review our related metrics and targets. The outcomes, alongside the strategy for mitigating risks and maximising opportunities, were reported to the Board in January 2025 and to the ESG Committee. The ESG Committee has ongoing oversight of the Company’s performance against climate‑ related targets, as well as other relevant ESG metrics as outlined on pages 49 to 50. The ESG Committee reviews the Company’s performance against the metrics forming part of the ESG Dashboard on a quarterly basis and develops and adjusts the action plan to ensure any changes in climate‑related risks are being appropriately mitigated and opportunities are capitalised upon. Group climate-related risk assessment criteria Climate-related risk, alongside the other risks to the Group, is also assessed on an ongoing basis through the wider Company risk management process, as governed by the Audit & Risk Committee and described on pages 73 to 75. Likelihood rating Impact rating Proﬁt impact 1 Remote Unlikely Occasionally Probable Has/will occur Severe £15m High Major £5m– <£15m Serious £2.5m – <£5m Medium Minor £1m – <£2.5m Insigniﬁcant <£1m Low 1 The proﬁt impact represents a cumulative assessment basis, measured against the discrete short and medium‑term horizons as set out in the disclosure above Governance Financials 49 Pod Point Annual Report and Accounts 2024 Strategic Report Key: Low Medium High 2°C disorderly scenario TCFD category Climate-related trend Potential ﬁnancial impact Impact short term Impact medium term Impact long term Strategic response, resilience and mitigation Transition risk Policy and legal Environmental regulation/carbon pricing Adherence to increasing government legislation designed to reduce emissions (e.g. carbon pricing) increases operating costs. Weak performance could result in reputational damage and shareholder concern via regulatory disclosures and possibly ﬁnes or sanctions We already measure our Scope 1, 2 and 3 GHG emissions and energy eﬃciency. We will be looking at paths to net zero on the back of the Powering Up strategy announced in November 2023 and how we can reduce emissions further across our value chain During 2024, our EMS was accredited to ISO 14001 standard Improvements to our ESG reporting have increased our resilience to risk in this area Transition risk Policy and legal Environmental reporting and public climate commitments Growing reporting requirements increase operating costs. Inadequate reporting could lead to non-compliance, poor decision making, reputational damage and/or reduced access to ﬁnancing A key focus for our ESG Committee, ESG Working Group and Sustainability Manager is continually improving our environmental reporting capability. We track our core sustainability metrics monthly and review them at quarterly ESG Committee meetings. We are improving our data availability through LCAs Given the nature of the Pod Point brand and our purpose, we consider ourselves to be resilient to this risk Transition risk Market Supply chain resilience Growing shift towards greener products and suppliers increases demand for certain materials. Diﬃculty around sourcing and availability of sustainable materials and suppliers increases development and production costs Our Supply Chain and Sustainability Manager work together to integrate and access sustainability performance as part of our supplier due diligence process at tender and renewal stages. Suppliers are required to meet certain environmental and sustainability standards, which we monitor through accreditations (e.g. EcoVadis, ISO 14001, etc.) Our LCA results are being integrated in future hardware development roadmap, ensuring we are on top of material trends To improve resilience in this area, we continue to strengthen our relationship with our primary manufacturing partner, Celestica, and retain diversiﬁcation in our supply chain via other manufacturing partners Transition risk Market Skills shortage impacting ability to scale EV infrastructure Growing demand for green infrastructure (EV charging, solar panels, heat pumps, etc.) leads to increase in cost of labour and possibly labour shortages We already work with EDF to support the training of smart meter engineers to install EV infrastructure. We will continue to support and explore such partnerships in future We have a skilled internal workforce and retain strong technical expertise in the installation of EV charging infrastructure, including the ability to train other parties. We also maintain a strong network of third‑party installer relationships Physical risk Acute and chronic Increase frequency of climate events and changes in long-term climate shift. Increase frequency of severe weather and long‑term weather trends including heat, cold, precipitation or ﬂooding causes disruption to operations or damage to our infrastructure We monitor weather forecasts to ensure installer safety. Installers are also advised to make additional assessments on the day to ensure safety of operations Our chargepoints require minimal assembly out in the ﬁeld, reducing exposure to elements. We further test our equipment to withstand extreme weather We are increasing our resilience in this area with the development of our next generation of products, which includes a more rigorous set of testing for weather extremes. For example, when developing our Solo 3S product in readiness for the Spanish and French markets, testing identiﬁed that changing the colour of the unit to white, made a signiﬁcant diﬀerence to the operation of the product in warmer climates. Environmental, Social & Governance continued TCFD disclosure continued Governance Financials 50 Pod Point Annual Report and Accounts 2024 Strategic Report Material opportunities We used the same methodology to assess our climate-related opportunities, but rather than looking at negative ﬁnancial implications, assessed the market share and revenue growth opportunities. It’s important to note the material ﬁnancial opportunity from the expected growth of the electric vehicle market and the subsequent need for charging and associated grid ﬂexibility. This is discussed in more detail on pages 13 to 20. As one of UK’s largest home charging providers, we’re well‑positioned to make the most of this opportunity. Financial planning Based upon the analysis carried out to date, we believe that there is no immediate material ﬁnancial risk or threat to our business model from climate-related risks. However, we have considered climate-related risk as part of our viability assessment set out on page 85, for example assumptions around cost inﬂation, which could in part be driven by climate‑related factors including supply chain disruption and increased installation costs due to extreme weather events and carbon pricing. Our regular ﬁnancial planning and forecasting processes consider a wide range of internal and external sources of information, as well as risk variables – including those related to climate change. We have considered potential impacts on our ﬁnancial statements in relevant areas such as impairment of assets and depreciation rates. Based upon our current assessment, we do not believe that there are any adjustments required to our ﬁnancial statements in relation to climate risks. Key: Low Medium High 2°C disorderly scenario TCFD category Climate-related trend Potential ﬁnancial impact Impact short term Impact medium term Impact long term Strategic response, resilience and mitigation Transition opportunity Policy and legal Environmental regulation/carbon pricing Increased requirement to reduce GHG emissions by businesses leads to greater demand for our products and services. Government regulation to support or accelerate adoption of EVs will also increase our revenue Technology development to support the decarbonisation of transport and grid is a big opportunity for Pod Point and core to our strategy and product development We continue to focus on how we can help customers reduce their GHG emissions in our marketing and branding We also continue to invest in our supply chain management to support our ability to scale with increasing demand Transition opportunity Technology Green products and services Increased revenue resulting from the introduction of new or increased demand for existing product and services Transition opportunity Market Change in sentiment towards EVs Public focus on climate change continues to intensify, with more making the switch to electric ahead of government- set timelines. General understanding around the beneﬁts of EVs improves, also increasing adoption and in turn our revenue Environmental, Social & Governance continued TCFD disclosure continued Governance Financials 51 Pod Point Annual Report and Accounts 2024 Strategic Report Identiﬁcation and assessment of climate-related risks has been integrated into our broader risk management process. Climate-related risks are subject to the same governance, review process and management attention as other risks on our risk register. During the year, we reviewed the climate‑ related risks and opportunities identiﬁed in 2023. Our approach to the assessment of climate- related risks is consistent with the way in which we identify, score and prioritise all risks. We therefore determine the relative signiﬁcance of climate-related risks against other risks that the business faces by ensuring we remain consistent and proportionate as part of that risk assessment, as explained below. Further details on the Company risk management processes can be found on pages 73 to 75. To consider the materiality of climate‑related risks and to prioritise them accordingly, the following speciﬁc characteristics of climate‑related risks are considered by our Leadership Team, Sustainability team, Audit & Risk Committee, ESG Committee and Board as part of the ESG governance processes and risk management process set out on pages 44 and 73 respectively. Holistic view – climate‑related risks rarely aﬀect a single, discrete part of the Company. We look broadly at the impact of climate change on our business strategy, the markets in which we operate, the technology we use and our brand and reputation. We also consider the physical risks posed by climate change on our product range and operations. We have referenced these classiﬁcations in our climate‑ related risks and opportunities disclosures set out on pages 48 to 50. By their nature, the impact of climate‑related risks aﬀect diﬀerent functions and departments, and therefore require a wide lens and deep consideration and collaboration from teams across the business. Longer planning horizons – given the slow incremental nature of climate change, we consider climate-related risks across short, medium and much longer-term timeframes than traditional planning horizons. These planning horizons are deﬁned above on page 48. Proportionality – the size and scope of climate-related risks are assessed alongside other business risks by looking at their potential ﬁnancial impact on the Company over the short, medium and long term. The methodology for this assessment is set out above on page 48. We are a mission‑based Company driven by the ﬁght against climate change. We therefore assess climate-related risks against other risks as well as the opportunities that climate change presents, in order to ensure that our response is proportionate. Evolving regulation – an evolving policy and regulatory landscape is an inevitable consequence of society’s attempts to grapple with the dynamic challenge of climate change. We consider the impact of existing policy and regulations, and possible new or changing requirements that may be introduced across diﬀerent time horizons. Our climate‑related risks set out on page 49 (particularly those related to transitioning markets) reﬂect the risks posed to the business of governmental policy and regulatory sanctions aﬀecting the markets in which we operate. Consistent approach to risk – we believe it’s important that our assessment of climate- related risks is consistent with our assessment of all risks aﬀecting the business. Therefore, we use the same risk terminology and classiﬁcation frameworks that are used to assess all business risks. This helps give us a clear picture of how the business is, and could be, impacted by climate change when considered together with all other risks. It is also the same process by which we manage climate-related risks and decide upon how the business should respond, mitigate and/or control those risks. In addition, we consider how such risks may also be mitigated by wider industry, societal or regulatory developments which may emerge over the deﬁned planning horizons to address such risks. In determining our response to climate-related risks, we consider the factors above and develop appropriate management and mitigating actions. Identiﬁed risks are allocated to an accountable owner and, together with the Leadership Team and/or ESG Working Group, a suite of management and mitigation actions are agreed, implemented and tracked to completion. Risk management Environmental, Social & Governance continued TCFD disclosure continued Governance Financials 52 Pod Point Annual Report and Accounts 2024 Strategic Report Climate‑related risks identiﬁed by our Leadership Team and ESG Working Group are reported to the ESG Committee and the Audit & Risk Committee as appropriate for further consideration as part of our ﬁnancial planning and scenario analysis. Our ESG Working Group and Sustainability team apply the same methodology as part of our broader climate scenario analysis, assessing the impact of climate-related risks and opportunities to the business across short, medium and long‑term horizons. This review considers the breadth of our business across diﬀerent routes to market (e.g. home, workplace, destination and en‑route) as well as the impact of all of our customers and each of our diﬀerent internal functions and business functions (e.g. Supply Chain and Installation teams). Ultimately, our climate-related risks and opportunities are reviewed and approved by the ESG Committee and the Board. Overall, given the vision of our business to make driving not cost the earth, climate change presents material opportunities for the Company to grow as set out on page 50. While we’ve identiﬁed some risks to the Company arising from climate-related matters, we do not consider any of these to be material risks given the low impact or likelihood of occurrence and given the mitigation in place. We look broadly at the impact of climate change to our business strategy, the markets in which we operate, the regulatory landscape, the technology we use and our brand and reputation. Anita Guernari General Counsel & Company Secretary Environmental, Social & Governance continued TCFD disclosure continued Governance Financials 53 Pod Point Annual Report and Accounts 2024 Strategic Report We use multiple metrics and targets to monitor the ﬁnancial impact of physical and transitional risks and opportunities. The Group’s climate‑related metrics and targets are reviewed and set by the ESG Committee, which considers TCFD and other industry guidance when selecting the most relevant metrics to assess our risks and opportunities. From the TCFD cross‑industry metrics guidance, we believe that GHG emissions and remuneration metrics and targets are the most material. We don’t currently use internal carbon pricing but will continue to keep this under review in future. The Group also uses other relevant environmental metrics to assess its performance, which have been disclosed on pages 34 to 41. As our assessment and understanding of climate risks evolve, we will continue to update our metrics and targets in line with its response. We already integrate sustainability metrics as part of our project stage gate process and the ESG Committee receives regular updates on progress against our sustainability plan. Metrics and targets Environmental, Social & Governance continued TCFD disclosure continued Our environmental targets Halve Scope 1 and 2 GHG emissions from UK operations by the end of 2026 (2023 baseline) Move our UK ﬂeet to 100% BEV by the end of 2025 Develop and implement Pod Point’s Supply Chain Sustainability Programme Minimum of 15% of Executive Director variable remuneration to be subject to sustainability related performance measures Target 1: Target 2: Target 3: Target 4: Governance Financials 54 Pod Point Annual Report and Accounts 2024 Strategic Report In line with TCFD cross‑industry guidance on climate‑related metrics, we monitor our Scope 1, 2 and 3 GHG emissions and work with relevant teams to continually improve data accuracy and availability. While Scope 1 and 2 are a small part of our total emissions, given our sustainability and EV focus it’s important for us to transition our own ﬂeet to electric and reduce our own emissions. Last year, we set a target to reduce our Scope 1 and 2 emissions by 50% by the end of 2026, which would have primarily come from investment into decarbonisation of our internal ﬂeet and transitioning fully to BEVs by the end of 2025. Towards the end of the 2024 we made changes to our installation and maintenance operations to drive operational eﬃciency, by outsourcing our domestic installation and maintenance functions to a trusted partner. As part of that arrangement a number of our ﬂeet vehicles were novated to our partner, reducing the size of our ﬂeet. We remain committed to these targets, albeit with a reduced ﬂeet. Currently, 93% of our ﬂeet is BEV or REX. We use our Scope 3 emissions to monitor and manage our supply chain risk. In 2024, we commenced implementation of our Supply Chain Sustainability Programme, which will provide enhanced monitoring capabilities. We conduct quarterly reviews with our strategic suppliers, including an environmental review and discussion on net zero plans. For further details, see page 64. We haven’t yet set Scope 3 reduction targets, but plan to reduce in the long-term as we transition to net zero in line with UK Government’s 2050 Net Zero Strategy. Full disclosure of our emissions data can be found on pages 37 to 40. In addition to emissions data, we use product LCAs to identify areas of high environmental impact. The results from LCAs completed in 2023 are being used to inform our hardware roadmap to mitigate both transition and physical risks identiﬁed. The assessment also helps us better track the material use in our products and packaging and set goals around circularity. Our target is to have LCAs completed for all Pod Point products by the end of 2025. A minimum of 15% of Executive Directors’ variable remuneration is subject to sustainability related performance measures, in order to drive meaningful improvements. At 31st December 2024, circa. 18% of Executive Director variable remuneration was subject to ESG related performance measures. These are set out in more detail on pages 114 to 117 of the Directors’ Remuneration Report. Further details on the range of metrics we use to assess our impact on the environment can be found on pages 34 to 41. Environmental, Social & Governance continued TCFD disclosure continued Governance Financials 55 Pod Point Annual Report and Accounts 2024 Strategic Report Environmental, Social & Governance continued People are central to our success Social responsibility The value we delivered in 2024 In addition to the successful redesign of the organisation, to enable delivery against the opportunities ahead of us, there were a number of positive people‑related highlights: • 26 internal promotions and 31 internal moves to new roles • Improved focus on building capability with six academy sessions delivered to all of our people and seven ‘Evolve’ sessions delivered to our people managers (since launch in mid‑September) • Engagement – Implemented a much stronger cadence of internal communication including 13 All Hands meetings and six engagement surveys • Continued EDI and wellbeing focus – see page 59 • Continued evolution and professionalism of HR with the appointment of a permanent Chief People Oﬃcer who joined in August Our people proposition and values Our business is powered by its people – the passion they have for what we do and the special things that make each of us unique. We know that we all have diﬀerent talents, interests, likes and dislikes, passions and obsessions. So, we each bring something a little bit diﬀerent to the table. However, there is a common combination of factors that make up what it means to be a Pod Pointer, that goes beyond just being talented in a chosen ﬁeld. This is people: • acting with ‘edge’ – ‘leading the charge’ and motivated by our vision and being courageous to be bold, brave and innovative • acting with ‘truth’ – ‘doing what’s right, not easy’ and being focused on simplicity, and constructively challenging to act with honesty and authenticity • acting with ‘care’ – ‘acting with a connected heart’ to our colleagues and customers • being focused on building a legacy, both for Pod Point and in their individual careers Combined, these factors reﬂect our new values and create a signiﬁcant power (both existing and untapped) and opportunity to truly make a diﬀerence and have an impact. It is this power, and the opportunities we have, that is at the centre of our new people proposition developed in 2024 and launched in January 2025. We aim to attract, engage and retain the most talented and diverse group of people, who are passionate about achieving our vision to make real change in the world, and organised in a way that enables them to do that. 2024 was a year of change, with organisational design a key focus as we pivoted the business to deliver against the Powering Up strategy and realign our cost base. This was led from the top with the recruitment of our new CEO, Melanie Lane, and a new smaller leadership team of six, comprising the CEO, Interim Chief Financial Oﬃcer, Chief Operating Oﬃcer, Chief Revenue Oﬃcer, Chief Product & Technology Oﬃcer and Chief People Oﬃcer. Inevitably, any organisational design results in much-loved colleagues, who are trusted and respected, leaving the organisation (many of whom had been on the Pod Point journey since the early days) and we thank them for the signiﬁcant contribution they have made to Pod Point. However, this process has enabled us to enter 2025 with reduced complexity and improved focus. This includes a new organisational operating model, and a pivoted culture (with a clear new people proposition underpinned by new values that deﬁnes and clariﬁes what it means to be a Pod Pointer), as we enter the next chapter of our evolution and journey. Governance Financials 56 Pod Point Annual Report and Accounts 2024 Strategic Report 31 Internal transfers 26 Internal promotions 6 Engagement surveys 6 Learning Academies 13 All-hands meetings Our business is built on the skills and commitment of our people to make a diﬀerence to our society. Every Pod Pointer believes in our mission and is committed to a sustainable future with EV charging at the heart of what we do. Attracting passionate people Throughout 2024 we focused on attracting, engaging and retaining passionate individuals committed to helping us achieve our mission. Investing in our people Having the best people in the right roles We have an organisational design that is aligned to key strategic objectives, with clear roles and accountabilities occupied by people that have been recruited with a culture- ﬁrst approach. Engaging with, and listening to, people We encourage and embrace open two‑way engagement and provide a regular cadence of communications through a variety of forums and channels. Growing people and developing capability We want people to be able to look back on their careers as a special time where they grew professionally, not just focusing on their technical skills but their non-technical capabilities too. Enabling our people and unlocking delivery We put in place operational rhythms/cadences and ways of working that unlock yet untapped power and enable people, teams and the organisation to be at their best. Helping people to bring their whole self to work We celebrate individuality and the special things that make each person themselves. We champion diﬀerences, respect others and have fun! Powered by people Environmental, Social & Governance continued Social responsibility continued Governance Financials 57 Pod Point Annual Report and Accounts 2024 Strategic Report Having the best people in the right roles To ensure we have the best people in the right roles, we take a three‑pronged approach: 1. Ensuring the design of the of the organisation is aligned to strategic priorities. We operate in an evolving and fast-moving industry which means agility is fundamental. 2. We have an internal ﬁrst approach to hiring – we are passionate about the talent we have in the organisation and when looking to ﬁll roles, will always look internally ﬁrst. Not only did a total of 57 colleagues achieve new roles (outside of organisational design changes) in 2024, we were also pleased to announce a new Deputy CFO as a result of internal career progression. During Q4 2024, we also implemented a bold reshaping of the organisation. Whilst unfortunately this did mean putting a large number of roles at risk of redundancy, we also created over 90 new roles with over 70 of them being ﬁlled internally. 3. When looking externally, we continue to interview based on a culture‑ﬁrst approach to ensure we attract people who are driven by our mission. We look to attract a diverse range of people to the organisation and ﬁll roles eﬃciently. As part of this commitment, we introduced a new Talent Acquisition dashboard, which has enabled regular review of key KPIs, such as diversity of candidates and successful hires and time to hire. Although we are not accredited by the Living Wage Foundation, we continue to support and be compliant with the current Living Wage requirements. Environmental, Social & Governance continued Social responsibility continued Engaging with, and listening to, people 2024 saw a signiﬁcant jump in engaging and communicating with our colleagues, in terms of both regularity and variety of channels used. During the year, we hosted 13 All‑Hands meetings, increased the number of functional and team meetings and newsletters, and used a variety of Slack channels to test sentiment and gain valuable feedback. During the year, we carried out regular engagement surveys, both full and shorter pulse versions facilitated through CultureAmp, one of the most renowned providers of employee engagement tools. In total we ran six surveys, enabling us to focus on areas of strength, development or improvement. We create action plans at Company and functional level and track their progress regularly. In many ways it was a diﬃcult year for engagement, due to uncertainties internally created by the focus on organisational design, changes in leadership and evolution of our strategic focus. We enter 2025 with a lot of challenging work having been completed and a signiﬁcant opportunity to pivot, rebuild and energise our culture. We continued our evolution in 2024 from being a remote‑ﬁrst company to an increased in‑person collaboration. The move to our new oﬃces in Q1 of 2024 has been a key enabler of that – being more conducive to in-person meetings, providing more meeting space set up for hybrid meetings and rooms for conﬁdential conversations. We aim to encourage people to join us more regularly without the need to mandate. For new joiners, we have set a guideline around number of days in the oﬃce, again without mandating. We no longer support the employment of people overseas (new hires or transfers), although we continue to engage with our existing overseas employees. We have widened our approach to short-term working from abroad to provide some additional beneﬁt and ﬂexibility. We continue to champion healthy and safe places of work whether that be in our oﬃces or at an employee’s home or chosen place of work. As detailed on page 69 the Board continued to carry out a number of activities to engage with the workforce including attendance at All Hands meetings. Growing people and developing capability We continue to provide functional training for all our teams, but we also believe that learning is wider than job‑speciﬁc training and that staying curious and eager for new knowledge is vital. Accordingly, we continued to operate our Pod Point Academy throughout 2024, which aims to provide regular opportunities for all Pod Pointers to learn, share and develop, as both audience and presenter. Through the Academy, we held six sessions with a variety of internal and external speakers. Subjects covered were diverse and included sustainability at Pod Point, Energy Flex, a Pride Panel Academy and a celebration of International Women’s Day. We also signiﬁcantly expanded our speciﬁc manager oﬀering with the rollout of our ‘Manager Evolve’ programme with signiﬁcant impact. In total, we ran nine sessions which covered topics such as Leading through Change, Objective Setting and Managing Team Absences. Enabling our people and unlocking delivery During 2024, we worked on two key elements to unlock delivery in the organisation. Firstly, we reviewed our levels of in‑person collaboration versus remote working, having continued to be a remote‑ﬁrst Company through 2023. We aim to combine the best of both so that we beneﬁt from increased collaboration in moments where it matters whilst also remembering the beneﬁts of remote working, particularly in embracing diversity and allowing our colleagues to have a way of working that aligns with their lives outside of work. Secondly, continuing to evolve our ways of working has been a focus to ensure a more optimal mix of ﬂexibility and consistency in implementation. We have been focusing on reviewing policies, processes and contracts of employment. We spent a lot of time engaging with colleagues through surveys and in‑person forums to understand what works well and what could be improved in terms of our operating model and organisational cadences and rhythms. Having done so, in early 2025 we launched a new operating model that removed the focus on functions and is completely centred around the customer. To support this, the whole organisation now operates according to a single cycle, rhythm and cadence of quarterly activity, with clear focus areas and objectives for each cycle. Governance Financials 58 Pod Point Annual Report and Accounts 2024 Strategic Report Helping people to bring their whole self to work Diversity and inclusion As expressed by our equality policy, we’re fully committed to inclusivity and equality of opportunities for all employees and job applicants irrespective of their age, race, sex, disability, sexual orientation, religion or belief. This covers all aspects of an employee’s working arrangements including training, career progression and promotion. It is fundamental to our beliefs that diversity beneﬁts the health of our team and our business. We actively seek to encourage inclusivity and belonging, continuously looking to enhance our activities to promote belonging. Bringing your authentic self to work and being safe to be yourself is something we pride ourselves on. Our EDI Taskforce focuses on how we can attract and engage a more diverse set of Pod Pointers as we grow – and we’ve held a number of awareness sessions to promote our diﬀerences through our Pod Point Academy, such as a panel discussion in Pride month. We remain committed to providing all Pod Pointers with the opportunity to develop and advance, which includes giving full and fair consideration to all employment applications from people with diverse characteristics. In the event of employees becoming disabled, we make every eﬀort to ensure that the training, career development and promotion opportunities available are, as far as possible, identical to those of non‑disabled employees. To support our commitment to recruiting, retaining and developing disabled employees, we’ve achieved Disability Conﬁdent Committed (Level 1) accreditation. Environmental, Social & Governance continued Social responsibility continued Men Women Total No. % No. % No. Group Board 4 44% 5 56% 9 Leadership Team 3 75% 1 25% 4 Direct reports of Leadership Team 13 59% 9 41% 22 Other employees 225 66% 115 34% 340 Total 245 65% 130 35% 375 * Although included in the 375, Non‑Executive Directors are not employees of the Group and the table excludes employees at any level who identify as non‑binary, or their gender is not known. Governance Financials 59 Pod Point Annual Report and Accounts 2024 Strategic Report LGBTQ+: 6.96% Heterosexual: 59.79% Prefer not to say: 6.19% Not completed: 27.06% Sexual orientation Minorities: 10.82% White: 59.79% Prefer not to say: 3.09% Not completed: 26.30% Ethnicity Religious: 20.36% Not religious: 42.53% Prefer not to say: 9.02% Not completed: 28.09% Religion Wellbeing To help our people do their best work, we continued to evolve our approach to wellbeing. Having replaced our Employee Assistance Programme with TELUS EAP, which continues to provide 24/7 online support for our colleagues, we also looked at further support and provision and were pleased to roll out Unmind, a market‑leading wellbeing platform, in late 2024/ early 2025. As a result, we are able to oﬀer additional services such as counselling sessions, an expanded resources platform and tools, legal and ﬁnancial support consultation, perks and rewards. Environmental, Social & Governance continued Social responsibility continued Governance Financials 60 Pod Point Annual Report and Accounts 2024 Strategic Report Health and safety Health and safety remain at the core of our business and directly connected to our purpose and vision. We focus on ensuring that competency in every role is established, aided by a robust management structure with room for dynamic, adaptable processes/ risk assessment. Our people are encouraged and enabled to make good, safe decisions at every point through the development, sales, planning and installation stages of our work, and once installed. Through training, development, open discussion and encouragement, we work with our people and partners to see themselves as key to delivering a safe working environment. We conduct site visits for both quality assurance and health and safety purposes. We continue to encourage open and honest reporting across all areas of the business, treating any incident as a learning opportunity. We have a dedicated Training Centre in our main oﬃce, which enables us to train delegates in all aspects of safe installation, including domestic and commercial AC chargers, and also required maintenance activities and fault ﬁnding. We’ve also used the facility to improve product knowledge across the organisation. Since opening during 2024 we’ve trained 120 people comprising 65 partner delegates and 55 internal staﬀ. Statistically, performance remains at a high level, with no RIDDOR reportable incidents in 2024 (2023: 1). Our Lost Time Injury ("LTI") frequency rate stands at 0.32 LTI per 100,000 hours worked (2023: 0.16). We encourage reporting of any incident, injury or concern, with no acceptable threshold to ensure there are no barriers to reporting. Environmental, Social & Governance continued Social responsibility continued Health and safety Governance Financials 61 Pod Point Annual Report and Accounts 2024 Strategic Report Critical to this are three key steps which were outlined to all our colleagues at an event in January: 1. Embedding the new people proposition and values throughout the organisation and in all our people processes, that we launched in January 2025 2. Delivering on ten commitments made to the organisation that will allow a signiﬁcant step forward in our culture; together the Pod Point ten commitments are just the start of cycles of continuous improvement 3. Embedding the new people deal we set out to the organisation which is a third‑party agreement that makes clear of what the expectations are for leadership, line managers and colleagues. Our plans for 2025 In the year ahead, our focus will be on leveraging the organisational design and rightsizing activities in 2024 to start repositioning the Pod Point culture as one that is energising, positive and dynamic, including launching new ways of working. We’ll also be expanding our suite of metrics and measures across our whole people oﬀering that will allow us to demonstrate concrete progress. Additionally, we will: • continue to enhance our external brand through social media posts, which inﬂuence potential candidates • strengthen our focus on development planning for all Pod Pointers to drive productivity, engagement, internal progression and promotion • continue to run employee engagement surveys, identifying areas for improvement and action planning Environmental, Social & Governance continued Social responsibility continued Governance Financials 62 Pod Point Annual Report and Accounts 2024 Strategic Report The purpose, vision and mission of Pod Point remain at the centre of everything we do. Doing business responsibly, in an appropriate and compliant manner, protects the long-term sustainability of our business for all our stakeholders. Our teams are aligned with our values and culture and know what is expected of them – they know that they can bring concerns to leaders and that they will be listened to. Compliance is the minimum acceptable standard at Pod Point, and we’ve established a clear commitment to ensuring that our business activities are conducted in accordance with all applicable laws and regulations. Acting ethically At Pod Point, we’re committed to conducting business in an ethical and honest manner. We maintain a framework of policies, which operate across the business, to ensure that all employees understand the expectations that come with working at Pod Point. Policy owners are responsible for ensuring that policies remain relevant, identifying and addressing new policy areas and advising on implementation and monitoring. Key policies are reviewed by the Board at appropriate intervals to ensure that the Board has oversight of the business’ approach to speciﬁc areas. New employees are required to read and complete training on key policies, and updates are communicated across the Company so that everybody reviews relevant policies at regular intervals. During the year we have updated our policies and training in speciﬁc areas to ensure that employees are aware of new regulatory requirements. All employees are required to undertake mandatory training, including anti‑bribery and corruption, ﬁnancial crime prevention, environmental awareness and modern slavery. Other relevant training related to speciﬁc job role or seniority is also provided through a third‑party e‑learning platform. Re-training takes place at appropriate intervals. Governance of ESG ESG is at the heart of why Pod Point was founded – and it’s embedded within our governance framework. This ensures that everything we’re working on is not only aligned to our strategy but also reﬂects the issues that matter the most to all our stakeholders, including our people, our investors, the environment and society at large. The framework ensures that progress can be tracked and monitored on a regular basis, and that stakeholder feedback can be actively addressed. The ESG Committee, chaired by Dr Margaret Amos, who is also Audit & Risk Committee Chair, is responsible for overseeing our ESG strategy, and for monitoring our progress against climate- related goals and targets. The ESG Committee’s terms of reference, which are reviewed annually, cover all elements of its ownership of ESG including the relevant disclosures. In particular, the ESG Committee is charged with ensuring that when deﬁning and implementing the Company’s ESG strategy and action plan, due consideration is given to applicable laws and regulations including the UK Corporate Governance Code, the general duties of the Directors set out in the Companies Act 2006, and the requirements of the Listing Rules, as well as the agreed terms of reference for the ESG Committee. In doing so, the ESG Committee has had regard for the promotion of the success of the Company for the beneﬁt of its members as a whole as part of the Directors’ duties set out in section 172 of the Companies Act 2006. For further details, please see page 66. The ESG Committee met four times in 2024, and reports to the Board. Thereafter, the Board assumes ultimate responsibility for ensuring that ESG and, in particular, climate‑related matters, are considered as the Company’s strategy and opportunities are deﬁned, including in relation to setting the Company’s performance objectives. Acting responsibly Governance Environmental, Social & Governance continued ESG is at the heart of why Pod Point was founded – and it’s embedded within our governance framework. Governance Financials 63 Pod Point Annual Report and Accounts 2024 Strategic Report The ESG Working Group is an Executive group chaired by our Group General Counsel and attended by various senior employees, including the CEO, CFO and Sustainability Manager. While the ESG Committee provides strategic oversight, the majority of activity is now delegated to the ESG Working Group, which is responsible for the practical implementation of our ESG activities. The ESG Working Group reports to the ESG Committee, which in turn reports back to the Board. The Group coordinates the execution of our key ESG initiatives and ensures information ﬂows between the ESG Committee and management. The Chair of the ESG Committee is invited as an observer at meetings of the ESG Working Group. The group meets at least quarterly to monitor and track progress against the ESG Working Programme and to support the Leadership Team on ESG‑related matters – such as assessing climate-related risks as part of our risk management process, further details of which can be found on page 51. The Sustainability Manager has a clear brief: to accurately measure the carbon intensity of certain of our products and services; to provide the tools to the business to allow carbon intensity to be considered in all decision‑making; and to help deﬁne and monitor the other key environmental and sustainability targets we set as part of our sustainability strategy. Further details of our governance structure can be found on page 95. Reporting and information ﬂows Board committees ESG Committee • Oversees the embedding of the Group’s ESG strategy, climate, environment, culture and community involvement, on behalf of the Board • Reviews key metrics and targets including shareholder reporting on climate and ESG • Oversees the Group’s ongoing commitment relating to TCFD Audit & Risk Committee • Supports the ESG strategy by ensuring the risks including climate-related risks and opportunities are eﬀectively managed • Oversees the Group’s ﬁnancial statements and non‑ﬁnancial disclosures, including ESG and climate-related disclosures • Oversees the whistleblowing programme Remuneration Committee • Supports the ESG strategy through alignment of the Group’s incentive plans to appropriate ESG targets Management groups ESG Working Group • Works on detailed environment, climate, societal/community and engagement elements of strategy • Reviews data collection and reports • Oversees implementation of speciﬁc TCFD/ESG programmes • Coordinates the evaluation of ESG and climate‑related risks Leadership Team • Responsible for overall risk management framework • Responsible for the preparation of Pod Point’s corporate reporting • Maintenance of the system of internal controls • Accountable to the Board for ESG strategy and KPIs and targets Pod Point Group Holdings plc Board • Oversees all aspects of ESG, including climate, environment, culture and community involvement • Ultimate responsibility for determining strategy and prioritisation of key focus areas • Ensures the Group maintains an eﬀective risk management framework, including over climate-related risks and opportunities • Approval of Annual Report disclosures on climate and ESG • Oversight of culture and values • Provides rigorous challenge to management on progress against goals and targets R R R R I I I I Environmental, Social & Governance continued Governance continued R R R R R R I R Reporting Information Governance Financials 64 Pod Point Annual Report and Accounts 2024 Strategic Report ESG training In late 2023 we launched a sustainability induction for all new employees. This continued into 2024, and 45 new members of our team have been inducted. To ensure that a general understanding of environmental management exists across the business, in mid‑2024 we launched an environmental awareness e-learning module. Alongside inductions, we have an in-depth Carbon Awareness training programme. This is on a phased rollout and 20 of our people have already completed all the modules. To celebrate Earth Month, in April 2024, we ran an internal Academy discussing the relevance of sustainability to Pod Point’s mission, demonstrating simple actionable steps to weave sustainable practices into our everyday work. Additionally, the Chair of our ESG Committee is studying a post graduate certiﬁcate in Sustainable Business with the University of Cambridge’s Institute for Sustainability Leadership. Responsible and sustainable supply chain Our focus has been on increasing transparency, reducing risks and ensuring responsible sourcing throughout our supply chain. The importance of retaining strong supplier relationships is critical. In order to ensure a positive inﬂuence on sustainable, ethical, and responsible business practices, we are working to ensure our suppliers act with integrity and respect for both human rights and the environment. During the year we have developed and commenced implementation of our Supply Chain Sustainability Programme, which builds on the good practices we already had in place through our robust supplier selection and onboarding process, which ensures that we engage with suppliers that have governance structures, business policies and standards that are aligned with and complement our own. Our Supply Chain Sustainability Programme will be implemented over a three‑year period, with year one having been achieved, during the course of 2024. A key part of the programme is our Supplier Relationship Management ("SRM") Policy which has been developed this year and supports the Supply Chain Sustainability Programme. The SRM framework and policy has allowed Pod Point to classify our suppliers as Strategic, Business Critical, Financial Critical Systems, Operational or Transactional, depending on a range of factors including: • The supplier’s criticality to our business • Spend • Ease of substitution • Regulatory impact • Reputational impact Strategic, Business Critical and Financial Critical suppliers are those most important to our business and classiﬁcation allows a more focused approach, driving information requirements and the level of engagement and monitoring through the SRM Framework. During the year all Strategic and Business Critical suppliers have been risk rated according to our new risk rating system, which shows a supplier's sustainability performance. These suppliers cover 77% of our supply chain spend. The risk rating will allow us to work with suppliers to improve sustainability performance, where necessary. Pending the continued implementation of our Supply Chain Sustainability Programme, which will provide enhanced monitoring capabilities, we continue to monitor the performance of our key suppliers using the SRM Framework to Environmental, Social & Governance continued Governance continued ensure that they meet generally accepted minimum standards and encourage ongoing performance improvement and development of the relationship. It also provides focus for Pod Point to streamline its spend, ensuring that the correct type of supplier is taking the larger share of spend within the Company, which supports our responsible sourcing. This is achieved by: • Conducting quarterly reviews with our Strategic suppliers, driving collaboration and continuous improvement through performance metrics in conjunction with an environmental review and net zero plans • Review of the Pod Point Quality Manual and signing of the Pod Point Supplier Code of Conduct, both of which deﬁne the high standards we expect of our suppliers • Annual checks of all certiﬁcations, policies, insurances, sanctions, ﬁnancial governance and health and safety, where appropriate • Ensuring that all suppliers have key contacts at Pod Point, together with escalation paths to maintain open and honest communication • Monthly metric sharing • Quality audits covering end‑to‑end manufacturing and supply process • The development of policies to manage non-compliance with our standards Our Modern Slavery Statement, available on our website, demonstrates our approach to protecting human rights and preventing modern slavery across our business and supply chain. It demonstrates our progress across all of our supplier base, both production and non- production, highlighting the risk proﬁle of speciﬁc suppliers plus plans to ensure we have relevant monitoring solutions in place, giving us conﬁdence that we are working with the right suppliers. Modern slavery training has been provided to all employees through our e‑learning platform, to assist them in identifying and reporting any red ﬂags. This training is provided to all new employees and to existing employees on a biennial basis, to ensure that new employees are trained, and existing employees undertake a refresher. This will ensure that awareness remains at an elevated level. Year 1 • Development of categorisation of supplier types • Update all policies/onboarding forms to reﬂect new categorisations • New SRM Policy released • All Suppliers onboarded as per agreed plan • Update risk rating system • Rate the risk of Strategy and Business Critical suppliers • Identify and conduct tender process for a new Source to Contract tool Year 2 • Rollout Source to Contract tool • Re-onboard additional lower-level suppliers • Extend risk rating across all suppliers • Develop ongoing supplier management plan • Determine and develop sustainability long‑term goals against each category • Introduce supplier sustainability training school Year 3 • Re-onboard additional lower-level suppliers • Create strategy for One Time Supplier • Automated monitoring for all supplier ratings • Introduce remediation plan and oﬀboarding / alternate sourcing Supply Chain Sustainability Programme Governance Financials 65 Pod Point Annual Report and Accounts 2024 Strategic Report Cyber attacks are part of the technology landscape today and will continue to be in the future. All organisations, governments and people will be subject to cyber attacks and some will be successful. As we provide connectivity services and handle personal data, we are focused on how we prevent, detect and respond to attacks to minimise the impact. Our cyber security strategy, the implementation of which sits with our Chief Information Oﬃcer ("CIO"), sets out how we will provide sustained cyber security and comprises the following elements: • Security starts with awareness among employees at all levels • A risk-based approach to focus resources where they are most needed and eﬀective • Protection of Company and customer data • Appropriate network security and access controls We are implementing an operating model based on National Cyber Security Centre best practices and frameworks, which are aimed at helping an organisation achieve and demonstrate an appropriate level of cyber resilience in relation to the essential functions performed by the Company. Every employee has responsibility for cyber security and must follow our internal policies, be sensitive to threats and report suspicious activity. We deliver monthly cyber security training courses through an online cyber training platform. This is also used to run quarterly email phishing tests. For both of these, additional training is oﬀered to employees who don’t reach an acceptable standard. Cyber security was monitored by the Audit & Risk Committee through the Technology Sub-Committee, which met three times during the year. Additionally, there is growing regulation around data protection and data privacy. A breach or failure of our or a third‑party’s digital infrastructure, including control systems, due to breaches of cyber defences, negligence, intentional misconduct or other reasons, could disrupt our operations and result in the loss or misuse of data or sensitive information, including employees’ and customers’ personal data. Our Data Privacy team, who report to our General Counsel, work with our Cyber Security team to ensure that we implement appropriate technical and organisational measures to protect personal data being handled within the business. During 2024, we have focused on the following improvements in our infrastructure, processes and procedures: • Engagement of a full‑time CIO/CISO • Renewed our Cyber Essentials Plus certiﬁcation • Completed a ISO 27001 Gap Analysis • Restricting access to Company network and data assets to recognised devices and tokens • Exploiting additional security features of the Google Identity Platform • Enhanced data protection guidance on marketing and advertising • Programme for improved information security awareness • Implementation of an internal data protection helpdesk and a data protection workload task management system • Improved subject access request process, dashboard, and reporting • Addressing security vulnerabilities identiﬁed through internal audits and investigations • Data ﬂow mapping for key business data processing activities • Transition to new external data protection training providers In 2025, we will continue to improve our approach to cyber and data security through a number of improvements, including: • Aligning to the ISO 27001 framework by deﬁning a Security Roadmap • Resourcing further internal cyber expertise • Improved logging and analysis tooling • Renewed focus on policy awareness and implementation Cyber and data security Environmental, Social & Governance continued Governance continued Governance Financials 66 Pod Point Annual Report and Accounts 2024 Strategic Report The Pod Point team is dedicated to engaging with, and providing value to, our wide range of stakeholders. The Directors are aware of their duty under Section 172(1) of the Companies Act 2006, to act in the way they consider, in good faith, would be most likely to promote the success of the Company for the beneﬁt of its members as a whole, and in doing so have regard (amongst other matters) to: • The likely consequence of any decision in the long term • The interests of the Company’s employees • The need to foster the Company’s business relationships with suppliers, customers and others • The impact of the Company’s operations on the community and the environment • The desirability of the Company maintaining a reputation for high standards of business conduct • The need to act fairly as between members of the Company • The following disclosure describes how the Directors have had regard to the matters set out in Section 172(1)(a) to (f) and forms the Directors’ statement under section 414CZA of the Companies Act 2006. The Board believes that maintaining strong relationships with, and considering the interests of, all our stakeholders is fundamental to delivering sustainable long-term success. Engagement with stakeholders is direct, with Board members themselves, or indirect through senior management and their teams. The Board considers the needs of and potential impact on our stakeholders when discussing and deciding on issues of strategic importance. The Board and Leadership Team continue to develop governance and decision-making processes to ensure that the interests of stakeholders are at the heart of strategic decision-making and ﬁrmly embedded in the culture throughout the Company. The Board therefore conﬁrms that throughout the year under review it acted, and continues to act, to promote the long-term success of the Company for the beneﬁt of shareholders, while having due regard to the matters set out in Section 172(1)(a) to (f) of the Companies Act 2006. Section 172 statement Governance Financials 67 Pod Point Annual Report and Accounts 2024 Strategic Report Customers Our approach Our customers are EV drivers, car manufacturers, business owners, third‑party installers/wholesalers and energy supply companies – and they’re at the heart of everything we do and how we do it. Our primary aim is always to provide them with the highest levels of service, innovation and reliability – so that they trust us, recommend us and keep coming back to order more chargepoints and services. We are partnered with eight OEM brands and over 150 ﬂeet companies providing home charge solutions to customers ranging from end‑user van drivers, company car drivers and customers beneﬁtting from salary sacriﬁce agreements. We have enabled some of the largest workplace charging installs across the UK. How we engaged • Discussed product and proposition innovation with our Pod Point owners’ consumer group (Pod Point Labs), OEMs, and commercial customers • Engaged with existing Pod Point customers on energy tariﬀ preferences and requirements • We delivered in-person and remote training sessions for our dealer and OEM client base • Engaged with the PAS1899 Call for Evidence process via ChargeUK, feeding in views on pragmatic approaches to making charging infrastructure as accessible as possible for all customers • Worked directly with homebuilders, workplace landlords, and workplace tenants • Commenced engagement with prospective international partners on various opportunities for distribution partnerships to support our international expansion • Through our ongoing engagement with Which? as part of our Trusted Trader Accreditation, we continue to receive customer feedback on our products and services • Completed a range of insight studies with in‑market car buyers to understand evolving customer requirements – including customer segmentation (UK Home and UK Workplace markets) and pricing and proposition research • We ran Beta trials with existing customers to test and gather feedback on our new home charger, the Solo 3S, ahead of launching in May What we discussed • The diﬀerent types of EV energy tariﬀs available today and what future innovation in this space may look like • The factors that impact consumers’ buying decisions and the information they need to be comfortable in making a purchasing decision • The needs and requirements of business customers who require workplace charging • The increasing importance of energy tariﬀ and the link between charger and charging • Building the base level of EV charging knowledge across dealerships to ensure they are correctly qualifying potential EV customers • Driver charging behaviours and demands in the domestic and commercial setting; demographic and socio-demographic insight; and chargepoint locations versus driver demand • Shortly after appointment, our CEO met with our some of our UK Commercial customers to discuss the business and our products and services Outcomes of engagement • The full market launch of our Solo 3S home charger to market in May, bringing solar integration and OCPP technology • A market ﬁrst charger and charging bundle with EDF – Pod Point Plug & Power – allowing consumers to spread some of the charger cost across their energy tariﬀ • In November we launched our Pod Point Plug In Smart tariﬀ trial, in partnership with EDF • Our Dealer team, with many dealer groups growing to over 1,000 dealership sites in 2024, including Sytner, DM Keith and Speedwell Group • Launched our Installer App, which targets improvements in installation eﬃciency and quality, whilst creating foundations for deeper installer engagement Section 172 statement continued Governance Financials 68 Pod Point Annual Report and Accounts 2024 Strategic Report Partners Our approach We work closely with a number of key partner organisations that play a vital role in supporting us in our vision to enable driving that doesn’t cost the earth. These include our strategic manufacturing partners Celestica and Note – the manufacturers of our in-house designed and branded AC chargepoints. This extends to our operations and our selected chargepoint installation partners. How we engaged • Regular virtual and in-person meetings and site visits with key senior stakeholders within critical partners • Quarterly business reviews to ensure that all standards are being maintained and improved • Formal supplier audits with our key suppliers, supported by a Supplier Code of Conduct and with clear processes for dealing with non-compliance • Broadened our approach to ensure we engage and develop suppliers critical to the business • Further development of key policies and procedures to enhance our approach to supplier relationship management and on-boarding • Clear contractual KPIs and service‑level agreements giving structure to the relationship • Introduction of new systems to increase the robustness of how we engage with suppliers, control our documentation and support our tender process • Ran tenders to ensure we are engaging with the correct suppliers allowing Pod Point to grow What we discussed • The impact of macroeconomic issues on the surplus of key components within the supply chain and how we balance the outcome with our key suppliers • Changes to ethical, environmental and quality performance • Auditable ESG metrics with our key suppliers and development of improvement activities and targets • Enhancements to our forecast to commit process, enabling our supply partners to be fully involved in the end‑to‑end delivery to maximise their responsiveness to changes • Clear actions to improve supplier performance • Next‑generation products • Entering into Europe with additional requirements highlighted • Quality metrics to drive best customer experience • Shortly after appointment, our CEO met with our largest supplier to discuss the business as part of the annual review Outcomes of engagement • Minimised ﬁnancial impact by control of spot‑buy and excess inventory through active engagement with partners • De‑risking supply chain by increasing the number of suppliers providing critical components supported by our partners • Widening engagement to include engineering to support development of next generation products • Working with our manufacturing partners to locally source raw materials to maximise cost improvements and ESG metrics • Maintained strategic relationships with key partners by having regular senior stakeholder engagement with clear KPIs • Meeting of all critical deadlines to support our product enhancements • Continued balancing across key manufacturing suppliers to maximise cost beneﬁts • Improved quality standards through management of parts per million improvements • Successful launch in one region and readiness for launch in another region • Introduction of new third‑party logistics to enable support across the UK and Europe Section 172 statement continued Governance Financials 69 Pod Point Annual Report and Accounts 2024 Strategic Report People Our approach We strive to create a diverse working environment where our people fulﬁl their potential, feel valued at all times, and embody the Pod Point culture and values. How we engaged • Our CEO led monthly all‑hands meetings, providing a platform for open dialogue, and Q&A sessions, with ad hoc meetings to address crucial events • From appointment, Melanie Lane has produced a series of 15 Vlogs, exploring diﬀerent leadership and management subjects, providing updates on various matters and having discussions with diﬀerent colleagues across the business • The Board attended a session with the Training Manager and Operations colleagues to better understand our chargepoint, and the installation and maintenance processes • We continued to enrich the knowledge base of our workforce through regular Academy sessions, in which internal and external speakers shared insights and facilitated discussions on a wide range of topics • At Pod Point, employee feedback is invaluable. We gathered insights through pulse and engagement surveys during the year • To encourage candid feedback, we continued to utilise an anonymous ‘Raise Your Hand’ online form during our monthly all‑hands meetings, and outside of those meetings. Leadership actively reviews submissions and addresses them individually or collectively during these meetings • Through our wellbeing hub on the intranet and through our EDI Taskforce we have continued to carry out a wide variety of regular activity throughout 2024 • Our Non‑Executive Director for workforce engagement met regularly with our CEO, CPO and Head of Health & Safety, as well as attending two All Hands meetings and a virtual engagement session What we discussed • The signiﬁcant leadership transition with Melanie Lane joining as CEO and a number of associated leadership changes • Our business performance • Changes to our strategy, ways of working and internal structures to ensure that we are best placed to deliver on our strategy • Feedback from our people on how we handled a collective consultation process in early 2024, and their recommendations on ways to improve their overall experience at a diﬃcult time • Diversity and inclusion were central to our discussions. We celebrated Black History Month with a comprehensive campaign, initiated by our EDI Taskforce, which included educational activities, panel discussions, and community engagement • Wellbeing and the importance of 'arriving alive' – a phrase used by our CEO to denote the importance of wellbeing in our workplace • Shout‑outs to celebrate the excellent contribution made by colleagues across the business • The role of the Board and the role of the Remuneration Committee in deciding Executive pay Outcomes of engagement • We have continued with regular monthly all hands meetings as well as functional stand-ups, which are well attended, to foster open communication and transparency between senior management and all employees • We have continued to use our intranet as a key platform for our people to access regular news updates, tools and information • In response to valuable feedback from our people, we have further improved our performance management processes and will be rolling out a new tool to facilitate a more coaching-led approach to performance management and facilitate regular and ongoing two‑way dialogue • We actively encouraged our employees to disclose diversity data, a crucial step in our journey to monitor our diversity and inclusion statistics. This data enables us to assess our performance in this vital area and implement targeted initiatives to enhance diversity and inclusivity • We have reviewed our engagement forums and are introducing a new Employee Voice Network of champions • In addition to existing oﬀerings, we have introduced Unmind, a new mental wellbeing app. Additionally, we provided outplacement support to employees impacted by organisational design changes and made adjustments to the consultation process as a direct result of their feedback Section 172 statement continued Governance Financials 70 Pod Point Annual Report and Accounts 2024 Strategic Report Society and environment Our approach Our vision is to enable driving that doesn’t cost the earth, by helping people switch from ICE cars to EVs and by looking at our own impact on the environment. We’ve already played an important role in developing the UK’s EV charging infrastructure – and now we’re poised to do even more. How we engaged • We entered our second year as a founder member of ChargeUK, with our Head of External Aﬀairs elected to the Board as Chair of the Comms Committee and our CEO attending a members meeting • We leveraged our membership of the Association of Decentralised Energy ("ADE") and longstanding membership of Energy UK to further realise our ambitions in ﬂex • Pod Point engaged through all available forums to ensure the ZEV Mandate retains its eﬀect in the face of pressure from the incumbent OEMs • With a General Election in the middle of the year, and a likely change of government, Pod Point engaged with the incoming Transport and Energy teams • Our Vice President of Grid joined the workgroup for Elexon’s P483 modiﬁcation to work towards enabling ﬂex services to be provided to those who don’t have half hourly settled metering • Our Grid Management Lead spoke at UKPN’s Flexibility Forum, while our Head of External Aﬀairs presented at the Rho Motion' Charging Market Dynamics' seminar at the Royal Society • Through our ESG Committee and ESG Working Group, we monitored the progress of our sustainability initiatives to enhance both our environmental performance and that of our supply chain What we discussed • Pod Point promoted a proposal to modify the Renewable Transport Fuels Obligation to include electricity as a renewable fuel type, in line with Austria, Belgium, France and the Netherlands. This would provide a revenue stream from oil companies to facilitate EV charging infrastructure rollout • Current and upcoming government policies, in particular: the 2030 date for the ban on new ICE vehicle sales, the ZEV Mandate; the Public Charge Point Regulations; and the Local Electric Vehicle Infrastructure fund. Even when policies do not directly aﬀect Pod Point’s core business, it is crucial to establish the right policy framework for the deployment of EVs and EV infrastructure in a way that beneﬁts drivers • Overcoming barriers to more ﬂex markets. The P483 Elexon engagement, together with the go live of the Elexon’s P415 modiﬁcation, are allowing a signiﬁcant proportion of Pod Point’s existing and future network to have potential access to various ﬂex markets, without major product or regulatory changes • Solutions to accelerate the rollout of public charging infrastructure – planning, grid connection and other barriers that prevent quicker charger deployment • Ways to ensure charging infrastructure is suitably inclusive and accessible for all drivers • A joint engagement via ChargeUK Comms Committee with the SMMT and AutoTrader to dispel myths about driving an EV • Expectations for our suppliers in respect of their environmental performance Outcomes of engagement • ChargeUK goes from strength to strength. As a trade association representing the UK’s EV charging infrastructure, ChargeUK works collaboratively with government and other stakeholders to break down barriers and shape the policies and regulation needed to enable the transition to electric vehicles. Pod Point’s policy engagement continues to yield material results, for example, by mitigating the most negative impacts of the Public Charge Point Regulations • Pod Point has received a positive response from event attendees and on social media, as well as through its speaking engagements and promotional activities • The ESG Committee monitored completion of the 2024 core environmental sustainability activities and approved the core activities for 2025 • We became ISO 14001 certiﬁed in respect of our EMS enabling management of our environmental responsibilities in a systematic way • We established our Supply Chain Sustainability Programme, further details of which can be found on page 64 Section 172 statement continued Governance Financials 71 Pod Point Annual Report and Accounts 2024 Strategic Report Shareholders Our approach We aim to deliver shareholder value over the long term and engage regularly with our shareholders. This not only ensures that investors understand our strategy, objectives and progress, but also enables our Board to access the wealth of experience and expertise that our major shareholders can provide. How we engaged • We held our virtual AGM in June 2024 • Our CEO and CFO hosted investor roadshows following our preliminary and interim results announcements • Shortly after appointment, our CEO held introductory meetings with a number of investors and advisors • At an Energy Flex Capital Market event the Company held in July 2024, which was hosted by our CEO, CFO and Vice President of Grid • At scheduled and ad hoc meetings with current and potential investors providing information on our Company and responding to important events • We engaged in dialogue with our major shareholders on a number of diﬀerent subject matters • At analyst and broker brieﬁngs, and feedback following meetings with major or prospective shareholders, are circulated to Directors • Our Chair of the Remuneration Committee wrote to our largest shareholders highlighting some of the key remuneration decisions made in 2023, and oﬀering an opportunity to discuss them in more detail • Our Chair and CEO maintain regular dialogue with our major shareholder, EDF What we discussed • Our ﬁnancial results and performance, providing opportunities for our shareholders to ask questions to better understand our business and market • Transition of leadership from Andy Palmer to Melanie Lane and change of CFO • During introductory meetings Melanie Lane was to enable her to share her initial thoughts on the business and allow investors to ask questions • Performance against our Powering Up strategy and the milestones we set out in 2023 • A deep dive into our Energy Flex business and the complexities of the ﬂex market, enabling investors to better understand the market and its beneﬁts to Pod Point • Changes in senior management that took place during the year • Key remuneration decisions in the context of the Powering Up strategy • The £30 million credit facility provided by EDF and potential drawdown Outcomes of engagement • The Board continued to focus on the Group’s strategy, Powering Up, and spent signiﬁcant time on a strategic review, evaluating the strategy in the context of a challenging external market • Participation at an EV conference held by our brokers, in a bid to continue providing education on the ﬂex market • Executive incentivisation designed to drive our growth strategy • We continued to omit the purchase of own shares resolution from our notice of AGM to protect against an increase in the controlling shareholder’s voting rights following previous engagement • All resolutions passed at the 2024 AGM with at least 99% of votes in favour and over 70% of total voting capital instructed Section 172 statement continued Governance Financials 72 Pod Point Annual Report and Accounts 2024 Strategic Report Non-ﬁnancial and sustainability information statement This section of the Strategic Report constitutes the Company’s Non‑Financial and Sustainability Information Statement, produced to comply with sections 414CA and 414CB of the Companies Act 2006. The information listed is incorporated by cross‑reference. Reporting Requirement Where to ﬁnd more information in this report Supporting policies and procedures Section Page(s) Business model Business model 16 to 20 – Non‑ﬁnancial KPIs KPIs 30 – Principal risks Risk management 75 to 84 – Environmental matters Environment (ESG) 34 to 62 Our Environmental Policy can be found at pod‑point.com/legal/policies Climate disclosures Environment (ESG) TCFD statement 34 to 40 42 to 54 Human rights Governance (ESG) 64 Our Modern Slavery Statement can be found at pod‑point.com/ legal/modern‑slavery‑statement Employees Investing in talented people (ESG) 55 to 59 – Social matters Social (ESG) 60 – Anti‑bribery and corruption Governance (ESG) 62 Our Anti‑bribery and Corruption Policy can be found at pod‑point.com/legal/policies The Strategic Report was approved by the Board on 11th June 2025. By order of the Board Anita Guernari Company Secretary Governance Financials 73 Pod Point Annual Report and Accounts 2024 Strategic Report Risk management Risk management Eﬀective risk management is essential to the achievement of our strategic objectives and driving sustainable business growth. We aim to maintain an appropriate balance between protecting the Company against speciﬁc risks and encouraging the appropriate and monitored risk‑taking and innovation that allows us to take advantage of business opportunities. Our approach to risk management has always been an integral part of our overall governance and management approach, and is centred around identiﬁcation, assessment, monitoring and management of risk. Governance Financials 74 Pod Point Annual Report and Accounts 2024 Strategic Report Risk management continued Responsibility for risk With respect to risk, we believe the role played by our operational teams and management is just as important as the role played by the Leadership Team, the Audit & Risk Committee, and the Board. While the Board has overall responsibility for the assessment and management of risk, it is our open culture of ownership and responsibility for the governance of risk that sets the tone across the business. Risk identiﬁcation Our approach to risk combines a top-down strategic view that meshes with a bottom-up reporting and escalation culture. It is critical to empower our people to speak up and to provide the right conditions for risk identiﬁcation, discussion and escalation. The strategic view involves assessing our external environment in order to evaluate the risks to which we are comfortable being exposed, as we pursue our performance objectives – this is our risk appetite. The bottom-up reporting culture allows for the identiﬁcation, management and monitoring of risks in each area of the business, thus ensuring that risk management is embedded in our everyday operations. Our Leadership Team critically assesses all risks identiﬁed as part of the process, challenging our collective thinking to try and ensure that all risks have been considered. Horizon scanning is an integral part of the risk identiﬁcation process, ensuring that emerging risks are ﬂagged and monitored at an early stage. Together we work to ensure identiﬁed risks are accurately and appropriately described in our risk register before we start a process of risk scoring and tracking mitigating actions for each risk. Risk measurement and tracking We developed our risk register so that the key risks we identify can be scored, with actions taken to mitigate and control them tracked and monitored. Our risk register has been continuously developed since it was ﬁrst established during the IPO process. The risk register helps to identify the actions required going forward to: • ensure greater consistency of controls across the business • consider the need for additional controls or a change to current systems and processes • protect the business from unexpected events and to develop resilience to minimise their impact • minimise the risk of contagion between risks (i.e. where one risk triggers another have a cumulative eﬀect on the Company) • improve the eﬃciency and eﬀectiveness of ﬁnancial and operational systems and processes • track our emerging and principal risks and to assess whether they are intensifying or abating Risk management and monitoring Performance monitoring of risk management activity must ensure that the treatment of risks remains eﬀective and that the beneﬁts of implementing risk control measures outweigh the costs of doing so. Performance monitoring is a continual review not only of the whole process, but also of individual risks or projects and of the beneﬁts gained from implementing control measures. For the year ended 31st December 2024, the Board considered that our risk management processes remained eﬀective. Climate-related risks We exist so that driving doesn’t cost the earth. Climate change and the implications of climate‑related risks are key issues that are central to our business. We have integrated climate-related risk assessment into our broader risk management processes, enabling a deeper, structured analysis of climate‑related risks that is consistent and proportionate to all risks aﬀecting the Company. In doing so, climate-related risks are subject to the same governance, review process and management attention as other risks recorded on our risk register. As the timeframes for occurrence of climate-related risks can be longer than for other risks, we have factored this into our assessment by looking at their short, medium and long-term impact, and prioritising accordingly. Our key climate‑related risks that may aﬀect the business and/or may contribute towards some of our principal risks are summarised on page 49. Whilst climate‑related risks are not currently recognised as posing a principal risk to the Company, given the signiﬁcance of climate change to our mission, the Board and the Leadership Team continue to review the potential impact of climate change on the Group and its stakeholders. Risk appetite and tolerances We recognise the need for informed risk-taking in order to deliver sustainable and proﬁtable business growth. As part of review of the risk management process in 2023, we have developed a new risk classiﬁcation system that reﬂects our risk appetite as a business. Each risk on the risk register is classiﬁed by our Leadership Team into one of the following categories: Risk classiﬁcation Risk assessment Risk tolerance Accept Risk is at an acceptable level to be managed operationally No speciﬁc actions required. Risk is recorded on the risk register but not speciﬁcally reported to the Audit & Risk Committee and Board Monitor Risk must be monitored by business at its current level Requirements for appropriate tracking and reporting on risk to be agreed and recorded in the risk register Mitigate Risk is at an unacceptable level and must be mitigated Mitigation actions must be taken to reduce risk over an agreed and appropriate timeframe Regular monitoring and reporting of agreed KPIs to track risk mitigation with speciﬁc actions to be taken if improvements are not being achieved Avoid Risk is at an unacceptable level and must be avoided Urgent intervening action must be taken to remove/materially reduce risk in the short term Mitigation actions must be SMART with ownership and timeline for delivery of mitigation actions agreed with and reported to the Audit & Risk Committee and Board Governance Financials 75 Pod Point Annual Report and Accounts 2024 Strategic Report Risk management continued Our risk management framework and internal control environment Our risk management framework and internal control environment can be seen in the following diagram. Formulates risk management policies in terms of the approved risk management framework to ensure risks are managed within accepted tolerance levels Assesses and monitors risks on an ongoing basis Leadership Team Monitors and reviews material safety, health, environment and other sustainable development risks, including climate-related risks and opportunities ESG Committee Reviews and monitors the adequacy and eﬀectiveness of the Group’s internal control and risk management processes Ongoing review of the principal risks through the course of the year Approves the annual Internal Audit Plan Ensures additional lines of assurance over risk management in the form of independent assurance and internal and external audit Audit & Risk Committee Works with the Leadership Team with respect to identiﬁcation of climate‑related risks and the implementation and oversight of strategies for management and mitigation of climate-related risks across the business Sustainability team Responsible for identiﬁcation of existing and emerging risks in relation to their functional area. Responsible and accountable for implementation of strategies to manage and mitigate business risks in the relevant functional area Group functions Overall responsibility for the Group’s strategy and risk management Determines risk appetite in line with Group strategy and approves the Group’s risk management framework Approves the annual budget and three‑year plan Board Principal risks The Board has carried out a robust assessment of the Company's emerging and principal risks, including those that would threaten the business model, future performance, solvency or liquidity. The following list of principal risks are those which individually or collectively might be expected to have the most signiﬁcant impact on the long-term performance of the business and its strategic priorities. It is not intended to be an exhaustive list and additional risks not presently known to management, or risks currently deemed to be less material, may also have potential to cause an adverse impact on the business. We indicate the link to our strategic priorities and any change in risk scoring since our 2023 Annual Report. An explanation of how the Company manages ﬁnancial risks is also provided in note 21 to the ﬁnancial statements. Although we did not identify any new principal risks in the year, a number of principal risks have increased since FY2023, including: Competition in our industry (PR2) There is increasing activity from energy retailers becoming more aggressive in EV charger marketing and customer acquisition. We have also seen a shift in customer behaviour, where EV tariﬀs have a greater inﬂuence on a customers' choice of charger. The decline in our revenues and ﬁnancial trading performance has aﬀected our liquidity and closing net cash position, resulting in the need, in Q1 2025, to draw on the facility provided by our major shareholder, EDF. Government and regulatory initiatives (PR5) Following the UK Government's consultation on the ZEV Mandate, the headline targets remain in place, although manufacturers have greater ﬂexibility in meeting the targets and can shift more EV sales to later years, which could have implications for the pace of EV adoption and the broader automotive market. Ability to hire and retain management, and key, qualiﬁed and other skilled employees (PR9) and delay or disruption to execution of our international expansion and Energy Flex plans (PR10) Redundancy processes took place at the beginning and end of 2024, which negatively impacted culture and engagement. There are positive signs culture is rebuilding (evidenced by our Q1 2025 engagement survey) but continuing to improve is a focus to ensure we are able to retain key management and employees, including those engaged in international expansion and Energy Flex, which operate in small teams. Governance Financials 76 Pod Point Annual Report and Accounts 2024 Strategic Report Risk management continued 1. Our growth and success is highly correlated with, and thus dependent upon, the continuing adoption of and demand for EVs Risk and impact Mitigation The EV market is still relatively new and continues to evolve through changing technologies, price competition, additional competitors, evolving government regulation, policy and industry standards, frequent new vehicle announcements and changing consumer demand and behaviour Slower sales of EVs may result in lower demand for charging equipment, thereby impacting Pod Point’s revenue. A slower than anticipated increase, or even a decrease, in the sales of EVs in the UK could have a material adverse eﬀect on our business, ﬁnancial condition, results of operations and prospects Continuous monitoring of the EV market through discussions with automotive EV OEMs Our install capability uses third‑party sub‑contractors to help us eﬀectively manage variations in the pace of growth and keep costs down Monitoring, and actively engaging with, the development of government regulation and policy aﬀecting demand for EVs in the UK to try to ensure that government departments and regulators have real and current data on which to base their decisions, plus it gives us insights into future regulatory and policy changes so that we may adjust our strategy accordingly Monitoring and assessing use of the charging infrastructure across both our Owned Assets charging network and the network we manage on behalf of our customers. Usage patterns then inform our investment decisions Our Powering Up strategy focuses the business on our core strengths and driving value from adjacent markets such as grid load management and Energy Flex to access high margin revenues. At the same time, international expansion into carefully chosen EU markets will also mitigate our exposure to the UK’s EV market risk Strategic impact key: 1 UK Home 2 UK Workplace 3 International Home 4 Energy Flex and Recurring Revenue 5 Cost Eﬃciency 1 2 3 4 Stable Governance Financials 77 Pod Point Annual Report and Accounts 2024 Strategic Report Risk management continued 2. Competition in the industry and market segment in which we operate may materially adversely aﬀect our market share, margins, overall proﬁtability and liquidity Risk and impact Mitigation Our industry and market segment are highly competitive, and we face signiﬁcant competition from large international organisations and energy companies, oﬀering a range of competitively priced chargers from diﬀerent brands, as well as smaller start‑ups Electricity suppliers are now oﬀering a wide array of EV tariﬀs designed to cater to diﬀerent consumer preferences and charging habits, which can inﬂuence a customer's choice of chargepoint Our current automotive OEM partners may decide to develop or acquire certain capabilities in‑house, reducing demand for our products, systems and services Automotive OEMs could also use their size and market position to inﬂuence the market. These developments could limit our addressable market and our ability to gain new customers and therefore could negatively impact our business Losing market share to competitors and consequent fall in revenues can materially impact the Company's liquidity Continuous monitoring of the competitive landscape including pricing, technological innovation and product developments to enable us to adapt and pivot to meet the changing needs of customers Investment in our product technology and customer proposition, including with the continued development of Energy Flex services as described on page 23, to ensure we stay at the cutting edge of the market To retain our ability to respond in a competitive market, we focus on supply chain resilience and developing our products to innovate our features in line with customer requirements, competitor products and to create component ﬂexibility and reduce costs We cultivate our relationships to create value for our key customers and partners, such as car OEMs and with retail energy suppliers, to deliver incremental income for Pod Point Our deep experience in the sector and our range and depth of contacts – including longstanding commercial relationships with the automotive OEMs, housebuilders and energy suppliers such as EDF – allows competitive risks to be identiﬁed, assessed and mitigated quickly and eﬀectively 3. Product development delays and a failure to innovate Risk and impact Mitigation As the EV charging market becomes increasingly competitive, we must plan ahead, innovate swiftly and ensure timely execution of product and services developments to grow our market share, respond to competitor disruption and to understand and satisfy our customers’ needs Our focus on proﬁtable activities such as Energy Flex requires us to better understand the dynamics of energy trading markets and to ensure that we develop eﬀective technologies and a services proposition to maximise the value opportunity for the Company as well as for our customers and partners A failure to innovate and develop our products and services to meet evolving regulations and industry requirements in areas such as cyber security, data privacy and sustainability could aﬀect our competitive position, brand and reputation, which in turn could impact proﬁtable and sustainable growth In early 2025, we introduced a new operating model which establishes a robust demand management and prioritisation process to ensure that product and tech are aligned to customer needs Our Product and Customer Insights team continue to monitor external market trends, working with our Policy and Regulatory Focus Group, to collect customer insights and to develop product strategies Our product governance framework reinforces the careful management of Company investment and resources towards product development that underpins the execution of our strategic objectives, whilst ensuring that regulatory, risk and sustainability considerations are built into the product development processes 1 2 3 4 Increased 1 2 3 4 Stable Strategic impact key: 1 UK Home 2 UK Workplace 3 International Home 4 Energy Flex and Recurring Revenue 5 Cost Eﬃciency Governance Financials 78 Pod Point Annual Report and Accounts 2024 Strategic Report 4. High lead times for speciﬁc commodities or loss of a major supplier could have a material adverse eﬀect on supply to Pod Point impacting our ability to produce volume quantities of our chargepoints Risk and impact Mitigation Loss of or production disruption at a major supplier, such as Celestica Inc, could have a material impact on our ability to supply chargepoints for a period of time whilst new suppliers are onboarded Reliance on a limited pool of component suppliers means that production disruption, if not managed correctly, could have an adverse impact on production volume, revenue and proﬁtability, brand and customer satisfaction Macroeconomic supply chain volatility means the unexpected increases in componentry costs can directly increase our cost of materials impacting gross margin and the Group’s business Celestica Inc, who are our primary manufacturer producing in excess of 80% of our chargers, is a global leader in manufacturing and supply chain solutions. It is a tier one electronics manufacturing services company, giving it a robust credit standing. We have developed our business continuity planning with Celestica in particular, to ensure we are prepared in the event of any disruption to production Our Supply Chain team work closely with all key suppliers to ensure that they are meeting consistent standards expected under our Supplier Code of Conduct We have a robust supplier onboarding process, which reviews all aspects of suppliers together with an assessment of risk for each supplier We carry out quarterly reviews with our key suppliers to ensure that the relationship remains strong, whilst also giving us good visibility over any future potential issues We maintain stock levels of ﬁnished products to cope with any unexpected upsides or disruptions in supply to minimise any delay in supplying products Our manufacturing partners have capability and readiness to scale in line with our demand proﬁles We are continually working with our engineering teams to ensure parts are multi‑sourced wherever possible. Where it is not possible to multi-source, we have engaged with alternate suppliers to understand their capabilities and to take preparatory steps, where possible, to allow us to pivot as quickly as possible in the case of major production issues Risk management continued 1 2 3 5 Stable Strategic impact key: 1 UK Home 2 UK Workplace 3 International Home 4 Energy Flex and Recurring Revenue 5 Cost Eﬃciency Governance Financials 79 Pod Point Annual Report and Accounts 2024 Strategic Report Risk management continued 5. Government and regulatory initiatives, the outcomes of which are unknown, could materially impact our business Risk and impact Mitigation As the market for EVs, EV‑related products and associated services, is relatively new, it is the focus of various ongoing government and regulatory initiatives and enquiries, the outcomes of which are unknown and could impact our ability to pursue our intended strategies or customer behaviours If we are unable to comply with any laws or regulations that are introduced, we could be subject to signiﬁcant liabilities, which could adversely aﬀect our business We continue to maintain good relationships with the various government departments that potentially impact our business. We actively engage with government and regulatory consultations, which provide valuable insights into policy direction that we feed into our strategy We seek to engage with policymakers and the wider industry via the leading trade association ChargeUK. We were one of the founding members of ChargeUK We have a Policy and Regulatory Focus Group, bringing together key stakeholders from across the business, to ensure that we retain our focus on future new or changing policy or regulations, in all countries in which we operate, that may create opportunities or risk for the Company International expansion into carefully chosen EU markets will also mitigate our exposure to policy risk in the UK. Governments across Europe are promoting the transition to EV in their countries through the application of domestic and EU-supported grants and subsidies 1 2 3 4 5 Increased Strategic impact key: 1 UK Home 2 UK Workplace 3 International Home 4 Energy Flex and Recurring Revenue 5 Cost Eﬃciency Governance Financials 80 Pod Point Annual Report and Accounts 2024 Strategic Report 6. We are exposed to health and safety risks related to our products and the installation, maintenance and operation of electrical equipment and systems Risk and impact Mitigation All chargepoints conduct electricity and as such carry an inherent potential electrical hazard risk Our chargepoint operations involve the installation, maintenance and operation of electrical equipment and systems, which could expose our customers, employees, partners, installers and the public to a number of hazards, including electrical lines and equipment, mechanical failures, transportation accidents and adverse weather conditions These hazards can cause personal injuries and loss of life, damage or destruction of property and equipment, and other related damage, liability or loss Our Head of Health and Safety is responsible for providing advice on all related matters and to ensure our standards and methods for internal reporting and management of health and safety risks are appropriate We ensure our domestic and commercial chargepoints are designed and manufactured to meet all appropriate industry standards and regulations We perform regular checks on our installers with respect to installation standards and practice, and availability and usage of the appropriate tools, equipment and PPE during installation, maintenance, surveying and other activities We check for compliance with the Electricity at Work Regulations and the IET Wiring Regulations. Our work standards are overseen by the National Inspection Council for Electrical Installation Contracting along with internal quality assurance We encourage a culture of continual improvement, with reporting of accidents, injuries, near misses, installation issues and concerns raised and handled in an open and supportive manner We maintain rigorous health and safety training standards, frequently update employee training in this area and conduct thorough risk assessments before undertaking large installations Risk management continued 1 2 3 5 Stable Strategic impact key: 1 UK Home 2 UK Workplace 3 International Home 4 Energy Flex and Recurring Revenue 5 Cost Eﬃciency Governance Financials 81 Pod Point Annual Report and Accounts 2024 Strategic Report Risk management continued 7. Our technology could have undetected defects, errors or bugs in hardware or software Risk and impact Mitigation Our software and hardware may in future contain undetected defects or errors As we continue to evolve the features and functionality of our software platform and chargepoint hardware through updates and enhancements, it is possible that this process may introduce defects or errors that may not be detected until after deployment If updates or patches are not implemented, or our products and services are not used correctly or as intended, inadequate performance or disruptions in service may result We may be subject to claims in respect of chargepoints that have malfunctioned causing damage to persons or property We continue to invest in and improve the functionality and design of our chargepoints and the software and systems which support them The new software development structure moves us towards continuous integration and delivery, allowing us to verify and release software more quickly and reliably Our Hardware team works with a world-class manufacturing partner, who can assist with the validation and testing of our devices. We also engage with external test houses, such as the British Standards Institution to assist with compliance testing In 2023 we extended the number of tests we execute on our hardware release, which included the introduction of sun exposure testing and cycle testing 8. Disruptions to our network and IT systems, including from malware, viruses, hacking, phishing attacks and spamming Risk and impact Mitigation IT systems failures, including risks associated with upgrading systems, network disruptions or a cyber attack could disrupt operations, lead to fraud by compromising our cyber security, loss of customer data or Group information leading to potential liability, regulatory sanctions, increased costs, loss of business and reputational damage 3G and 4G network outages could adversely aﬀect our network communication capabilities, as well as user interaction with our mobile application and chargepoints We apply market standards in relation to encryption, virus protection and data security and have processes and policies in place to react and respond to signiﬁcant incidents and disruptions to business continuity In 2023, we implemented enhanced authentication platforms and application ﬁrewalls in front of all public-facing services, and Microsoft single sign-on and multi-factor authentication across our platforms We use third‑party ﬁrms to test the robustness of our systems and processes We improved communication technology in our chargepoints to reduce the impact of weak and or intermittent network coverage We are continuing to invest in the security infrastructure protecting our operating and backup systems as we continue to grow as an organisation Our Data Privacy Oﬃcer is also responsible for the maintenance of a robust programme of compliance with UK data privacy legislation (such as UK GDPR) in respect of our current business operations and is advising the business with respect to our plans to grow our International and Energy Flex segments 1 2 3 5 Stable 1 2 4 Slightly Increased Strategic impact key: 1 UK Home 2 UK Workplace 3 International Home 4 Energy Flex and Recurring Revenue 5 Cost Eﬃciency Governance Financials 82 Pod Point Annual Report and Accounts 2024 Strategic Report Risk management continued 9. Our success depends on our ability to hire and retain management, key employees and other qualiﬁed and skilled employees and we may not be able to attract and retain such personnel Risk and impact Mitigation The ability to hire and retain suitably skilled, capable, driven employees aligned to our vision, mission, purpose and values, is key to our success. After a period of signiﬁcant change, there is signiﬁcant focus on the risk of increased attrition and consequent damage to our employer brand Our future performance depends to a signiﬁcant degree on the continued service of senior managers and other key personnel, with critical know‑how and expertise. The loss of the services of one or more senior managers or other key employees could have a material adverse eﬀect on our business, particularly in small teams We have put in place competitive remuneration packages for all employees, which aim to encourage strong performance and the retention of key employees During 2024 organisational design was a key priority, identifying existing and new roles and capabilities required by the business Regular all‑hands team meetings are held with the CEO to ensure all staﬀ know and understand what is going on in the business and feel part of it. The Q&A session allows any question to be asked and feedback to be provided. We also undertake regular staﬀ surveys, which cover employee satisfaction levels, culture and beneﬁts, as well as diversity and inclusion. We also undertake detailed exit interviews to gather honest feedback on issues faced by employees and areas we can do better. In January 2025, we held an all Company event, bringing people together to create cohesion, collaboration and a feeling of togetherness, which was a great success. As part of this, we set out a clear plan for rebuilding culture and engagement with the launch of a new people proposition, values and ten people commitments for 2025. Initial signs are that the people plans we have put together are working with the March 2025 engagement survey showing a 22pt improvement in our Employment Net Promoter score vs the same point in 2024. 1 2 3 4 5 Increased Strategic impact key: 1 UK Home 2 UK Workplace 3 International Home 4 Energy Flex and Recurring Revenue 5 Cost Eﬃciency Governance Financials 83 Pod Point Annual Report and Accounts 2024 Strategic Report Risk management continued 10. Delay or disruption to execution of our international expansion and Energy Flex plans during a period of cost-optimisation and transformation Risk and impact Mitigation Executing all our strategic priorities, including international expansion and Energy Flex plans, particularly in an environment of material cost reductions, raises the execution risk. If managed poorly, resource constraints, loss of key staﬀ; and distraction, could lead to delay and disruption to the execution of the plan Failure to execute on international expansion limits our market to the UK and increases risks associated with a lack of geographical diversiﬁcation Execution of our Powering Up plan is supported by a robust governance framework that drives eﬀective internal communications, prioritisation, resource allocation and delivery The Board receives monthly revenue information in respect of Energy Flex and International and periodic updates on progress Energy Flex and International are small teams and potentially disproportionately aﬀected by a key member of the team leaving the business; the Board regularly monitors culture and engagement and ensures that senior team members are appropriately incentivised with respect to international expansion, we are initially pursuing a ‘capital‑lite’ approach to enable us to move quickly into selected markets to win immediately available trading opportunities We are working with global and local advisory teams (based in the target countries) to provide market insights, as well as legal, tax, ﬁnancial and other regulatory support 3 4 Increased Strategic impact key: 1 UK Home 2 UK Workplace 3 International Home 4 Energy Flex and Recurring Revenue 5 Cost Eﬃciency Governance Financials 84 Pod Point Annual Report and Accounts 2024 Strategic Report Risk management continued 11. Value from energy ﬂexibility services could be impacted by regulatory developments or unexpected changes in customer demand or behaviour Risk and impact Mitigation The evolution of EV charging technology towards the provision of smart charging and scheduling services to customers and ﬂexibility, and grid load management services to grid companies and energy retailers is nascent and CPOs in the UK have only recently embarked on the commercialisation of these services for their customers and partners. As with all new technology and markets, there is uncertainty in respect of regulatory developments, which may adversely impact the business case for pursuing ﬂexibility services and load management as a core part of the company strategy Customer participation in Energy Flex and Charge scheduling does not materialise at the same scale as anticipated Energy Flex services are impacted by a major cyber attack During 2023, we carried out extensive market research supported by a leading international strategy consultancy, that indicated there could be signiﬁcant value to be realised from the provision of Energy Flex services Our research draws on the business case of Energy Flex services provided by commercial battery storage, in conjunction with our own market and customer insights into evolving customer charging needs and behaviours Early results from our ﬂex activities are promising with revenue for 2024 exceeding initial expectations, reinforcing our conﬁdence in the future opportunity in this space Our Policy and Regulatory Focus Group, as described above, and our Grid team liaise closely with relevant government oﬃces and trade associations such as the Association of Decentralised Energy with whom we are members We will continue to plan ahead for any potential regulatory or market changes that could impact this strategy The introduction of P415 in 2024 suggests that policymakers are moving towards (rather than against) a more favourable regulatory landscape for CPOs to participate in the provision of ﬂexibility services to consumers 4 Stable Strategic impact key: 1 UK Home 2 UK Workplace 3 International Home 4 Energy Flex and Recurring Revenue 5 Cost Eﬃciency Governance Financials 85 Pod Point Annual Report and Accounts 2024 Strategic Report The Board has addressed the prospects and viability of Pod Point, in accordance with the UK Corporate Governance Code. Prospects Pod Point is one of the UK’s leading providers of EV chargepoints. We believe that driving, powered by renewable electricity, will protect our planet as well as being the most cost- eﬀective form of car transportation. As a market leader, we will play a major role in making that a reality. Within our strategic priorities we are on focused on the following markets: 1) UK Home 2) Energy Flex and Recurring Revenue 3) UK Workplace 4) International Home This means we will focus our attention on where we see the greatest growth potential and the strongest ﬁnancial returns. UK Home and UK Workplace markets represent around 70% of the market demand for chargepoints. These are the market segments with longer vehicle dwell times and therefore create the greatest value in grid ﬂexibility services. This will build a recurring revenue stream and a customer base of enduring lifetime value. In order to secure these recurring revenue streams, we are developing a new consumer proposition which focuses on a long-term relationship with customers and leverages the signiﬁcant value within the Energy Flex market. We remain conﬁdent that this strategy will allow us to maximise the opportunity presented to us by the ongoing growth in electric vehicles. Viability statement After taking into account our current position and the principal risks as described on pages 73 to 84 of this Annual Report, the Directors have assessed Pod Point’s prospects and viability. The funding currently available to the Group, including potential use of the remaining £15 million of the facility provided by EDF which is currently undrawn (of the total facility of £30 million) is not suﬃcient to meet the Group’s liquidity needs as forecast across the assessment period. The ability of the Group to draw down on the balance of £15m of this facility is subject to the agreement of EDF, which the directors believe will not be unreasonably withheld. Subsequent to the balance sheet date the terms of the facility were amended such that the amount of £15 million drawn down at the date of these ﬁnancial statements is repayable within 3 weeks of demand rather than 3 months of demand as per the original terms of the agreement. The Directors note the existence of a material uncertainty over going concern relating to the requirement for additional funding which is not yet in place and due to potential restructuring of the Group on a potential change in control. Central to the viability of the Group is a successful conclusion of a funding exercise. The Directors are of the view that the exercise to source this additional funding, which is being undertaken with the support of our major shareholder, will be successful, and that funding obtained will be suﬃcient to undertake the Group’s base case plans. In a severe but plausible downside scenario where market performance or the Group’s own performance are lower than forecast, then further additional funding would be required, beyond the scope of the current fund raising exercise. Assessment period and process The business model and strategy as set out on pages 16 to 20 and 21 to 24 are central to an understanding of our prospects and viability. For the purposes of the viability assessment, we have considered a period to 31st December 2029. This period reﬂects the time necessary for further development of the EV market. It also represents the key period of execution of our strategic plan, which takes us to positive EBITDA (from 2028) and to cash breakeven (during 2029). The viability period represents an extract from the longer business plan, which forecasts the annual results of and resulting cash ﬂow for the business to 31st December 2030 (the original timeframe by which the transition to all new vehicles sold in the UK being PiVs was to be completed). The plan includes the impact on working capital of the new Home proposition which defers cash receipts over the customer's subscription period. The prospects and viability of the business are dictated by: i) The rate of increase in PiVs sold each year, and as a percentage of overall new vehicle sales, the rate at which those new vehicle sales translate into demand for chargepoint installations, and the business’ ability to maintain the market share of its core UK Home and UK Workplace market segments ii) Success in selling into key European markets iii) The scale of the Energy Flex management business iv) Ability to operate cost eﬀectively v) The availability of ﬁnancing to manage liquidity through the assessment period, including in the short term We assess our prospects primarily through our annual planning process, led by the CEO with the CFO. Other relevant functions are also involved, including Finance, Sales, Marketing, Supply Chain, Technology and People. The Board is fully involved in the annual planning process and is responsible for considering whether the plan takes appropriate account of the external environment, including technological, social, macroeconomic, climate change and regulatory changes, as well as the risks and uncertainties of the business. The output of the annual review process includes the annual ﬁnancial budget as well as an analysis of the risks which could prevent the plan being delivered. The Directors have prepared ﬁnancial projections, which include proﬁt, cash ﬂow and ratios for the period to 2029. The budget for 2025 forms the ﬁrst year of the business plan and is considered and, if appropriate, updated on a monthly basis. Forecasts for subsequent years are updated based on our strategic business planning process and reﬂect results achieved in the ﬁrst year. Governance Financials 86 Pod Point Annual Report and Accounts 2024 Strategic Report Viability assessment The Board has made its assessment of Pod Point’s prospects with reference to current market conditions and known risk factors, including the possible continuing impacts of cost inﬂation, the wars in Ukraine and the Middle East, energy market volatility, climate‑related risks and macroeconomic uncertainty. The Board has considered ﬁnancial performance in 2024 and the risk factors noted above. In arriving at a downside scenario which is considered severe but plausible, the Board has considered the individual risk factors set out below for the period of assessment. For FY2025, these factors are consistent with those applied in the going concern assessment set out above. A scenario where all occur together is not considered remote, and therefore this single scenario represents the downside case applied. • A 20% lower than forecast rate of growth in the adoption of EVs in the UK • Market share of the Group lower than forecast by 5% in the UK Home, UK Commerical and UK Distribution businesses, and by 20% in International • Inﬂationary pressure restricting the ability of the Group to apply unit price increases in later years • A 50% underperformance in average value per charger realised in the Energy Flex business • A 5% increase in product supplier costs aﬀecting unit prices paid by the Group, together with a 2% increase in non‑product supplier costs, which cannot be passed on to customers through price increases Viability statement continued In the downside scenario, forecast revenues would be reduced by around 38% over the assessment period. Scenarios such as a data breach, cyber attack or product recall, have not been modelled in detail but the likelihood of an occurrence with a material impact is considered remote. Economic uncertainty associated with the US tariﬀs announced in April 2025 may impact the level of funding required beyond the downside scenario modelled We have considered climate-related risks as part of our TCFD disclosure and have deemed the probability of impact of activity during the assessment period to be remote. Therefore, no ﬁnancial impacts from these risks are included in the forecast. Since the Group’s commitments to carbon emission reductions do not have a signiﬁcant cost implication (as explained on page 50 of the Strategic Report), the impact of climate change has not had a signiﬁcant eﬀect on the forecasts considered. Conclusion The Board considers that existing cash resources will not be suﬃcient to manage liquidity throughout the assessment period. Further funding is required to provide cash headroom throughout the assessment period, in both the base and sensitised scenarios. The Directors are of the view that the exercise to source this additional funding, which is being undertaken with the support of our major shareholder, will be successful, and that funding obtained will be suﬃcient to undertake the Group’s base case plans. In April 2025, the Group received a non‑binding conditional cash proposal from its majority shareholder EDF to acquire the entire issued and to be issued share capital of the Company that it does not already own at a price of 6.5 pence per share. Although the Board cannot be certain as to whether there would be a restructuring of the Group on a potential change in control, the board consider that the viability of the Group’s operations would not be adversely aﬀected. The board 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 of their assessment, subject to successfully sourcing additional funding. In a severe but plausible downside scenario where market performance or the Group’s own performance are lower than forecast, then further additional funding would be required, beyond the scope of the current fund raising exercise. The Group cannot provide certainty that it will be able to secure additional funding, if required, in the event that a more severe downside scenario than those it has considered were to occur. The Strategic Report was approved by the Board on 11th June 2025. By order of the Board Anita Guernari Company Secretary Governance Financials 87 Pod Point Annual Report and Accounts 2024 Strategic Report Governance The Group is supported by our strong governance framework Chair’s introduction 88 Compliance statement 89 Board leadership and purpose 90 Division of responsibilities 100 Nomination Committee report 103 Audit & Risk Committee Report 106 ESG Committee Report 111 Directors’ Remuneration Report 113 Directors’ Report 127 Statement of Directors’ responsibilities 130 Governance Financials 88 Pod Point Annual Report and Accounts 2024 Strategic Report Chair’s introduction to governance Dr Andy Palmer Non-Executive Chair of the Board Dear Shareholder, I am pleased to introduce our Corporate Governance Report, in which we describe our governance arrangements, the operation of the Board and its committees, and how the Board discharged its responsibilities during the year. This year has been another challenging year for Pod Point, as we discuss elsewhere in this Annual Report, and the Board were required to devote signiﬁcant time to the Company, for which I am grateful. An outline of the range of matters discussed at Board meetings during the year can be found on page 97. More information on the work and activities of the Nomination, Audit & Risk, Remuneration and ESG Committees can be found from pages 103 to 126. Our strong governance framework is critical in enabling the Board to support the business to enhance the interests of all our stakeholders for the future. Board changes Having welcomed Melanie Lane to the Board as CEO in May, I was appointed Chair with eﬀect from 5th June, when Gareth Davis stood down as Chair, remaining on the Board as an independent Non‑Executive Director. I would like to thank Gareth for his commitment to the Company, having been Chair since the IPO in 2021. We also welcomed Mike Killick as Interim CFO in October, following David Wolﬀe stepping down. However, Mike is currently on a leave of absence due to ill‑health and has stepped down from the Board during this period of absence, with his duties being covered by Michael Jay, Deputy CFO.Additionally, Philippe Commaret, an EDF nominated Director, stepped down in January 2025 due to work commitments with EDF and, as previously announced, Norma Dove‑Edwin and Erika Schraner, independent Non‑Executive Directors, have notiﬁed the Company that they do not intend to oﬀer themselves for re‑election at the 2025 AGM, in order to pursue other opportunities. On behalf of the Board and the Company, I would like to thank David, Philippe, Norma and Erika for the contribution they have made to Pod Point and wish them all well for the future. Strategy Following approval of the Powering Up strategy in late 2023, a strategy review has been undertaken to challenge the assumptions made in the strategy in the context of a diﬃcult external market. Following a Strategy Day in September, the Board reconvened in early November to discuss management’s proposals on the evolution of Powering Up. Details of our strategy and further information about the Board’s work on strategy can be found on pages 21 and 97 respectively. Stakeholder engagement We have continued to engage with our stakeholders in respect of the events during the year, reaching out to shareholders to oﬀer opportunities to discuss Melanie’s appointment and the other changes to the Board that took place during the year, and to meet with Melanie herself. We held an Energy Flex Capital Markets event in July, which was well attended, at which we sought to help our shareholders understand the complexities of the ﬂex market. Karen Myers, as Chair of the Remuneration Committee, wrote to some of our shareholders oﬀering the opportunity to discuss our approach to Executive remuneration to incentivise management in the transformation of the business and achievement of our strategic goals. It has been another year of signiﬁcant change for our colleagues within Pod Point and the Board is grateful for their continued commitment to the Company. The Executive Directors and Leadership Team have worked hard to ensure that our people have been kept up to date, throughout the year, with the direction of the business and the need for change. I would like to conclude by acknowledging, with thanks, the hard work of our Pod Point colleagues, the Leadership Team and my fellow Directors in meeting the challenges of 2024. Andy Palmer Chair Governance Financials 89 Pod Point Annual Report and Accounts 2024 Strategic Report Compliance with the UK Corporate Governance Code 2018 Statement of compliance with the UK Corporate Governance Code We are subject to and report against the FRC’s 2018 UK Corporate Governance Code (the ‘Code’), a copy of which can be found at www.frc.org.uk. The Code is a guide to a number of key components of eﬀective board practice and is based on the underlying principles of good governance and focus on the sustainable success of a company over the longer term. Throughout the year, and at the date of this report, the Company has complied with all provisions of the Code. This Corporate Governance Report has been divided into sections that correspond with the ﬁve main sections of the Code. We have applied the Code’s principles through our Board and governance structures, and information about our compliance with the Code’s principles and provisions can be found in the following sections of this report with cross‑references to other sections of the report and/ or our website (www.investors.pod‑point.com), where more detailed descriptions are available. Section Pages 1. Board leadership and purpose: • Purpose and culture 98 • Shareholder engagement 99 • Workforce engagement and whistleblowing 98 to 99 • Engagement with key stakeholders 66 to 71 • Management of conﬂicts of interest 98 2. Division of responsibilities: • The role of the Board and committees 95 • The balance of the Board and division of responsibilities 100 • Director independence 100 • Time commitments of Non‑Executive Directors 105 3. Composition, succession and evaluation: • Nomination Committee Report (including Board appointments, succession and Board diversity) 103 to 105 • Skills, experience and length of service 90 to 93 • Professional development and training 101 • Board evaluation 101 • Succession planning 104 • Diversity 104 Section Pages 4. Audit, risk and internal control: • Audit & Risk Committee Report (including review of the internal audit function and external auditor and processes for overseeing ﬁnancial and narrative reporting) 106 to 110 • Procedures for managing risk and internal controls (principal risks and uncertainties) 109 • Viability statement 85 • Risk management 73 to 84 • Going concern 29 5. Remuneration (the Directors’ Remuneration Report): • Remuneration Policy 121 • Remuneration outcomes 114 to 117 • Wider workforce remuneration 124 • Executive and Non‑Executive Director remuneration 116 The following documents are also available on our investor website: • Schedule of matters reserved to the Board • Statement of responsibilities of the Chair, Chief Executive Oﬃcer and Senior Independent Director • Terms of reference: Audit & Risk, Nomination, Remuneration and ESG Committees Governance Financials 90 Pod Point Annual Report and Accounts 2024 Strategic Report Board leadership and purpose Dr Andy Palmer CMG Non-Executive Chair of the Board N Melanie Lane Chief Executive Oﬃcer Karen Myers Senior Independent Non-Executive Director A E N R Date of appointment Date of appointment Date of appointment 9th November 2021 1st May 2024 9th November 2021 Experience Experience Experience Andy has more than 44 years’ experience in the automotive industry. He served as President and Group Chief Executive of Aston Martin Lagonda Global Holdings plc from 2014 to 2020 and Chief Operating Oﬃcer and Chief Planning Oﬃcer of Nissan Motor Corporation from 2013 to 2014 (where he also served in a variety of positions for 13 years in Japan after heading Nissan Engineering in Europe for ten years). From mid‑2020 until the end of 2022, Andy served as Executive Vice Chair & CEO of Switch Mobility Ltd, and Chair of Optare plc. He currently serves as Non‑Executive Chair to InoBat AS, Ionetic Ltd, Brill Power Ltd and Hilo Ltd. Andy holds an Engineering Master of Science from the University of Warwick and a PhD in Engineering from Cranﬁeld University. He is a Fellow of the Royal Academy of Engineering, a Fellow of the Institution of Mechanical Engineers and a Fellow of the Chartered Management Institute. Andy was honoured in 2014 with a Companion of the Most Distinguished Order of Saint Michael and Saint George for contribution to the British automotive industry. Melanie has been working at the heart of the energy transition within the mobility sector for the last decade. She had a long and successful career at Shell, working in various business units and countries and has built key skills in commercial and operational delivery with a particular focus on leading transformational change across a range of subsectors, geographies and customer bases. Melanie’s most recent position was as CEO of Shell Recharge Solutions, formerly NewMotion at the time of her appointment in 2020. During her time at the company, Melanie oversaw step change growth in Recharge’s customer base and top line revenues, diversiﬁed the portfolio of products and scaled operational capability, increasing annual installations from 16,000 to 50,000 and amassing a network of more than 500,000 chargers. Karen was the former Group HR and Corporate Communication Director for Mobico Plc (formerly known as National Express) from September 2021 to February 2025. Her remit included corporate aﬀairs, and Karen had direct responsibility for the company’s global sustainability policy. Karen has over 25 years’ experience in FTSE companies performing various senior HR and Corporate Communication roles. Prior to Mobico, Karen worked at William Hill plc from 2015 until 2021 as Chief HR Oﬃcer, taking on additional accountability for Corporate Aﬀairs in 2019. Karen also served as Chair of the William Hill Foundation from 2015 to 2021 and has been a Non‑Executive Director and Remuneration Committee Chair for KellyDeli Ltd since January 2020. Karen has a Master of Arts (Hons) in Modern History from the University of Dundee and is an associate of the Chartered Institute of Personnel and Development. External appointments External appointments External appointments Andy is Chair of Inobat AS, Ionetic Ltd, HiLo EV Limited and Brill Power Limited, and Founder of Palmer Automotive Ltd., a consulting company to the automotive industry. Andy serves as an Honorary Group Captain in the RAF. None None A Audit & Risk Committee E ESG Committee N Nomination Committee R Remuneration Committee Committee Chair Our Board It has been a challenging year for Pod Point. Andy Palmer Chair of the Board Governance Financials 91 Pod Point Annual Report and Accounts 2024 Strategic Report Gareth Davis Independent Non-Executive Director N R Dr Erika Schraner Independent Non-Executive Director A N R Dr Margaret Amos Independent Non-Executive Director A E N R Date of appointment Date of appointment Date of appointment 9th November 2021 9th November 2021 9th November 2021 Experience Experience Experience Gareth began his career at Imperial Brands plc and served as Chief Executive from 1996 to 2010. He was a Non‑Executive Director of DS Smith plc from 2010 to 2011 and served as Chair from 2012 to January 2021. Gareth also served on the boards of Ferguson plc (as Non‑Executive Director from 2003 to 2004, Senior Independent Director from 2004 to 2011 and Chair from 2011 to 2019), William Hill plc (as Chair from 2010 to 2018), M&C Saatchi (as Deputy Chair from 2020 to 2021 and Chair from 2021 to 2023), and Gresham House Ltd (as Non‑Executive Director from 2019 to 2023). Gareth has a Bachelor of Arts in Economics and Geography (Hons) from the University of Sheﬃeld. Erika has held a number of senior leadership roles in global organisations with a career spanning 25 years in Silicon Valley, the UK and Europe, in Fortune 500 Technology companies and the Big 4 professional services ﬁrms. Erika's executive career included, most recently, a role as a partner in the UK M&A Integration Leader & TMT M&A Advisory / Delivering Deal Value Leader at PwC in London. Prior to that, Erika was a partner at Ernst & Young in Silicon Valley where she was the Operational Transaction Services leader for the Technology sector. Previously, Erika worked at IBM, Symantec Corporation and CSC/DXC Technology in the USA. Erika has a wealth of technology, software and digital expertise, as well as extensive experience in M&A, strategy, supply chain management and ﬁnance. Margaret began her career at Rolls‑Royce plc in 1990, and most recently served as Senior Finance Business Partner, Aerospace (from 2013 to 2015) and Finance Director, Corporate, IT and Engineering (from 2015 to 2017). After Rolls‑Royce plc, Margaret founded and acted as Managing Director of A2 Business Solutions from 2018 to 2020. She was previously a Non‑Executive Director of NMCM plc, Velocity Composites plc, Tyman plc and Volution plc. Margaret holds a doctorate in Professional Practice from the University of Derby and a master’s in Global Supply Chain Management (with distinction) from the University of Nottingham. She is a fellow of the Chartered Institute of Management Accountants and the Chartered Institute of Procurement and Supply. External appointments External appointments External appointments None Erika is Senior Independent Non‑Executive Director at Hg Capital Trust plc. She is also a Senior Independent Non‑Executive Director and Remuneration Committee Chair at Bytes Technology plc, and a Non‑Executive Director and Nomination Committee Chair at JTC Group plc. Margaret is a Non‑Executive Director and Chair of the Audit Committee of the Trust Alliance Group (not‑for‑proﬁt organisation) and a Non‑Executive Director of Hunting plc (where she is also member of each board committee). Board leadership and purpose continued Our Board continued A Audit & Risk Committee E ESG Committee N Nomination Committee R Remuneration Committee Committee Chair Governance Financials 92 Pod Point Annual Report and Accounts 2024 Strategic Report Board leadership and purpose continued Our Board continued Norma Dove-Edwin Independent Non-Executive Director A N R Rob Guyler Non-Executive Director N Date of appointment Date of appointment 9th November 2021 11th February 2020 Experience Experience Norma is a technology executive with over 20 years of experience, with a focus on business transformations and the purposeful use of digital, data and technology to drive growth. She is currently the Chief Digital and Information Oﬃcer (Interim) at Rolls‑Royce plc where she is accountable for deﬁning the Group Digital Strategy and leading the technology function. Prior to this, she served as the Chief Digital and Information Oﬃcer at Thames Water (2022 to 2023), where she was responsible for managing the technology function and leading the digital transformation across the group. Norma has held several executive roles serving as the Chief Information Oﬃcer at the Electricity System Operator, National Grid (from 2020 to 2022) and the Group Chief Data and Information Oﬃcer at Places for People (from 2017 to 2020). She also held a number of senior positions at British American Tobacco plc from 2008 to 2017, including as Head of Global Data Services from 2016 to 2017. Norma holds a Bachelor of Science from Queen Mary University of London, a Master of Science from the University of Stirling and a Master of Business Administration from Imperial College London. Rob was appointed to the Board as a Non‑Executive Director in February 2020. He currently serves as Chief Financial Oﬃcer at EDF Energy, a position he has held since 2015. Rob also served as Finance Director for EDF Energy Nuclear Generation Ltd from April 2009 to February 2015. He has a BSC Hons in Business Studies from the University of Bradford and is qualiﬁed as a Chartered Management Accountant (ACMA). External appointments External appointments Norma is a Non‑Executive Director of HSBC Bank plc. Rob is Chief Financial Oﬃcer at EDF Energy. A Audit & Risk Committee E ESG Committee N Nomination Committee R Remuneration Committee Committee Chair Governance Financials 93 Pod Point Annual Report and Accounts 2024 Strategic Report 3 Men 5 Women 5 Independent 2 Non-independent Meetings The attendance of the members of the Board and its committees is reported in relation to meetings held from January to December 2024, against the number of meetings they were eligible to attend. Director Board and committee meeting attendance table Board Audit & Risk Committee Remuneration Committee Nomination Committee ESG Committee Technology Committee 1 Dr Andy Palmer 11/12 n/a n/a 2/2 2/2 n/a Melanie Lane 10/10 n/a n/a n/a 2/2 n/a Mike Killick (appointed 9th October 2024 and stepped down 9th May 2025) 2/2 n/a n/a n/a n/a n/a Karen Myers 12/12 4/4 7/7 4/4 4/4 n/a Gareth Davis 11/12 n/a 2/3 3/4 n/a n/a Dr Margaret Amos 12/12 4/4 6/7 4/4 4/4 n/a Rob Guyler 2 8/9 n/a n/a 2/4 n/a n/a Norma Dove-Edwin 3 9/12 4/4 6/7 2/4 n/a 3/3 Dr Erika Schraner 4 12/12 3/4 6/7 4/4 n/a 3/3 Philippe Commaret 5 (stepped down 10th January 2025) 5/9 n/a n/a n/a n/a n/a David Wolﬀe (stepped down 9th October 2024) 9/10 n/a n/a n/a n/a n/a 1 As previously announced, the Technology Committee was established in April 2024 and dissolved in February 2025. 2 Rob Guyler was not eligible to attend three Board meetings due to a conﬂict of interest and was unable to attend one short notice Board meeting due to other business commitments. 3 Norma Dove‑Edwin was unable to attend three short notice Board meetings due to other business commitments. 4 Erika Schraner was unable to attend one Audit & Risk Committee meeting due to late rescheduling of the meeting. 5 Philippe Commaret was not eligible to attend three Board meetings due to a conﬂict of interest and was unable to attend one scheduled Board meeting and three short notice Board meetings due to other business commitments. Board leadership and purpose continued Our Board continued Board members by gender Balance of the Board Score: 1 = Moderate 2 = Intermediate 3 = Advanced Board skills Risk Management Accounting & Finance Strategy Corporate Governance & Ethics Sustainability/ESG Executive & HR Management Industry & Associated Industry Experience Digital Technology & IT International Expansion Stakeholder Engagement Average Score Skills Area 3.00 0 0.50 1.00 1.50 2.00 2.50 Governance Financials 94 Pod Point Annual Report and Accounts 2024 Strategic Report Board leadership and purpose continued Our Board continued Role of the Board The primary role of the Board is to lead Pod Point in a way that ensures its long‑term success. The Board is responsible for approving Group strategy and for overseeing its implementation. Subject to applicable legislation and regulation and the articles of association, the Directors may exercise all powers of the Company. The Board exercises oversight of our Company and in doing so ensures that the strategy is consistent with our purpose and is delivered in line with our values. In support of protecting and growing stakeholder value, the Board monitors the internal controls, risk management and viability of the Company, as well as considering the views of stakeholders. The Board has approved a governance framework of systems and controls to eﬀectively discharge its collective responsibility. The framework includes the delegation of speciﬁc authorities to the Board’s committees. The terms of reference for these committees, which were reviewed during the year, can be found on our website www.investors.pod-point.com. Governance Financials 95 Pod Point Annual Report and Accounts 2024 Strategic Report Board leadership and purpose continued Our Board continued Governance framework There is a clear division of responsibilities between the Board, its committees and the Leadership Team. Board of Directors Chaired by Andy Palmer Roles and responsibilities • Establishes strategic direction of the Group and ensures alignment with purpose and values • Oversees the performance of the Executive Directors in fulﬁlling set strategic objectives • Establishes and oversees the framework for risk management and internal control • Engages with the Company’s shareholders and other key stakeholders • Oversees the integrity of ﬁnancial reporting including approval of ﬁnancial results announcements • Approves conﬂicts of interest Nomination Committee Chaired by Andy Palmer Roles and responsibilities • Oversees Board composition and succession planning • Oversees the Board appointment process • Recommends annual Director re-elections • Approves Board and committee membership • Approves Directors’ external appointments • Oversees Board training and evaluation • Oversees Board and workforce diversity and inclusion The Nomination Committee Report can be found on page 103 Remuneration Committee Chaired by Karen Myers Roles and responsibilities • Oversees Executive Group remuneration, policy and practices • Oversees Executive Group service agreements, termination payments and beneﬁts • Oversees Group share schemes • Oversees disclosure of information, reporting and shareholder approval with regards to remuneration The Directors' Remuneration Report can be found on page 113 ESG Committee Chaired by Margaret Amos Roles and responsibilities • Monitors sustainability strategy and reporting • Oversees stakeholder engagement • Reviews and recommends ESG policies and procedures • Oversees workforce engagement plans and strategy The committee is supported by an Executive ESG Working Group. The ESG Committee Report can be found on page 111 ESG Working Group Roles and responsibilities • Supports the ESG Committee in fulﬁlling its responsibilities • Reviews the Company’s statutory and regulatory reporting requirements in relation to ESG matters when preparing Annual Reports • Maintains the ESG Working Group action plan Market Disclosure Committee Roles and responsibilities • Assesses inside information • Approves RNS announcements Audit & Risk Committee Chaired by Margaret Amos Roles and responsibilities • Monitors integrity of ﬁnancial reporting • Oversees internal audit function • Oversees external audit process and quality • Oversees internal control and risk management systems • Oversees whistleblowing mechanisms, fraud and bribery prevention The Audit & Risk Committee Report can be found on page 106 Leadership Team Roles and responsibilities • Delivers strategy and day‑to‑day management of the Group’s operations • Operates the risk management framework and internal control environment Governance Financials 96 Pod Point Annual Report and Accounts 2024 Strategic Report Board leadership and purpose continued Our Board continued Board activity During 2024, the Board continued to provide oversight, challenge and guidance on a broad range of topics. This included a review of the current strategy and an emphasis on culture and operational performance. The key areas of focus and activity for the Board during the year are set out in the table on page 97. Strategy and business model The Pod Point mission is to make living with an EV easy and aﬀordable for everyone. The strategy to achieve the mission will be achieved through the successful execution of our ﬁve strategic priorities: 1) UK Home 2) UK Workplace 3) International Home 4) Energy Flex and Recurring Revenue 5) Cost Eﬃciency Further information about the strategy can be found on pages 21 to 24 of the Strategic Report. During the year a strategy review was undertaken, with the Board considering whether the Powering Up strategy remains right for the Group in the context of the diﬃcult external market, allowing the Board to challenge the assumptions made during the 2023 strategic review. Operational performance The Board is responsible for ensuring that the necessary resources are in place for the Company to meet its objectives and measure performance against them. Review and approval of the annual budget forms part of this assessment, in addition to the Board’s ongoing assessment of the implementation of the approved strategy. September provided an important opportunity to engage with the Leadership Team in a review of the business strategy. The output from the Strategy Day (which excluded the Pod Drive proposition which was ﬁnalised later during the course of 2025) provided the basis for the Board’s review of the 2025 business plan and budget in January 2025. The Board has a schedule of matters reserved to it for decision and the requirement for Board approval on these matters is communicated widely throughout the senior management of the Group. Information and support Contact is maintained by the Board through email, telephone and video calls, with written updates provided in respect of ongoing issues, enabling regular input from all Board members. To enable the Board to function eﬀectively and Directors to discharge their responsibilities, full and timely access is given to all relevant information. In the case of Board meetings, this consists of a comprehensive set of papers, including regular business progress reports and discussion documents regarding speciﬁc matters. Board meetings are of suﬃcient duration to enable debate, challenge and discussion, ensuring adequate analysis of issues during the decision-making process. Governance Financials 97 Pod Point Annual Report and Accounts 2024 Strategic Report Board activities Summary of Board activities during the year Strategy • Reviewed and monitored progress on strategic projects • Directors attended a full one‑day Strategy Day and subsequent Board meeting to review the Powering Up strategy • Attended the Energy Flex Capital Market Event • Received updates on progress against the environmental strategy Financial and operational performance • Received regular reports from the CEO and senior management on industry, sales and operational performance • Reviewed 2024 forecasts and quarterly reforecasts • Discussed the 2024 business plan and budget • Regularly reviewed the trading performance of the business • On the recommendation of the Audit & Risk Committee, reviewed and approved the 2023 Preliminary Statement, 2023 Annual Report and 2024 Interim Report Governance and risk • Regularly reviewed the IT structure, product roadmap, cyber security and data protection • Reviewed the internal audit plans • Reviewed internal audit reports on health and safety compliance, supply chain and procurement, data privacy and control testing • Reviewed the system of internal control • Regular review of the Group’s risk register and principal and emerging risks (set out on pages 73 to 84) • Reviewed related party transactions as appropriate Culture, purpose and values • Reviewed workforce policies and practices • Reviewed and discussed engagement survey results and culture • Two deep dives on engagement and culture with the CPO • Received regular health and safety updates, including presentations from the Head of Health & Safety at every meeting Board leadership and purpose continued Our Board continued Stakeholders • Approved the appointment of new joint brokers • Reviewed the Company’s key stakeholders and engagement activities, ensuring their interests have been considered in Board decision‑making (the Section 172 statement can be found on pages 66 to 71) • Received updates on Board workforce engagement • Reviewed shareholder feedback following results presentations • Reviewed ESG metrics and targets • Agreed environmental and social core activities for 2025 Appointments and diversity • Appointed Andy Palmer as Chair • Appointed Melanie Lane as CEO • Appointed Mike Killick as Interim CFO • Reviewed Board succession planning • Reviewed the Board Diversity Policy Remuneration • Reviewed incentives within the scope of the Remuneration Policy to support implementation of the Powering Up strategy • Approved bonus payout for 2023 and set performance conditions for 2024 • Approved the awards under the DBSP and LTIP and set performance conditions as appropriate • Reviewed the Gender Pay Gap Report and CEO pay ratio • Approved remuneration arrangements related to the appointment of the CEO and Interim CFO • Approved a block listing to support the exercise of options under discretionary share plans • Approved the exercise of options under discretionary share plans Corporate governance • The Chair held meetings with the Non‑Executive Directors without management present four times during the year • The Senior Independent Non‑Executive Director met with the Non‑Executive Directors to review the performance of the Chair • Reviewed various governance policies and procedures • Approved a revision to the Delegation of Authority • Undertook a Board and Committee performance evaluation and agreed a follow-up action plan which can be found on page 102 • Received regular updates from each of the committees Governance Financials 98 Pod Point Annual Report and Accounts 2024 Strategic Report Board leadership and purpose continued Purpose, values, culture and strategy Purpose: Our purpose, driving shouldn’t cost the earth, was why Pod Point was founded and continues to drive everything we do. Strategy: Our strategy will deliver on our purpose and create future value through our EV charging solutions in the UK Home and UK Workplace markets and Energy Flex services. Further detail on these can be found in the Strategic Report on pages 21 to 24. Values: Our values, set out on page 55, will help shape our culture and what it means to be a Pod Pointer. Culture: Our culture, powered by people, will play a key role in the delivery of our new strategy and the long‑term success of the business. See page 61 for further details. Mechanisms for monitoring and assessing culture The Board is responsible for monitoring and assessing culture, and ensuring that policy, practices and behaviours throughout the business are aligned with the Company’s purpose, values and strategy. The Board strives to embed the Company’s values into the organisation through leading by example and setting a positive tone from the top. The Board has drawn upon a variety of metrics and indicators to monitor and assess corporate culture, including: • Feedback from the Board’s engagement with employees and from the Non‑Executive Director responsible for workforce engagement. See page 99 for details. • Results of Company‑wide engagement surveys and pulse surveys and resulting Employee Net Promoter Scores (eNPS) • Monitoring of staﬀ turnover and leaver reasons, grievances and Glassdoor scores • Reports on health and safety performance at each Board meeting • Number and summary of whistleblowing reports The outcome of the Board’s monitoring shows that overall, employee engagement and the Company’s culture has suﬀered as a result of the changes through the year, with two collective consultations having taken place at the beginning and end of the year. Additionally, there have been commercial pressures in the business as our UK Home segment has faced a challenging market. eNPS continued to decrease through the year, as the business adapted to the challenges it faced. A process of organisational design, to align working practices in value streams, resulted in a number of redundancies. As we continue to work to transform the business, through our Powering Up strategy, the Board and the People team will focus on how we rebuild our culture, which will be key to the long‑term success of the business, and we will ensure that we continue to dedicate Board time to it. Whistleblowing The Board and Leadership Team are committed to conducting Pod Point’s business with honesty and integrity and expect everyone involved with the Company to maintain these high standards. Consequently, Pod Point’s whistleblowing policy sets an expectation that employees should raise concerns in conﬁdence either through their line manager or the People Operations team or, if they wish, anonymously through our appointed third party. The Board (via the Audit & Risk Committee) receives regular reports regarding any issues raised via the mechanism and ensures that arrangements are made for the proportionate and independent investigation of any matters required, including any follow-up action. During the year, no whistleblowing reports were made. Conﬂicts of interests Directors are periodically reminded of their duties under sections 175, 177 and 182 of the Companies Act 2006, which relate to the disclosure of any conﬂicts of interest prior to any matter that may be discussed by the Board. They are also required to provide an annual declaration of interests. As part of the process to manage conﬂicts of interest, Directors also notify the Board of any new board or other appointments they are about to take on. In addition, EDF has entered into an agreement with the Company (the ‘Relationship Agreement’) to ensure that relationships between it and the Company are conducted at arm’s length and on normal commercial terms. Rob Guyler is appointed to the Board by EDF pursuant to the Relationship Agreement. As previously announced, Philippe Commaret stepped down as a Director with eﬀect from 10th January 2025. EDF does not currently intend to nominate another Director in place of Philippe, although it remains able to do so under the terms of the Relationship Agreement. The Relationship Agreement complies with the independence provisions set out in Listing Rule 6.2.3R for controlled companies. During 2024, the Company has complied with the provisions of the Relationship Agreement and as far as the Company is aware, EDF, and its associates, have also complied with its provisions. Workforce policies and practices The Board is responsible for ensuring workforce policies and practices are consistent with the Company’s values and support its long‑term sustainable success. Pod Point has established a number of policies and procedures, which set out the values of the Company and the behaviours expected of colleagues. The Board is responsible for approving (including any changes to) the Group’s major policies, including those relating to the conduct of business, the workforce, environmental matters, health and safety, data protection, security, insurance, risk management and treasury. These will continue to be reviewed periodically. Governance Financials 99 Pod Point Annual Report and Accounts 2024 Strategic Report Board leadership and purpose continued Stakeholder engagement A full analysis of the Company’s stakeholder groups and how it has engaged with each can in our Section 172 statement on pages 66 to 71. The Company seeks to deliver value for all stakeholders. The Board, directly or through senior management, undertakes regular engagement to understand stakeholder needs and interests, which inform its decision-making. Workforce engagement Pod Point’s People Operations team engages with employees through a wide range of channels including anonymous workforce surveys and regular scheduled and ad hoc all‑hands meetings where people can interact with and ask questions of the Executive Directors and senior management. Karen Myers is the Non‑Executive Director responsible for workforce engagement and has worked with the People Operations team on a programme for Board engagement with the workforce and has regular meetings with the CEO and CPO to discuss engagement feedback and actions resulting from monthly engagement temperature checks. A number of engagement activities were undertaken during 2024, including: • Attendance at two all‑hands team meetings, one of which was on the day of the announcement of Melanie Lane’s appointment, at which she introduced herself as the incoming CEO, providing an opportunity for questions about the appointment and next steps for the business • Two meetings with the Head of Health and Safety, to discuss the Health and Safety Policy and culture of the Company in respect of health and safety • Karen attended a team meeting with the Leadership Team and Heads of Department to provide an overview of the Board’s roles and responsibilities, providing insight into the purpose of a Board and how it operates. An overview was given of the role of each committee and the types of decisions taken, including the Remuneration Committee and its approach to Executive remuneration, explaining how it aligns with wider Company pay policy. Employees were asked if they had any questions in respect of the work of the Remuneration Committee or Executive pay • A session was held in the Pod Point lab with the Training Manager and Operations colleagues to enable the Board to understand our product and the installation and maintenance processes Key themes from employee engagement: • Feelings of uncertainty among employees, resulting from substantial change in the business during the course of the year • Poor engagement scores and its eﬀect on the culture as our people adapt to change • Positive health and safety culture • Improvement in leadership visibility • Leadership are receptive to feedback, and improvements in transparency, communication and support during the second collective consultation process, were noted Shareholder engagement The Board engage an Investor Relations specialist who assists and advises the Board in respect of shareholder engagement. A programme of formal engagement with shareholders took place following the appointment of Melanie Lane as CEO, enabling our larger shareholders to meet her to discuss the business. Regular feedback is provided ensuring the Board remains cognisant of shareholder concerns and views, in order to incorporate them into Board decision-making. The Company’s joint brokers and ﬁnancial PR agents have also provided feedback to the Board throughout 2024 in respect of shareholder matters. The Chair and Senior Independent Director are also in dialogue as necessary with the major shareholder, primarily via EDF’s appointed Directors. Following the appointment of Melanie Lane as CEO and the stepping down of David Wolﬀe as CFO, the Chair oﬀered meetings to major shareholders to discuss the changes. The Chair of the Remuneration Committee wrote to major shareholders to outline key remuneration decisions in the context of the Powering Up strategy and oﬀered an opportunity for a discussion. The Executive Directors are in regular contact with the largest investors and met with many of them during the year and at the Energy Flex Capital Markets event. The Company maintains an investor website (investors.pod‑point.com), which contains key information including: • published ﬁnancial results • key reports and documents • a ﬁnancial calendar • details regarding the Company’s corporate governance arrangements • leadership proﬁles • share price details • regulatory news service announcements Further details on engagement with our shareholders can be found in our Section 172 statement on page 71. Investors are encouraged to email queries to the Company’s investor relations specialist at [email protected]. The Chair and Senior Independent Director, who is also Chair of the Remuneration Committee, are available to meet with shareholders to discuss any matters that they may wish to raise concerning the governance of the Company, as is the Chair of the Audit & Risk Committee. Governance Financials 100 Pod Point Annual Report and Accounts 2024 Strategic Report Operation of the Board Details of the Directors, the positions they hold, and the committees of which they are members are shown on pages 90 and 92. Andy Palmer was appointed as Chair following the 2024 AGM and was independent at the time of his appointment. Melanie Lane is the CEO and, therefore, the roles of Chair and CEO are held by diﬀerent people. Karen Myers is Senior Independent Director. The Nomination Committee undertakes an annual review and assessment of the independence of the Non‑Executive Directors. The Board has approved a written statement of responsibilities of the Chair, CEO and Senior Independent Director. At the date of this report, the Board consists of ﬁve independent Non‑Executive Directors, two Executive Directors, one Non‑Executive Director appointed by EDF (non‑independent), as well as the Chair. Andy Palmer stepped down as CEO on appointment of Melanie Lane on 1st May 2024 and became Chair at the conclusion of the AGM on 5th June 2024, when Gareth Davis stepped down as Chair and became an independent Non‑Executive Director. The Board is mindful of the Corporate Governance Code provision that a CEO should only exceptionally become Chair but is satisﬁed that Andy’s appointment is appropriate and that he can be considered independent on appointment. Having served on the Board of Pod Point as Senior Independent Director since IPO, Andy acted as interim CEO for a period of ten months, while a permanent CEO was recruited, during which time he received a salary as CEO, but was not paid any performance‑related remuneration, having waived his 2023 bonus entitlement. His appointment as Chair had the full support of the Board and its majority shareholder. Additionally, the Board is satisﬁed that Gareth is an independent Non‑Executive Director on the basis that he was independent on appointment as Chair in 2021 and does not meet any of the factors in Provision 10 of the Corporate Governance Code that would prevent him being independent. The Company will count his tenure as Chair in assessing the period for which he has served on the Board. In addition to the six scheduled meetings of the full Board during 2024, the Board held a further six meetings and maintained regular contact between meetings. The Chair met with the Non‑Executive Directors without the Executive Directors on four occasions during the year. The Senior Independent Director scheduled separate meetings with the Non‑Executive Directors during November, without the Chair present, to evaluate the performance of the Chair. If necessary, there is an agreed procedure for Directors to take independent professional advice at the Group’s expense. This is in addition to the access which every Director has to the Company Secretary, who is charged by the Board with ensuring that Board procedures are followed and that there are good information ﬂows within the Board and its committees, and between senior management and Non‑Executive Directors. Division of responsibilities Chair of the Board • Responsible for leadership of the Board and overall eﬀectiveness • Facilitates eﬀective Board decision‑making and governance by ensuring eﬀective information ﬂows and suﬃcient time for agenda item discussion • Facilitates constructive Board relations and discussions • Oversees Director induction and training • Oversees Board and committee performance evaluation process • Oversees succession planning process as Chair of Nomination Committee • Oversees engagement with key stakeholders, including shareholders Chief Executive Oﬃcer • Manages the Group on a day‑to‑day basis with support of the Leadership Team • Develops and implements Group strategy, plans and commercial objectives • Manages and mitigates Group principal and emerging risks • Oversees development needs for Executive Directors and senior management • Oversees succession planning for key personnel Senior Independent Director • Provides a sounding board for the Chair of the Board • Leads the review of the performance of the Chair of the Board • Acts as sounding board for shareholder queries where inappropriate to raise with the Chair of the Board or Executive Directors • Chairs the Nomination Committee in instances where succession plans for the Chair of the Board are considered Governance Financials 101 Pod Point Annual Report and Accounts 2024 Strategic Report Division of responsibilities continued Non-Executive Directors • Monitor and oversee Group performance against objectives • Challenge and support the Executive Directors • Bring external perspective, independent judgement and objectivity to decision‑making and discussions • Approve and oversee strategic direction • Serve on committees Company Secretary • Supports the Board to ensure eﬃcient and eﬀective functioning • Available to Directors for advice • Advises the Board on governance matters • Supports the Directors in receiving information in a timely manner Board evaluation The Board is aware of the need to continually monitor and improve performance and recognises that this can be achieved through annual evaluation, which provides a valuable feedback mechanism for improving the Board’s eﬀectiveness. The Board undertook a Board evaluation exercise during the year, facilitated by the Company Secretary, and considered its progress against the improvements identiﬁed in the 2023 Board evaluation action plan. Directors were asked to complete conﬁdential questionnaires for the 2024 evaluation, which considered diﬀerent aspects of the work of the Board and its committees, focusing on the principles of corporate governance. The results were discussed by the Board and each committee, and an action plan developed to address areas identiﬁed for improvement. In addition, the skills matrix of each of the Directors was reviewed and the skills and experience mix discussed in relation to performance and composition of the Board. A summary of our Board’s skills and experience can be found on page 93. During the year, the Board received training from the Company’s lawyers on governance, strategy, regulation and litigation in respect of ESG related matters and from EDF in relation to the UK energy market and the growth of ﬂexibility services. Both of these subjects had been identiﬁed as training requirements during the 2023 review of the skills matrix. In addition, the Board also received a refresher on listed company continuing obligations, directors’ responsibilities and the Market Abuse Regulation, provided by the Company’s brokers. The Board agreed that the evaluation process demonstrated that progress had been made since the 2023 evaluation and the performance of the Directors, the Board and the committees was eﬀective overall, but the Board will continue to focus on the improvements identiﬁed in the 2023 and 2024 actions plans to ensure that it continually improves. The ﬁndings have been grouped in ﬁve themes: Board business and reports, stakeholders, ESG, discussion and communication, and succession, and are set out on page 102. Governance Financials 102 Pod Point Annual Report and Accounts 2024 Strategic Report Division of responsibilities continued Board evaluation ﬁndings and action Board business and reports 2023 evaluation ﬁndings Action taken in 2024 2024 evaluation ﬁndings Actions for 2025 • Following a challenging year taking signiﬁcant Board time, increased agenda time to be spent on commercial and strategic matters • Development and monitoring of clear operational KPIs following the launch of the Powering Up strategy • The annual Board schedule was updated to ensure a good balance between commercial and strategic matters, stakeholders and governance. 2024 was another busy year, resulting in six additional Board meetings • The scorecard within the monthly ﬁnancial pack, providing key metrics, was developed further during the year by the CFO and the Finance team • Improve Board monitoring of the execution of the strategy • Provide more options for rearranged or short notice meetings, to enable wider attendance • CEO and Interim CFO to create a means by which the Board can more easily monitor the execution of Powering Up • Chairs and Company Secretary to look at wider availability for rearranged or short notice meetings and Directors to provide prompt responses to requests for availability Stakeholders • Deeper dive required into people themes and culture, with other Board members more involved in workforce engagement • Board to have increased contact with employees • Continue to improve shareholder engagement and engagement with other stakeholder groups • Two cultural updates with the CPO took place in January and September, as well as regular updates in employee and engagement matters • Independent Non- Executive Directors attended a session with the Operations team learning about our product and the installation journey • Following the move to the new oﬃce in early 2024, all in-person Board meetings were held in the oﬃce providing greater opportunities for interaction with a wider audience • Increased discussion on investor relations matters with Melanie Lane having met numerous existing and potential shareholders. • Reporting of stakeholder engagement at the November Board meeting • Continue to focus on culture in light of the organisational design work and the transitioning of working practices to value streams • The Board to gain a deeper understanding of the customer agenda and insight into the customer experience • Improve investor relations reporting to the Board to reﬂect shareholder sentiment and share price • Two culture updates from the CPO are scheduled for the January and September 2025 Board meetings • Good insight into the customer agenda was provided at the November 2024 Board meeting, which should be built upon during 2025 and expanded to allow the Board to better understand the customer experience • Interim CFO to work with investor relations Consultant to improve investor relations reporting to meet Board expectations ESG 2023 evaluation ﬁndings Action taken in 2024 2024 evaluation ﬁndings Actions for 2025 • Ensure that climate- related risks and opportunities are discussed annually at the Board • Improved sharing of ESG priorities and metrics with the Board • A Board review of climate-rated risks and opportunities took place in January 2024 • A sustainability update was provided to the Board in June 2024 • Improved reporting of ESG metrics was developed for the ESG Committee, which is also shared with the Board • Continue Board engagement in ESG to ensure that there is suﬃcient understanding at Board level, beyond the ESG Committee • An annual Board review of climate-rated risks and opportunities will take place • A sustainability update will be provided to the Board during 2025 Discussion and communication • Increased Non‑Executive Director only time and greater interaction between Non‑Executive Directors and Executive Directors • Increased cyber security awareness and discussion outside of the Technology Sub-Committee, which reports to the Audit & Risk Committee • Private Non‑Executive Director only sessions have been held four times during the year • Board only dinners were held twice during the year and a small drinks event with employees was held following the Strategy Day • A cyber security update was provided to the Board at its meeting in November 2024, and will be provided annually, with updates provided to the Technology Committee at every meeting • No ﬁndings were recorded in respect of this area • No action required Succession • Redevelopment of Executive Director and senior management succession plans, given the changes during 2023 • Board succession was discussed by the Nomination Committee at a number of meetings in the context of the appointment of a new CEO and Interim CFO during the year • Senior management succession was discussed with the transition to a new Leadership Team • The size of the Board should be considered in light of the size of the business • Future succession should be a priority following the appointment of new Executive Directors and Leadership Team • Nomination Committee to continue to review the size and composition of the Board to ensure that it is appropriate to the size of the business and to discuss Board succession • Management to present succession plans to the Nomination Committee for the new Leadership Team Governance Financials 103 Pod Point Annual Report and Accounts 2024 Strategic Report Nomination Committee Report Dr Andy Palmer Chair of the Nomination Committee I am pleased to present our Nomination Committee Report, which explains the committee’s focus and activities during the year. The committee seeks to ensure that the size, composition and structure of the Board is appropriate for the delivery of the Group’s strategic objectives and for our culture and values. During the ﬁrst months of the year, we concluded the search for a permanent CEO with a recommendation to the Board for the appointment of Melanie Lane. Our objective had been to appoint someone capable of leading the business through transformational change, in the implementation of our Powering Up strategy, with the ability to build a strong cohesive management team and rebuild Pod Point’s culture. We were delighted to complete the process with the announcement of Melanie Lane being appointed as CEO with eﬀect from 1st May 2024. During the second half of the year our focus was the search for an interim CFO, and we were pleased to recommend to the Board the appointment of Mike Killick, who has strong experience in strategic ﬁnancial planning. As announced on 9th May 2025, Mike is on a leave of absence due to ill-health and has stepped down from the Board during this period of absence, with his duties being covered by Michael Jay, Deputy CFO. Andy Palmer Chair of the Nomination Committee Board appointments The dates of appointment of the Directors and a brief description of their skills and experience can be found on pages 90 to 92. With eﬀect from 1st May 2024, Melanie Lane was appointed as CEO, and Andy Palmer, who had agreed to act as interim CEO following the departure of Erik Fairbairn, the Company’s founder, in July 2023, stepped down as CEO. As reported in the 2023 Annual Report, Korn Ferry, which does not have any other association with the Company or individual Directors, undertook the CEO search. A comprehensive role speciﬁcation and skills criteria were provided for the search, and Korn Ferry were challenged to ensure that the long list of candidates was diverse. As a result, a number of women and people from diverse backgrounds were long listed. The selection process comprised six stages, involving all members of the Nomination Committee at various times, the interim CEO and other members of senior management, to ensure a good cultural ﬁt. The process concluded in February 2024 with the announcement of Melanie Lane’s appointment. Following Gareth Davis’ decision to step down as Chair, in order to optimise the composition of the Board, Andy Palmer, one of the automotive industry’s most experienced executives, whose previous roles include Chief Operating Oﬃcer of Nissan and CEO of Aston Martin Lagonda, was appointed Chair with eﬀect from conclusion of the AGM on 5th June 2024. As reported in the 2023 Annual Report, the Nomination Committee discussed a selection process, but determined that in light of Andy’s exceptional knowledge and experience of the automotive industry, EV charging and the Pod Point business, he was the right candidate for the role and able to provide support to the new CEO and stability to the business following a period of signiﬁcant change. Accordingly, it was determined that it was not in the best interests of the business, or its stakeholders to embark on an external selection process, which could be time consuming and costly. During the year, David Wolﬀe stepped down as CFO and was succeeded by Mike Killick as Interim CFO. Savannah Group, which does not have any other association with the Company or individual Directors, undertook the interim CFO search. A comprehensive role speciﬁcation and skills criteria were provided for the search, and Savannah Group were challenged to ensure that candidates were diverse. The selection process comprised a number of stages, involving some members of the Nomination Committee. As previously announced, Philippe Commaret stepped down as an EDF nominated Non‑Executive Director with eﬀect from 10th January 2025 and Norma Dove‑Edwin and Erika Schraner, independent Non‑Executive Directors, will not seek re‑election at the 2025 AGM. The Board decided that appointment of replacement independent Non‑Executive Directors would not be necessary given the size and experience of the Board relative to the size and complexity of the business. Committee members • Dr Andy Palmer (Chair of the Committee) • Dr Margaret Amos • Norma Dove-Edwin • Rob Guyler • Karen Myers • Dr Erika Schraner • Gareth Davis Summary of key roles and responsibilities • Monitor and assess the structure, size and composition of the Board, and monitor the balance of skills, knowledge, experience and diversity on the Board and in senior management • Conduct regular and proactive succession planning • Lead the process for Board appointments • Make recommendations regarding annual re‑election of Directors at the AGM • Make recommendations regarding Board roles and committee memberships • Approve Directors’ external commitments Key activities during the year • Appointment of permanent CEO • Appointment of Interim CFO • Internal Board evaluation and Board skills self-assessment Priorities for 2025 • Development of succession plans in respect of the new Leadership Team • Continuing review and development of Board and committee membership and succession Composition, succession and evaluation 4 Committee meetings in the year 82 % Meeting attendance Governance Financials 104 Pod Point Annual Report and Accounts 2024 Strategic Report Succession plans During the year a new Leadership Team was appointed by Melanie Lane, with an update on the transition to the new team discussed by the Nomination Committee. With the new team in place, succession planning will be a focus in 2025, to ensure that the right skills and experience remain in place to lead the transformation of the business through our Powering Up strategy. Board succession was discussed by the committee during the year, and it was agreed that there is suﬃcient ﬂexibility in the numbers of the Board to allow for an orderly succession. However, Board succession will continue to be considered by the committee. Board Diversity Policy The Board has approved the Board Diversity Policy (the ‘Policy’), which sets out the approach to diversity on the Board of Directors of the Company. The Policy is consistent with the policy that applies to the Pod Point workforce, which is discussed in the Strategic Report on page 58. Further information on the diversity of the Pod Point workforce is set out on pages 58 and 59 of the Strategic Report. Scope of application This Policy applies to the Board only. It does not apply to employees of the Company and its subsidiaries. Policy statement The Board endorses the beneﬁts of representation of a diversity of backgrounds, including in relation to age, gender, ethnicity and educational or professional background, and is committed to ensuring that the Board beneﬁts from a wide range of skills, knowledge, experience, backgrounds and perspectives. All appointments will be made on merit against objective criteria within the context of the required balance of skills and background that the Board requires to function eﬀectively. Objectives To agree measurable objectives for achieving gender, ethnic and cultural diversity on the Board. To ensure that all searches conducted in relation to Board appointments, whether by the Company or external search ﬁrms, identify and present an appropriately diverse range of candidates for the relevant vacancy. Monitoring and reporting Every year, we will present the following matters in our committee report: • a summary of this Policy and progress made against its objectives • the process used in relation to Board appointments • our approach to succession planning and the development of a diverse pipeline of candidates • how diversity helps the Company meet its strategic objectives • other matters as required by the UK Corporate Governance Code and other regulatory and statutory requirements Review We will review the Policy and its eﬀectiveness annually and recommend any changes for Board approval. A copy of this Policy will be maintained on the Company’s investor website. If necessary, this Policy will be reviewed on an ad hoc basis in consideration of any regulatory or governance developments in relation to Board diversity. Progress during 2024 The Board believes an inclusive and diverse membership results in optimal decision-making and assists in the development and execution of a strategy which promotes the success of the Company in line with its overall cultural expectations and for the beneﬁt of its stakeholders. At 31st December 2024, the Board met the diversity targets set out in the Listing Rules with over 40% of the Board being women and one Board member being from a minority ethnic background. Two of the senior positions on the Board, the CEO and SID, are held by women. The following tables set out the information Pod Point is required to disclose under UK LR 6.6.6R(10) and is expressed as at 31st December 2024. Gender identity or sex 1 Number of Board members Percentage of the Board Number of senior positions on the Board (CEO, CFO, Chair and SID) Number in Executive Management 1 Percentage of Executive Management 1 Men 4 44% 2 4 66% Women 5 56% 2 2 33% Not speciﬁed / prefer not to say – – – – – Ethnic background Number of Board members Percentage of the Board Number of senior positions on the Board (CEO, CFO, Chair and SID) Number in Executive Management 1 Percentage of Executive Management 1 White British or other White (including minority‑white groups) 8 89% 4 6 100% Mixed/Multiple Ethnic Groups – – – – – Asian/Asian British – – – – – Black/African/Caribbean/ Black British 1 11% – – – Other ethnic group – – – – – Not speciﬁed/ prefer not to say – – – – – 1 For the purposes of this disclosure Executive Management means the Leadership Team Composition, succession and evaluation continued Nomination Committee Report continued Governance Financials 105 Pod Point Annual Report and Accounts 2024 Strategic Report Induction and development On appointment, Directors are provided with opportunities to be briefed on Pod Point’s operations, including opportunities for brieﬁngs with each member of the Leadership Team. In addition, the Company’s legal advisors provide brieﬁngs for the Directors on their legal duties and responsibilities as Directors of a Main Market Listed Company. On a continuing basis, the Company Secretary will also supply regular updates to the Directors on relevant legal and corporate governance developments. In addition, Directors are able to meet with management whenever they wish. The Nomination Committee is conﬁdent that each of the Board members has the knowledge, ability and experience to perform the functions required of a Director of a listed company. Reappointment of Directors All of the Directors stood for election in accordance with the provision of the articles of association of the Company at the 2024 AGM and will be subject to annual re‑election in future years, in compliance with the Code. The Nomination Committee reviewed the contributions and experience provided by each of the Directors and continues to be satisﬁed that the contributions made by the Directors who will oﬀer themselves for re‑election at the 2025 AGM will continue to beneﬁt the Board. Shareholders will therefore be invited to support their re-election. Details of the Directors are shown on pages 90 to 92. Further details in respect of the contribution each Director makes to the long‑term sustainable success of the Company is set out in the Notice of AGM. External Directorships and Directors’ time commitments The time commitment required of Non‑Executive Directors is approximately 35 days a year and considerably more for the Chair. During the year, signiﬁcant additional time has been required of the Board, particularly the Chair, Senior Independent Director and Chair of the Audit & Risk Committee, due to the events that have taken place and challenges faced, as discussed elsewhere in the Annual Report. The service contracts of Non‑Executive Directors do not permit them to accept other board appointments without consent from the Board. The Chair will consider any potential conﬂicts of interest with the Group or potential constraints on time required to fulﬁl the commitment to the Company. During the year, Margaret Amos was permitted to accept another board position. The Board is satisﬁed that the other commitments of Board members do not detract from the extent or the quality of the time which they are able to devote to the Group. The Board believes, in principle, in the beneﬁt of Executive Directors accepting non‑executive directorships of other companies to widen their skills and knowledge for the beneﬁt of the Company. All such appointments require the prior approval of the Board, and the number of public company appointments is limited to one. Melanie Lane does not hold any such appointments. Eﬀectiveness of the Committee As noted above, an internal evaluation was undertaken in relation to the Board and its committees. The Nomination Committee discussed the elements of the evaluation relating speciﬁcally to its eﬀectiveness and overall was satisﬁed that the committee works eﬀectively. A focus on succession planning was highlighted as an action for the Nomination Committee. Andy Palmer Chair of the Nomination Committee 11th June 2025 Composition, succession and evaluation continued Nomination Committee Report continued Governance Financials 106 Pod Point Annual Report and Accounts 2024 Strategic Report Audit & Risk Committee Report Dr Margaret Amos Chair of the Audit & Risk Committee I am pleased to introduce the report of the Audit & Risk Committee for 2024, which explains the work of the committee. The committee fulﬁls an important oversight role, monitoring the integrity of the Group’s ﬁnancial reporting, risk management and internal control frameworks. Audit, risk and internal control Committee members • Dr Margaret Amos (Chair of the Committee) • Norma Dove-Edwin • Karen Myers • Dr Erika Schraner For as long as EDF’s shareholding is equal to or exceeds 10%, it is entitled to appoint a representative (whose identity must be approved in advance by the Board) as an observer to the committee. Summary of key roles and responsibilities • Monitor the integrity of the Group’s ﬁnancial statements and other formal announcements relating to ﬁnancial performance • Advise on whether the Annual Report and accounts is fair, balanced and understandable • Review and agree the most signiﬁcant management accounting estimates and judgements which impact the ﬁnancial statements • Oversee the internal audit function • Oversee the relationship with the external auditor and scope of the external audit, including monitoring their independence • Monitor and review the adequacy and eﬀectiveness of internal control and risk management systems • Review mechanisms for whistleblowing and prevention and detection of fraud and bribery and other compliance matters • Engage with shareholders on signiﬁcant matters related to the committee’s responsibilities Key activities during the year • Reviewed the full and half year results announcements, the Annual Report and the viability and going concern statements before recommending them to the Board for approval • Transition to the Interim CFO • Received internal audit reports on various areas of the business from our internal auditor, Grant Thornton, and agreed improvement actions • Reviewed the system of internal controls • Oversaw the risk management framework and approved the principal risks for recommendation to the Board • Oversaw the implementation of the Group's new ERP system • Reviewed progress to improve the eﬀectiveness of our compliance processes • Reviewed the Group’s insurance arrangements • Reviewed the committee terms of reference and policies as part of our regular annual agenda Priorities for 2025 • Implementation of the new requirements in respect of audit committees in the new UK Corporate Governance Code • Continue to develop and enhance our internal controls framework A key focus for the committee this year has been the development and maturity of the Group’s control environment. At each meeting we were provided with updates from the Finance team in relation to our internal controls enhancement programme, which continues to progress. Additionally, we have challenged the business to improve the level of controls we have over our non‑ﬁnancial information. Both of these activities will continue throughout 2025. During the year, Grant Thornton, our internal auditor, undertook an ESG data governance review, auditing the processes and controls around ESG reporting. As a consequence, a number of control procedures have been implemented in the review and validation of our GHG and other ESG data. The work we have undertaken this year provides a foundation in respect of Provision 29 of the UK Corporate Governance Code, in respect of internal control. I’d like to thank my colleagues on the committee for their contribution during the year and everyone involved in Pod Point’s ﬁnancial reporting, risk, controls and interactions with both internal and external audit for their hard work during the year and through the year end process. I will be available at the AGM to answer any questions shareholders may have about the work of the committee. Margaret Amos Chair of the Audit & Risk Committee 4 Committee meetings in the year 94 % Meeting attendance Governance Financials 107 Pod Point Annual Report and Accounts 2024 Strategic Report Membership, independence and experience Committee members have been appointed to provide a wide range of ﬁnancial and commercial expertise as set out in their biographies on pages 90 to 92. Margaret Amos is a Fellow of the Chartered Institute of Management Accountants and having undertaken a number of ﬁnance roles is deemed by the Board to have recent and relevant ﬁnancial experience. The committee acts independently of management and the Board is satisﬁed that its members have the appropriate skills, experience, knowledge, qualiﬁcations and competence relevant to Pod Point’s business. External audit The Audit & Risk Committee oversees the Company’s relationship with, and the performance of, the external auditor. This includes responsibility for monitoring its independence, objectivity and compliance with ethical and regulatory requirements, and for approving the nature of non‑audit services, which the external auditor may or may not be allowed to provide to the Company. The committee places great importance on the quality, eﬀectiveness and independence of the external audit process. Auditor appointment, rotation and reappointment Following a competitive tender process in 2023, KPMG was appointed as the Company’s external auditor at the AGM on 5th June 2024. KPMG has indicated its willingness to continue in oﬃce. The Audit Committee recommended to the Board that KPMG be reappointed, and resolutions are to be proposed at the 2025 AGM for the reappointment of KPMG as auditor of the Group, and to authorise the Board to ﬁx their remuneration. The remuneration of the auditors for the FY2024 is disclosed in note 5 to the ﬁnancial statements. The Company’s policy is for no external auditor to stay in post for longer than 20 years and for tenders to be undertaken at least every ten years, in accordance with the provisions of the UK Statutory Auditors Regulations 2017. Accordingly, the next audit tender will take place no later than 2033. Assessment of eﬀectiveness of the external auditor As a committee, we assessed the quality of the audit undertaken by KPMG following completion of the audit process for FY2023. An assessment was undertaken which assessed the areas of planning, execution, completion, professional scepticism and challenge, including audit diﬀerences arising. This considered contributions and feedback from Pod Point management, the Audit Committee and KPMG. From a questionnaire used to assist the assessment, the majority of scores were graded above four out of ﬁve or higher. Overall, the committee was satisﬁed that the audit was conducted eﬀectively and was of good quality. The committee was also satisﬁed with KPMG’s level of competence and professional scepticism in challenging Pod Point’s policies and assumptions, particularly related to the ﬁnancial forecasts used for the impairment assessment and revenue recognition for managed install. It was agreed that there were learnings to be taken into the 2024 audit process, with the feedback having been discussed with KPMG. The committee meets privately with the lead external audit partner, and any other audit staﬀ in attendance at committee meetings as part of the assessment process. It also reviewed and approved the year‑end audit strategy for FY2024, including scope, level of fees and risks, and challenged KPMG on their approach to level of capitalisation of internally generated intangibles and separate presentation of material items in the income statement. Independence and objectivity The committee annually reviews the external auditor’s independence and objectivity by way of (i) assurances provided by the external auditor regarding the safeguards in place to maintain independence; and (ii) oversight of total non‑audit service fees. The committee undertook a review of the independence and objectivity of KPMG as part of its annual review process at its meeting in November 2024. Non-audit services and fees During the year, the committee reviewed and approved the Company’s non‑audit services policy, which sets out the list of services and work that the external auditor is prohibited from undertaking for the Company. The policy also includes a requirement for the Chair of the Audit & Risk Committee to approve all non‑prohibited services up to £25,000 in value, and for the Audit & Risk Committee to approve all non‑prohibited services over £25,000 in value. During 2024, KPMG did not undertake any non‑audit services except for review of the Group's interim results. Financial Reporting Council Review During the year, the Company received a letter from the FRC requesting background information in respect of impairment testing of goodwill and other intangible assets, impairment testing of parent company investments in subsidiary undertakings and recoverability of intercompany debtors in parent accounts. The review conducted by the FRC was based solely on the Group’s 2023 published report and accounts and does not provide any assurance that the report and accounts are correct in all material respects. The FRC’s role is to consider compliance with reporting requirements and not to verify the information provided. The committee oversaw management’s process of drafting a response to these enquiries and ensured that the draft responses were shared appropriately with the Group’s auditor. Responses were provided in a timely manner including a commitment to enhanced disclosures in some areas, which have been reﬂected in the 2024 accounts, and the enquiries were resolved satisfactorily. Financial reporting During the year, the committee and the Board monitor the integrity of any externally published announcements relating to the Group’s ﬁnancial performance. Reports are requested from management on particular matters, especially where a signiﬁcant element of judgement is required. Additionally, the Chair of the committee has regular contact with the audit partner without the presence of the Executive Directors. An important responsibility of the committee is to review and agree the most signiﬁcant management accounting estimates and judgements which impact the ﬁnancial statements. The key areas of judgement in the year are set out on page 108. After reviewing reports on the signiﬁcant estimates and areas of judgement and after discussion with KPMG, the committee agreed that the judgements made were appropriate and correctly reﬂected and presented in the Annual Report. Audit, risk and internal control continued Audit & Risk Committee Report continued Governance Financials 108 Pod Point Annual Report and Accounts 2024 Strategic Report Signiﬁcant issues and other accounting judgements Area Why it is signiﬁcant Audit & Risk Committee action Going concern Given trading losses and cash outﬂow in FY2024, as well as the Group’s liquidity position, the Directors anticipate that further funding will be required in the going concern assessment period and are in active discussions in this respect. As of the date of this report, this funding has not yet been agreed. In addition, there may be a restructuring of the Group on a potential change of control. Therefore, a material uncertainty in respect of going concern has been disclosed The committee has reviewed management’s forecasts as to cash need over the assessment period and has had regard to the status of further funding. Given there is a reasonable expectation this will be successfully concluded, the committee is comfortable that a going concern preparation with material uncertainty wording is appropriate Impairment of intangible assets and of parent company investments and intercompany receivables The current economic climate, and delays in EV growth, have impacted on the results of the business and market capitalisation. An impairment charge was made in FY2023 results. Accordingly, the carrying value of goodwill and other intangible assets has been classiﬁed as a signiﬁcant estimate for the year The committee challenged management to demonstrate that appropriately risk‑adjusted forecast assumptions were used for the impairment assessment to represent a balanced view of trading performance, particularly in respect of the Energy Flex and International CGUs in making the assessment at the parent company level The committee considered whether the impairment charge of £44.4 million made over intangibles relating to the UK Home, UK Commercial and UK Distribution CGUs, appropriately reﬂect the Group's performance and the current economic climate, and also was appropriate in the context of the value of the oﬀer received for the Group's shares from EDF in April 2025, and concluded that this was the case. The committee considered management's assessment of the carrying value of the parent company cost of investment and of the expected credit loss provision required over intercompany receivables in the parent company. The committee were satisﬁed that impairment charges taken reﬂected appropriately risk adjusted views of the recoverabilty of these amounts Recoverability of trade receivables and contract assets During FY2024 we saw a signiﬁcant increase in the Group's aged trade receivables. This was a result of deterioration in our collections performance, due to resourcing issues and to a pull of focus onto the ERP system during its implementation The committee challenged management on the recoverability of trade receivables and contract assets including to provide data on ageing of balances and of amounts by customer type. A provision of £4.5 million was assessed as appropriate The committee also recommended a temporary expansion in collections resource which has now been implemented Capitalisation of development costs Given the overall value of spend on IT development costs the capitalisation of internally generated development costs continues to be a signiﬁcant accounting assessment The committee reviewed capitalisation in light of the signiﬁcant development of new products and services in FY2024 and concluded that the treatment was appropriate During the year, KPMG has demonstrated professional scepticism in challenging Pod Point’s policies and assumptions including in the following areas: Impairment of intangible assets: KPMG challenged management to demonstrate the validity of our growth rate assumptions for each cash generating unit ("CGU") and the appropriateness the discount rates used across CGUs and geographies. KPMG also challenged management as to how the impairment assessment exercise at 31st December 2024 was informed by external sources of data and the Group’s own historical experience. KPMG challenged management as to the recoverable value of intangible assets post impairment charges in the context of the value of the oﬀer received for the Group's shares from EDF in APril 2025. Impairment of receivables: KPMG challenged management to demonstrate the recoverability of receivables in view of increase in aging proﬁle and credit collection challenges during 2024. KPMG made use of working capital specialists in their work. Tritium provision: During the year, Tritium DCFC Limited, the parent entity of a supplier of rapid charging units to the Group, entered administration, but several months later was taken over by Exico. Due to initial uncertainty, the Group recognised, at 30th June 2024, provisions for the carrying value of Tritium stock on hand and expected future costs of maintenance and repair services under existing warranty commitments, which the Group currently expects to have to fulﬁl. A provision covering parts and labour was also recognised at 30th June 2024. Exico subsequently indicated that they expect to fulﬁl Tritium’s warranty obligations with respect to replacement of faulty parts, although not with respect to shipping and labour costs. Accordingly, in the second half of 2024, the element of the provision relating to replacement parts was released. The net charge is visible in these ﬁnancial statements within exceptional items. KPMG has sought to understand and document the fact pattern of the Tritium administration and challenged the assumptions made and process of review applied to the provision. Business model: As part of their review of going concern and the viability assessment, and to help better understand and challenge our strategy (including the launch of the Pod Drive proposition) KPMG involved specialists with EV industry experience. Going concern assessment period: Management's going concern assessment has covered a period greater than 12 months reﬂecting the period required to execute the Group's strategy and the Group's reliance on continued growth in EV adoption. Given the liquidity position of the Group and the requirement for further funding which is not yet agreed, together with a potential restructuring of the Group on a potential change of control, a material uncertainty has been disclosed. The committee and other Board members were consulted at various stages of the drafting of the Annual Report, as well as having the opportunity to review the Annual Report as a whole. In forming Audit, risk and internal control continued Audit & Risk Committee Report continued Governance Financials 109 Pod Point Annual Report and Accounts 2024 Strategic Report its opinion and recommendation to the Board in respect of the above matters, the committee carried out the following actions: • A qualitative review of disclosures and a review of internal consistency throughout the report • A review of all material matters, as reported elsewhere in this report • A review of the ESG and TCFD disclosures • A risk‑comparison review, which assessed the consistency of the presentation of risks, and signiﬁcant judgements throughout the main areas of risk disclosure • Ensuring the report accurately reﬂects: • the Company’s position and performance as described on pages 25 to 30 • the Company’s business model, as described on pages 16 to 20 • the Company’s strategy, as described on pages 21 to 24 Based on this work, together with the views expressed by the external auditor, the committee recommended, and in turn the Board conﬁrmed, that it could make the required statement that the Annual Report is ‘fair, balanced and understandable’. Risk management The Board is responsible for ensuring that sound risk management is in place. The Executive Directors and Leadership Team are responsible for designing the risk management policy and procedures, and ensuring they are eﬀective throughout the Group. More details can be found on risk management on pages 73 to 84. The committee’s discussions and oversight of the risk management process continued throughout the year working closely with the General Counsel, who led risk management within the Leadership Team. This enabled the committee to assess the quality of existing practices and processes used to identify, assess and mitigate responses to risks and the committee is satisﬁed that the risk management framework is ﬁt for purpose. The Technology Committee met three times during the year to review, in greater detail, progress on the systems development, product development and cyber security in support of the oversight of management’s IT strategy and cyber security plan. Internal control The Board is responsible for ensuring that internal control systems are in place and that the Executive Directors and Leadership Team design and maintain eﬀective internal control systems throughout the Group. The internal control system is a framework to manage risks and monitor compliance with procedures. It is designed to meet Pod Point’s particular needs and the risks to which it is exposed. However, it can provide only reasonable, not absolute, assurance against material loss to the Group or material misstatement in the ﬁnancial statements. The internal auditors provide information to the committee at each of its meetings to enable it to review the adequacy and eﬀectiveness of the Group’s internal control procedures, covering ﬁnancial, operational and compliance controls. The committee held a deep dive during the year into procedures for preventing and detecting fraud and controls for preventing bribery and facilitation of tax evasion, reviewed various policies including whistleblowing, IT and treasury and considered progress made in respect of improvements to compliance controls. Additionally, the Technology Committee reviewed cyber security at each meeting, ensuring oversight of the strengthening of cyber controls. Having conducted an extensive review of the control framework in 2023, identifying key ﬁnancial controls and areas where enhancements are required, the committee has reviewed progress on an ongoing basis. Further control improvements , especially in light of the need for the expanded bad debt provision, are required and expected and will remain a focus of the committee in 2025. During the year, the business implemented an ERP system in place of the existing accounting software, providing some like‑for‑like replacement and new functionality. The ERP system does not itself guarantee ﬁnancial control improvements, however management have been able take advantage of the signiﬁcant upgrade in functionality to enhance the operation of controls. For example, as part of the ERP we moved from a manual purchase order process to an order approval process with workﬂow and approval limits built into the system and a three way match process. During the year, the past due ageing of trade receivables increased, partly due to a temporary shift in focus during the ERP implementation period. A provision of £5.3 million over receivables which have been assessed as impaired at the reporting date has been recognised in the current year. Resourcing and ﬁnancial controls in the receivables area are currently under review. As mentioned in my opening on page 106, we have challenged the business to continue to embed non‑ﬁnancial controls within the business. The process was commenced with the ESG data governance audit, providing opportunities to enhance controls in this area, some of which have already been implemented in readiness for the FY2024 reporting process. During the course of 2025, we will continue to oversee the strengthening of compliance and non‑ﬁnancial internal controls and the work on material controls to support enhanced disclosures as set out in Provision 29 of the new UK Corporate Governance Code. Eﬀectiveness of the Group’s system of internal controls and risk management The committee has conducted a review of the eﬀectiveness of the Group's system of internal controls, reviewing and discussing a paper prepared by management, setting out the controls in place, any failings during the year and action taken as a result. The committee has also monitored and reviewed the eﬀectiveness of the Group’s overall approach to risk management, including approval of the risk management policy and a review of the risk management process. Internal audit The committee is responsible for reviewing and approving the role and mandate of the Company’s internal audit function, and monitoring and reviewing the eﬀectiveness of its work. Grant Thornton completed ﬁve audit reviews in 2024: (i) health and safety compliance; (ii) supply chain and procurement; (iii) data privacy and GDPR; (iv) ERP implementation; and (v) ESG data governance. Reports on each of these audits were reviewed at committee meetings and feedback provided on the completion of actions identiﬁed in the reports. Additionally, ﬁeldwork was completed during the year in respect of ERP post implementation review and payroll, and reports provided in early 2025. During the year, the committee met with Grant Thornton without the presence of management, and Grant Thornton conﬁrmed that the businesses engagement with internal audit was good, and progress Audit, risk and internal control continued Audit & Risk Committee Report continued Governance Financials 110 Pod Point Annual Report and Accounts 2024 Strategic Report was being made on identiﬁed actions. At the committee meeting in November 2024, the Internal Audit Plan for 2025 was approved. Grant Thornton has, at the committee’s request, assessed themselves against the Internal Audit Code and provided areas where they feel they can improve. The Pod Point team also assessed Grant Thornton’s eﬀectiveness and quality through a questionnaire completed by internal stakeholders, which assessed their performance as good overall with the area of project planning identiﬁed for improvement. The results were presented to the committee, which agreed with the assessment. Whistleblowing The Board has delegated oversight of the Group’s whistleblowing policy and procedures to the Audit & Risk Committee. During 2023, Pod Point’s whistleblowing policy was reviewed and approved by the committee. Management was requested to ensure that there is continued awareness of whistleblowing procedures and to encourage reporting. Details of the current policy and procedures are set out on page 98 of the Corporate Governance Report. Incidents reported via the Company’s whistleblowing arrangements were scheduled to be discussed on a quarterly basis at each of the committee’s scheduled meetings in 2024. Eﬀectiveness of the committee As noted on page 101 an internal evaluation was undertaken in relation to the Board and its committees. The Audit & Risk Committee discussed the elements of the evaluation relating speciﬁcally to its eﬀectiveness and overall were satisﬁed with the work of the committee during the year. Whilst no actions were highlighted for the committee, consideration will be given to whether any development or training is required for committee members. The Audit & Risk Committee were in regular discussions with Management and KPMG with regards to the status of the audit, and subsequent to the receipt of the non‑binding conditional proposal from EDF, the publication of the audit was delayed and shares were suspended as of 1st May 2025 to ensure the necessary quality standards of the audit. Margaret Amos Chair of the Audit and Risk Committee 11th June 2025 Audit, risk and internal control continued Audit & Risk Committee Report continued Governance Financials 111 Pod Point Annual Report and Accounts 2024 Strategic Report Dr Margaret Amos Chair of the ESG Committee ESG Committee Report Committee members • Dr Margaret Amos (Chair of the Committee) • Karen Myers • Melanie Lane (from 25th July 2024) • Dr Andy Palmer (until 25th July 2024) Summary of key roles and responsibilities • Overseeing the Company’s approach to its ESG strategy and ensuring it aligns with the overall strategic plan and promotes the Company’s long‑term sustainable success • Development of ESG metrics and targets to support improvements in the Company’s ESG performance • Reviewing and advising on ESG and TCFD disclosures • Approving policies relating to ESG matters • Working with the Board and other committees to ensure good information ﬂows to support the Board’s responsibility for ESG Key activities during the year • Discussed the outputs from the climate- related risks and opportunities workshop • Reviewed and approved the ESG and TCFD disclosures for the 2023 Annual Report • Received updates on progress of core sustainability activities agreed for 2024 • Approved the Environmental and Modern Slavery Policies • Monitored compliance with applicable ESG and environmental regulations • Monitored metrics and targets and approved core sustainability activities for 2025 • Monitored employee diversity data and gender pay gap reporting • Reviewed ESG training rolled out across the business • Reviewed workforce engagement • Monitored the development and implementation of the Supply Chain Sustainability Programme • Received updates on the certiﬁcation of our EMS to ISO 14001 standard Priorities for 2025 • Continued implementation of the Supply Chain Sustainability Programme • Continuation of internal ESG engagement events and training • LCAs for our main suppliers’ products • Update Environmental Policy • Monitoring key metrics and performance against targets I am pleased to introduce the ESG Committee Report. The committee was established in 2022 to assist the Board in articulating and developing an ESG strategy and in reviewing the practices and initiatives of the Company relating to ESG matters, ensuring they remain eﬀective and up to date. It plays an important part in the Board’s role of monitoring the eﬀectiveness of the Company’s sustainability activities. There have been two key achievements during the year. The development and ﬁrst stage implementation of the Supply Chain Sustainability Programme, which will drive higher standards of sustainable, ethical, and responsible business practices across our supply chain and certiﬁcation of our EMS to ISO 14001 standard. This provides a framework for us to monitor and maintain our environmental compliance, eﬀectively manage our environmental risks and performance, and continually improve the way we operate as an environmentally responsible company. As reported elsewhere in this report, it has been a challenging year for the Group and whilst sustainability remains integral to our purpose, that driving shouldn’t cost the earth, and the committee’s focus is to continually improve our approach to ESG, it has to be mindful of the other priorities in the business and the need for balance. In this context, I am extremely pleased with the progress made and would like to thank all colleagues for their commitment to sustainability. Margaret Amos Chair of the ESG Committee 4 Committee meetings in the year 100 % Meeting attendance Governance Financials 112 Pod Point Annual Report and Accounts 2024 Strategic Report Approach to sustainability The ESG Committee is fully embedded as an important part of the Board’s oversight of sustainability related activities across the Group. It has overseen the development of the environmental strategy: Enable – Encourage – Eliminate, and monitored opportunities for improving our sustainability performance. The Committee has a rolling agenda and during the year continued to receive regular reports on progress on our sustainability activities. The ESG Committee has oversight of the climate‑ related risk and opportunities, as well as monitoring progress against KPIs, including our GHG emissions, and our environmental targets. Meeting materials are structured to support the committee to oversee the delivery of our core activities, ensure focus on our ESG priorities, and facilitate adequate challenge by committee members. This includes the attendance of relevant management with responsibility for particular ESG actions. Board and Committee members also received a variety of reports on a regular basis, including training from the Company’s lawyers on governance, strategy, regulation and litigation in respect of ESG related matters. The committee is made aware of signiﬁcant updates across the annual reporting cycle and received regular ESG governance updates as part of the Legal & Company Secretarial report provided to the Board at each scheduled Board meeting. The ESG Working Group is a management committee responsible for ESG related subjects on a day‑to‑day basis and is chaired by the General Counsel & Company Secretary. It continues to meet on a regular basis and report to the ESG Committee. The Sustainability Manager, an IEMA certiﬁed Environmental Management Practitioner, leads environmental performance as part of the ESG Working Group. During the year she has led the ISO certiﬁcation of our EMS. ISO 14001 is the internationally recognised standard for EMS; it provides a framework for organisations to design and implement an EMS, and continually improve their environmental performance. By adhering to this standard, we can ensure we are taking proactive measures to minimise our environmental footprint, comply with relevant legal requirements, and achieve our environmental objectives. TCFD The committee oversees the Company’s ESG and TCFD disclosures, and considers how best to report on the four TCFD disclosure areas. The committee received updates between meetings and drafts of our disclosures, as well as challenge provided by KPMG. Climate‑related risk and opportunities were reviewed as part of the risk review process, the output of which is included in our TCFD disclosures for FY2024. A workshop was held with the Finance team to ensure that the impact of climate‑related risks and opportunities on our ﬁnancial statements was properly modelled and disclosed. The full report on TCFD is available on pages 42 to 54. ESG data governance audit During the year, Grant Thornton, working with members of the ESG Working Group, undertook an ESG data governance review, auditing the processes and controls around ESG reporting. They reported that there are clear governance structures around ESG through the ESG Working Group and ESG Committee. The environmental strategy is clearly deﬁned, although social and governance aspects are currently less mature, which has been impacted by the recent organisational changes. As a consequence, a number of control procedures have been implemented in the review and validation of our GHG and other ESG data, and other actions will be undertaken during 2025. Eﬀectiveness of the committee As noted on page 101, an internal evaluation was undertaken in relation to the Board and its committees. The ESG Committee discussed the elements of the evaluation relating speciﬁcally to its eﬀectiveness and overall were satisﬁed with the work of the committee during the year. Consideration will be given to further engagement of the Board in ESG matters. Margaret Amos Chair of the ESG Committee 11th June 2025 ESG Committee Report continued Governance Financials 113 Pod Point Annual Report and Accounts 2024 Strategic Report Directors’ Remuneration Report Karen Myers Chair of the Remuneration Committee Committee membership The Remuneration Committee comprises all the independent Non- Executive Directors, namely Karen Myers (Chair of the committee), Dr Margaret Amos, Norma Dove-Edwin, Dr Erika Schraner and Gareth Davis. The biographies of each member of the committee are set out on pages 90 to 92. Our remuneration philosophy The main objectives of the Policy are to attract, retain and motivate the Executive Directors and senior employees, and to support the implementation of the Group’s business strategy in a way which is aligned to the creation of long‑term shareholder value. The Policy reﬂects the Pod Point culture and values. The business context The key context which the Remuneration Committee considered at all times was the continuing disappointing shareholder experience in 2024, notwithstanding some important achievements in operational performance. In terms of our operational performance, as referred to elsewhere in this Annual Report, Pod Point made progress against its Powering Up strategic initiatives, delivering against eight of the nine operational KPIs set out in our Capital Markets Day presentation in November 2023. This included signiﬁcant progress in driving Energy Flex and Recurring Revenues, beating our upgraded guidance of £500,000, achieving the £6 million annualised cost saving and embedding ROI disciplines across the Group, together with the launch of our Solo 3S product in Spain and France. This was achieved whilst maintaining outstanding levels of customer service with 4.5 out of 5 rating on Trustpilot and 4.6 out of 5 rating on Reviews.io. The strategic and operational highlights include: • Successful launch of the Solo 3S, our new chargepoint with solar integration and OCPP compatibility, delivering a key 2024 objective • Entry into the Energy Flex capacity market with an uplift in 2024 revenues • Launched in Spain via a partnership with SeisSolar • Passing the 250,000 chargepoints milestone in our UK network Ongoing weakness in the private new car segment of the EV market and wider uncertainty of changes to EV government regulations have meant it will not be possible for us to set a normal 2025 LTIP. Board changes Melanie Lane was appointed as Pod Point’s new Chief Executive Oﬃcer and took up her appointment on 1st May 2024. Melanie’s salary is £450,000 per annum, which reﬂects her experience in the industry and is the same level of salary as we paid to our former permanent CEO, Erik Fairbairn. Melanie’s’ pension contribution rate is 4.5% (UK employee level). In order to secure Melanie’s appointment as our CEO, which involved Melanie relocating from the Netherlands to the UK, time limited relocation‑related beneﬁts are being provided in 2024 and 2025 as allowed by our Policy . Melanie was granted awards for 2024 under the LTIP, which included a one‑oﬀ Powering Up Award as set out in last year’s report – see page 122. Andy Palmer served as interim CEO until Melanie’s appointment, becoming Chair of the Board following Pod Point's 2024 AGM at which Gareth Davis stepped down as Chair to become an independent Non‑Executive Director. David Wolﬀe stepped down as CFO on 9th October 2024. In line with his contractual notice period which runs until, 30th April 2025, he will continue to be paid his salary and his contractual beneﬁts as required. David was permitted to retain his participation in our incentive plans, but these remain fully subject to continuing performance conditions and can only deliver pro‑rated outcomes. Mike Killick was appointed to the Board in October as Interim CFO for a period up to 18 months, after which a permanent appointment will be made. His salary was £360,000 per annum which was the same as the outgoing CFO and reﬂects the interim nature of the appointment and that he is a highly experienced ﬁnance professional. As noted elsewhere in this Annual Report, Mike is currently on a leave of absence for ill‑health and has stepped down from the Board during this absence. The committee was pleased to see our new Executive Directors purchase shares in the Company following their appointments, which provides immediate alignment with our shareholders. Employee engagement The committee continues actively to engage with employees through the use of engagement surveys and other wider Board engagement activities, which are fed back to the committee to assist its deliberations. In accordance with Provision 41 of the UK Remuneration The Directors’ Remuneration Report that follows has been prepared in accordance with the Listing Rules, the Large and Medium-sized Companies and Groups (Accounts and Reports) (Amendment) Regulations 2013 and the Companies Act 2006. Dear Shareholder, This Directors’ Remuneration Report consists of three parts: • The Annual Statement, which summarises the activities of the Remuneration Committee in 2024 and our approach to remuneration, key decisions made and the context for those decisions • The Annual Report on Remuneration, which will be subject to an advisory vote at the 2025 AGM • The Directors’ Remuneration Policy (the Policy) which sets out the remuneration framework that applies to the Executive Directors, the Chairman and the other Non‑Executive Directors and which is subject to a binding vote at the 2025 AGM Governance Financials 114 Pod Point Annual Report and Accounts 2024 Strategic Report Corporate Governance Code the Chair of the committee engaged with employees on the Board’s roles and responsibilities, including an overview of the role of the Remuneration Committee and its approach to Executive remuneration, explaining how it aligns with wider Company pay policy. Employees were asked if they had any questions in respect of the work of the Remuneration Committee or Executive pay. In addition, the Remuneration Committee Chair has regular discussions with our largest shareholder representatives on matters of Executive remuneration. Major decisions made by the committee have beneﬁtted from previous dialogue to understand the shareholder perspective. Performance and reward in 2024 Annual bonus The 2024 Annual Bonus Plan ("ABP") was assessed against revenue (25% weighting), adjusted EBITDA (50% weighting) and operational objectives (25% weighting). Pod Point’s ﬁnancial performance was negatively impacted by a number of internal and external factors and performance on both revenue and adjusted EBITDA was below the respective thresholds for the 2024 ABP. Notwithstanding that, most of the operational objectives were met in full as Pod Point’s ﬁnancial performance was below threshold, the Remuneration Committee used its discretion to reduce the bonus for all eligible employees to zero and no 2024 bonuses are being paid. In making this determination the committee was mindful of the overall ﬁnancial performance of the business, including its cash position and the shareholder experience across 2024. The committee made the decision after careful consideration and following consultation with our largest shareholder. The committee will continue to use its discretion to ensure that reward outcomes are reﬂective of performance outcomes for stakeholders. Long-term incentives In 2024, Pod Point made LTIP awards to selected employees. The awards for the Executive Directors were, as set out in last year’s report, split across the normal LTIP award and a one‑oﬀ Powering Up Award. The award levels for the CEO were split as one million shares in the normal LTIP award and 750,000 shares in the Powering Up Award. For the then CFO, these were split as 800,000 shares in the normal LTIP and 600,000 shares in the Powering Up Award. The performance and vesting period for the normal LTIP award is three years and the performance measures and the weightings for the 2024 awards are as follows: adjusted EBITDA (30%); relative TSR v FTSE Small Cap (20%); operating free cashﬂow (25%), and key speciﬁc and measurable strategic measures, which will directly link with the Powering Up strategy (25%). The shares under the one‑oﬀ Powering Up Award will vest after four years, rather than three, subject to the achievement of free cashﬂow after capital expenditure performance targets aligned to our ambition to be cashﬂow positive in FY2027. The standard of performance required is over and above that required to trigger maximum vesting of the normal LTIP award. A two‑year holding period will apply to the normal LTIP award and a one‑year holding period applied to the Powering Up Award. The total face value of both awards were equivalent to circa 86% of salary for each of the new CEO and the then CFO based on the share price at 8th April 2024 (the latest practical date before the publication of last year’s report), and therefore within the limits of the policy. The face value on grant of the normal LTIP award was therefore circa 49% of salary and the face value on grant of the Powering Up Award was circa 37% of salary. The Remuneration Committee will modify vesting outcomes to zero if Remuneration continued Directors’ Remuneration Report continued necessary if it is not satisﬁed with the quality of the performance at the end of the three‑year and four‑year performance periods and/or we have any doubts about sustainability. Our Directors’ Remuneration Policy Our current Policy was approved at the 2022 AGM and received 99.98% support. A new Policy will be put forward for approval at the 2025 AGM on the third anniversary of its last approval. The Remuneration Committee spent time during the year considering the needs of the business and key reward challenges for the next three years. The committee continues to believe that the current Policy is ﬁt for purpose and has decided to make no material changes at this time. Implementing the Policy for FY2025 The salaries for the CEO and Interim CFO were set at appointment. There were no increases during 2024 and there will be no increases for 2025 for the Executive Directors. Across the Company no senior leaders or managers are being awarded a salary increase for 2025 to recognise costs pressures, although increases (between 1.5% and 3.5% depending on salary banding and other factors) are being awarded to entry level and junior employees to retain key technical skills critical to the Company’s operational success. The 2025 ABP will operate on similar terms to 2024 in terms of quantum and structure. The performance conditions chosen for 2025 reﬂect the strategic ambitions of the business. Half of the bonus will be based on the achievement of ﬁnancial metrics (revenue and EBITDA) with the remaining half based on the achievement of non‑ﬁnancial metrics linked to the strategic progress of the business. The committee is comfortable that the balance of measures is appropriate for the business given the business priorities for 2025. The measures, targets and actual outcomes will continue to be disclosed on a retrospective basis. As demonstrated this year, the committee will continue to use its discretion to ensure that reward outcomes are reﬂective of performance outcomes for stakeholders The Remuneration Committee has no immediate intention of granting a 2025 LTIP award to the Executive Directors but will keep the matter under review. To the extent that any award is considered later in 2025, it will remain within the limits of the Policy and include stretching performance measures which will be disclosed in next year’s report. Conclusions In accordance with TCFD recommendations, the Board has set climate‑related targets, one of which is that a minimum of 15% of the Executive Directors’ variable remuneration potential, including any outstanding in‑ﬂight bonus or share awards, should be linked to ESG measures. At 31st December 2024, circa. 18% of Executive Director variable remuneration was subject to ESG related performance measures. We are conﬁdent in the capabilities of our new CEO and her new Leadership Team and believe that the proposed new Policy will support the steady and sustainable execution of Pod Point’s business strategy over the next few years. I welcome any feedback or comments on the Directors’ Remuneration Policy or on the Directors’ Remuneration Report more generally. Karen Myers Chair of the Remuneration Committee 11th June 2025 Governance Financials 115 Pod Point Annual Report and Accounts 2024 Strategic Report Committee members • Karen Myers (Chair of the committee) • Norma Dove-Edwin • Dr Margaret Amos • Dr Erika Schraner • Gareth Davis For as long as EDF’s shareholding is equal to or exceeds 10%, it is entitled to appoint a representative (whose identity must be approved in advance by the Board) as an observer to the committee. The committee may invite the Chair, CEO, CFO and other members of management to attend all or part of meetings but no individual is present when their own remuneration is discussed. Summary of key roles and responsibilities • Develop the Group’s policy on Executive remuneration • Determine the levels of remuneration for Executive Directors, the Chair and other Senior Executives • Consider, determine and approve the provisions of the service agreements for Executive Directors, the Chair and other Senior Executives • Prepare an annual Directors’ Remuneration Report for approval by the shareholders at the AGM • Approve any share scheme to be established by the Company Key activities during the year • The joiner arrangements for the new CEO, Melanie Lane, including the details of her repatriation arrangements from the Netherlands to the UK – see page 116 • The leaver arrangements for former CFO, David Wolﬀe – see page 120 • Recruitment and leaver arrangements for other Senior Executives • The drafting of the 2024 Directors’ Remuneration Report • Assessment of the performance measures and targets used for FY2024 ABP and LTIP • The design and development of the FY2025 incentives, including monitoring of share dilution • Pay and employment conditions in the wider workforce, including review of the CEO pay ratio and gender pay gap • Monitoring regulatory updates including proxy agency and investor guidelines Advisors The committee appointed FIT Remuneration Consultants LLP ("FIT") as their independent advisor. FIT advised on all aspects of the Directors’ Remuneration Policy and practice and reviewed remuneration structures against corporate governance norms. FIT is a member of the Remuneration Consultants’ Group and complies with its Code of Conduct, which sets out guidelines to ensure that its advice is independent and free of undue inﬂuence. FIT carries out no other work for Pod Point or its subsidiaries. The Remuneration Committee has used its judgement to assess the advice provided and is satisﬁed that it is objective. For FY2024, FIT was paid on both a retainer basis and for hours worked on speciﬁc pieces of work at the request of the committee Chair. The total for the year amounted to £81,456 (2023: £71,791) with this increased fee level reﬂecting additional support on Board‑level changes in 2024. Implementation of the Directors’ Remuneration Policy for FY2025 Element of pay Chief Executive Oﬃcer – Melanie Lane Interim Chief Financial Oﬃcer – Mike Killick Base salary £450,000 on appointment with no further increases for FY2025 £360,000 on appointment with no further increases for FY2025 Pension Aligned to the employer contribution for all employees. This is 4.5% of salary in FY2025 Aligned to the employer contribution for all employees. This is 4.5% of salary in FY2025 Beneﬁts Car allowance of up to £20,000 and private medical cover Second year of agreed relocation beneﬁts connected with relocation from the Netherlands to the UK to take up the post of CEO Car allowance of up to £20,000 and private medical cover ABP Maximum: 125% of salary. 70% paid in cash/30% deferred into shares for two years when they will vest The bonus will be subject to the achievement of stretching ﬁnancial (50% weighting) and non‑ﬁnancial (50% weighting) performance measures which are aligned to the strategic priorities of the business. The ﬁnancial elements will be based on the achievement of challenging adjusted EBITDA and revenue measures with a cash underpin. The speciﬁc performance targets are considered to be commercially sensitive at this time but will be disclosed on a retrospective basis in next year’s report LTIP No awards planned for FY2025 at present The grant of an award for 2025 will be kept under review. Any awards will be within the limits of the Policy and have stretching performance metrics which will be disclosed in the following Directors’ Remuneration Report. Shareholding guideline 300% of salary Normally continues for two years post‑cessation No shareholding requirement given the interim basis of the appointment. Element of pay Chair’s fee Non-Executive Directors’ fees Fees £200,000 (no increase for FY2025) Base fee: £58,000 (no increase for FY2025) Audit Committee Chair’s fee: £12,000 (no increase for FY2025) Remuneration Committee Chair’s fee: £11,000 (no increase for FY2025) ESG Committee Chair’s fee: £5,000 (no increase for FY2025) Senior Independent Director’s fee: £10,000 (no increase for FY2025) Single total ﬁgure of remuneration (audited) The following tables set out the total remuneration received by Executive Directors and Non‑Executive Directors from the date of incorporation, which represents full‑year ended 31st December 2024 and the full‑year ended 31st December 2023. Remuneration continued Directors’ Remuneration Report continued 7 Committee meetings in the year 85 % Meeting attendance Governance Financials 116 Pod Point Annual Report and Accounts 2024 Strategic Report £’000 Salary and fees Beneﬁts 1 Bonus LTIPs Pension 2 Total ﬁgure remuneration Total ﬁxed pay Total variable pay Executive Directors Melanie Lane 5 2024 300 89 – – 14 403 403 – Mike Killick 6 2024 83 4 – – 4 91 91 – Andy Palmer 3 2024 233 – – – – 233 233 – 2023 331 – – – – 331 331 – David Wolﬀe 4 2024 279 19 – – 13 311 311 – 2023 360 25 90 – 17 492 402 90 Former Executive Directors Erik Fairbairn 3 2023 232 2 – – 21 255 255 – David Surtees 4 2023 3 – 1 – – 4 3 1 Non-Executive Directors Gareth Davis 7 2024 1818 4 – – – 122 122 – 2023 224 9 – – – 233 233 – Philippe Commaret 8 2024 – – – – – – – – 2023 – – – – – – – – Robert Guyler 8 2024 – – – – – – – – 2023 – – – – – – – – Andy Palmer 3 2024 174 1 – – – 175 175 – 2023 45 – – – – 45 45 – Margaret Amos 7 2024 73 – – – – 73 73 – 2023 95 – – – – 95 95 – Norma Dove-Edwin 2024 61 – – – – 61 61 – 2023 58 - - - - 58 58 – Karen Myers 7 2024 79 – - – – 79 79 – 2023 114 – - – – 114 114 – Erika Schraner 2024 58 – – – – 58 58 – 2023 58 – – – – 58 58 – Notes to table: 1 Beneﬁts corresponds to the taxable beneﬁts receivable during the relevant ﬁnancial year. 2 Pension corresponds to the amount contributed to deﬁned contribution pension plans or a cash payment in lieu of a pension contribution 3 Andy Palmer served as Senior Independent Director until 6th July 2023 when he was appointed as interim CEO. On 1st May 2024, Andy stepped down from his executive role and became Chair Designate before taking the role of Non‑Executive Chair on 5th June 2024. His pay is shown separately for his executive and non‑executive positions. Erik Fairbairn stepped down as CEO on 6th July 2023. 4 David Wolﬀe was appointed CFO on 3rd January 2023 and stepped down on 9th October 2024. David Surtees retired as CFO on 3rd January 2023. Amounts payable to the former CFO David Wolﬀe in 2024 subsquent to his resignation as Director amounted to £91k. Amounts payable to David Wolﬀe in 2025 totalling £134k have been accrued at 31st December 2024 but are not presented within the ﬁgures above as they will be presented in 2025 5 Melanie Lane was appointed as CEO on 1st May 2024. The recruitment arrangements for Melanie Lane comprised a one oﬀ relocation allowance of EUR 10k and the payment of an allowance of £60k a year for two years only in respect of school fees in addition to her other beneﬁts the taxable value of which is shown above 6 Mike Killick was appointed as Interim CFO on 9th October 2024 7 Includes an additional one‑oﬀ payment for signiﬁcant additional time spent during 2023 on Pod Point matters as set out in last year’s report Remuneration continued Directors’ Remuneration Report continued Governance Financials 117 Pod Point Annual Report and Accounts 2024 Strategic Report 8 Philippe Commaret and Robert Guyler are not entitled to any fee from the Company in respect of their Directorships Base salary in 2024 The annual base salaries for the CEO and CFO were £450,000 and £360,000 respectively. As noted last year, the base salary for Andy Palmer as interim CEO was set at £700,000 on appointment, reﬂecting his vast experience in the industry, and on the basis that he was not entitled to a pension contribution and did not receive an award of shares under the LTIP. On becoming Non‑Executive Chair, his fee was the same as his predecessor reﬂecting the expected time commitments associated with the role. Beneﬁts Beneﬁts consisted of life insurance. The CEO and the Interim CEO were entitled to a car allowance of up to £20,000 per annum. The Interim CFO and former CFO were entitled to a car allowance of up to £15,000 per annum. Pension The Executive Directors (other than the Interim CEO) received pension beneﬁts equivalent to 4.5% of salary. Annual bonus Performance criteria % of annual bonus Minimum target Stretch target Outcome Achieved/ not achieved % of maximum bonus payable Revenue (in 2024) 25% £59m £65m £52.3m Not achieved 0% Adjusted EBITDA 50% ‑£15.0m ‑£11m ‑£21.7m Not achieved 0% Operational objectives 25% Development of Pod Point Sustainability Programme including (i) creation of a Supply Chain Sustainability Programme, (ii) 100% of key suppliers’ environmental impact assessed by end of the year, and (iii) assess environmental impact of top 50% of suppliers by spend Achieved in full 6.25% Launch actively charging units in two EU markets Achieved in full 6.25% Embed fully operational and active Arch 5 products in homes and/or workplaces with a total failure rate no higher than 3% at year end Achieved in full 6.25% Trustpilot rating returned to and remaining at Excellent Achieved in full 6.25% Total bonus payable 25% Application of discretion (25%) Final outcome 0% Despite the strong performance in achieving our operational objectives in full, the annual bonus had to be underpinned by ﬁnancial performance including an overall cash underpin. After careful consideration, the committee determined that there had been insuﬃcient ﬁnancial performance to warrant the payment of any bonus. As such, discretion was used to reduce the bonus for all eligible employees to zero and no 2024 bonuses are being paid. The committee remains vigilant of cash conservation and Remuneration continued Directors’ Remuneration Report continued the overall shareholder experience when making decisions on incentive outcomes and the history of using downward discretion demonstrates this in practice. Awards granted in the year For 2024, LTIP awards were granted to eligible employees, which vested after three and four years subject to continued employment and the achievement of performance conditions. As described previously, awards were split into the normal LTIP and the one‑oﬀ Powering Up Award. The details of the awards are set out below: Director Award Basis for award (% of salary) Number of shares granted Date of grant Melanie Lane (CEO) LTIP 50% 1,000,000 31st May 2024 Powering Up 37% 750,000 31st May 2024 David Wolﬀe (former CFO) LTIP 50% 800,000 31st May 2024 Powering Up 37% 600,000 31st May 2024 * Based on the average market value on the three days preceding grant of 22.5p. The 2024 LTIP awards are subject to the following performance measures and targets: Measure Weighting Threshold (25% payable) Maximum (100% payable) Relative TSR v FTSE Small Cap Index (excluding investment trusts) 20% Median performance Upper quartile performance Adjusted EBITDA in FY2026 30% (£3m) £5m Free Cashﬂow in FY2026 25% (£13m) (£3m) Strategic objectives: (i) Grid ﬂex revenue 10% £1.8m £3m (ii) Cost out annualised 10% £6.0m £7.5m (iii) Scope 1 and 2 GHG emissions by end of 2026 5% N/A Halve emissions The 2024 Powering Up Awards were subject to a four‑year performance measure based on Free Cashﬂow in FY2027. Threshold (25%) vesting is achieved for a cash loss of £2 million, rising to full vesting for a cash positive of £4 million. Measure Weighting Threshold (25% payable) Maximum (100% payable) Free Cashﬂow in FY2027 100% ‑£2m £4m Awards vested in the year None of the Executive Directors' performance awards were due to vest in 2024. Governance Financials 118 Pod Point Annual Report and Accounts 2024 Strategic Report Remuneration continued Directors’ Remuneration Report continued Other statutory requirements Share Interests and Incentives Shares owned outright Awards unvested and subject to performance conditions Awards unvested with no performance conditions Awards vested but not exercised Shareholding requirement met Melanie Lane 400,000 1,750,000 – – No – 11% of salary Mike Killick 400,000 – – – n/a Andy Palmer 128,778 – – – n/a David Wolﬀe – 1,041,433 152,160 – n/a Gareth Davis 88,889 n/a Philippe Commaret – n/a Robert Guyler – n/a Margaret Amos 4,444 n/a Norma Dove-Edwin 13,333 n/a Karen Myers 25,778 n/a Erika Schraner 25,778 n/a Shares counting towards the guideline include those purchased from own funds, vested (but unexercised) share awards on a net‑of‑tax basis, unvested share awards not subject to performance measures on a net‑of‑tax basis. The shareholding requirement will continue to apply to the Executive Directors for a period of two years after termination of employment. Given Mike Killick is appointed on an interim basis the shareholding requirement does not apply. Our middle market share price at the close of business on 31st December 2024 was £0.1285 and the range of the middle‑market price during the year was £0.1194 to £0.2490. Since the year end, there have been no other changes in the shareholdings. Change in CEO total remuneration The following chart shows the value of £100 invested in the Company (at the date of Admission) compared with the value of £100 invested in the FTSE Small Cap Index. We have chosen the FTSE Small Cap Index as it provides the most appropriate and widely recognised index for benchmarking the Company’s corporate performance since Admission. Governance Financials 119 Pod Point Annual Report and Accounts 2024 Strategic Report Total shareholder return Source: Datastream (a LSEG product) Admission 09.11.2021 31/10/2021 31/12/2021 31/10/2022 31/12/2022 28/02/2022 30/04/2022 30/06/2022 31/08/2022 30/10/2023 31/12/2023 28/02/2023 30/04/2023 30/06/2023 31/08/2023 31/10/2024 31/12/2024 29/02/2024 30/04/2024 30/06/2024 31/08/2024 140 120 100 80 60 40 20 0 TSR – Value of a 100 unit investment made at Admission Pod Point FTSE Small Cap Index CEO remuneration (£’000) FY2024 (Melanie Lane) FY2024 (Andy Palmer) FY2023 (Andy Palmer) FY2023 (Erik Fairbairn) FY2022 (Erik Fairbairn) FY2021 (Erik Fairbairn) Total remuneration excluding legacy awards 394 203 331 239 706 289 Total remuneration including legacy awards 394 203 331 239 706 4,168 Annual bonus as a % of max 0% 0% Waived any bonus entitlement n/a 42% n/a Shares vesting as a % of max n/a n/a n/a n/a n/a n/a CEO pay ratio Financial year Element P25 P50 P75 2024 Total remuneration ratio 26:1 13:1 10:1 Total remuneration value £’000 £36,094 £53,655 £73,350 Salary ratio 20:1 19:1 12:1 Salary value £’000 £30,869 £42,373 £64,370 2023 Total remuneration ratio 17:1 13:1 9:1 Total remuneration value £’000 £34,216 £45,513 £66,914 Salary ratio 20:1 15:1 10:1 Salary value £’000 £28,832 £38,693 £58,872 2022 Total remuneration ratio 23:1 17:1 12:1 Total remuneration value £’000 £31,055 £42,480 £60,540 Salary ratio 16:1 12:1 8:1 Salary value £’000 £27,312 £36,488 £55,312 2021 Total remuneration ratio excluding legacy awards 9:1 7:1 5:1 Total remuneration ratio including legacy awards 132:1 102:1 73:1 Total remuneration value £’000 £31,517 £40,933 £56,586 Salary ratio 11:1 9:1 6:1 Salary value £’000 £25,541 £31,002 £46,935 The Company has used option A as deﬁned by the regulations and calculated the pay and beneﬁts of all UK employees on a full‑time equivalent basis as this is the most accurate way of calculating the ratio. The 2021 total remuneration ratio is not considered to be representative of a normal year as it is distorted by the CEO numerator when the value of legacy awards is included. For this reason, we have also shown the ratio excluding the value of legacy awards. The movement in the year is a result of the CEO’s pay reﬂecting both Melanie Lane’s and Andy Palmer’s time in the role and with no incentive pay received for the year. Therefore, the movement in the pay ratios is a reﬂection of the CEO changes rather than employee pay more generally. The committee has no reason to believe that the median pay ratio for FY2024 and FY2023 is inconsistent with Pod Point’s approach to pay and progression policies for all other UK employees. The committee will monitor future movements in the ratio. Remuneration continued Directors’ Remuneration Report continued Governance Financials 120 Pod Point Annual Report and Accounts 2024 Strategic Report Relative importance of spend on pay The table below indicates how amounts spent on pay compare with Pod Point’s other ﬁnancial dispersals. FY2024 FY2023 % change Dividends and share buybacks – – – Staﬀ costs* £’000 £23,118 £32,032 (28%) * Staﬀ costs for all employees as per note 7 to the ﬁnancial statements – see page 156 Percentage change in Directors’ pay The table below shows the change in Directors’ remuneration in 2024 compared to previous years compared to that of all employees. 2024 versus 2023 2023 versus 2022 2022 versus 2021 Base salary/fee Beneﬁts Annual bonus Base salary/fee Beneﬁts Annual bonus Base salary/fee Beneﬁts Annual bonus Melanie Lane n/a n/a n/a n/a n/a n/a n/a n/a n/a Mike Killick n/a n/a n/a n/a n/a n/a n/a n/a n/a Erik Fairbairn n/a n/a n/a (47)% (12)% (100)% 60% (67%) n/a David Surtees n/a n/a n/a (99)% 0% (199)% 34% n/a n/a Andy Palmer (Interim CEO) 23% n/a n/a 454% n/a n/a 592% n/a n/a David Wolﬀe 7% (100)% (100)% n/a n/a n/a n/a n/a n/a Gareth Davis (45)% (100)% n/a 12% n/a n/a 562% n/a n/a Philippe Commaret n/a n/a n/a n/a n/a n/a n/a n/a n/a Robert Guyler n/a n/a n/a n/a n/a n/a n/a n/a n/a Margaret Amos (23)% n/a n/a 36% n/a n/a 592% n/a n/a Norma Dove-Edwin 6% n/a n/a 0% n/a n/a 592% n/a n/a Karen Myers (31)% n/a n/a 65% n/a n/a 592% n/a n/a Erika Schraner ‑% n/a n/a 0% n/a n/a 592% n/a n/a All employees 15% 1,492% (79)% 12% (65%) n/a The percentage change has been calculated from the single total ﬁgure table and therefore the percentage change ﬁgures for Andy Palmer reﬂect his change in roles during the year. Fees in 2021 for the Non‑Executive Directors were for only part of the year from their appointment and the IPO of the business and hence the percentage change ﬁgures above for 2022 are not representative of actual annualised fee increases. Erik Fairbairn and David Surtees did not participate in a regular annual bonus in 2021. There was no annual incentive for all employees in 2021 that can be compared to the 2022 annual bonus. Payments for loss of oﬃce and/or payments to former Directors Erik Fairbairn the former Chief Executive Oﬃcer, retained IPO Share Plan Awards which continue to vest on the normal vesting dates subject to, where relevant, the original performance conditions being met at the end of the performance period. On 9th November 2024, the third anniversary of IPO, part of the IPO Restricted Share Award vested, with 68,336 shares being released. David Wolﬀe stepped down from the Board on 9th October 2024. David’s last day of employment was 30th April 2025 and he continued to be paid his salary and his contractual beneﬁts as required. From 10th October 2024 to 31st December 2024 David received salary of £81k, beneﬁts of £6k and pensions of £4k. Amounts paid in 2025 totaled £134k. David took all accrued but untaken holiday before his last day of employment. David remained eligible for any bonus payable in respect of FY2024 although no bonus was achieved. Existing share awards will be preserved and will vest in the usual way in accordance with the original vesting schedules. Awards under the LTIP remain subject to their original performance conditions. The share awards will be subject to time pro‑rating up to the last day of employment and the usual post‑vesting holding periods. David is required to retain any shares which he acquires up to the last day of employment and the net number of shares which vest pursuant to his LTIP and DBSP awards through to 31st December 2026. Malus and clawback provisions continue to apply in accordance with the Directors’ Remuneration Policy and the plan rules. David is no longer eligible for any bonus payments or shares awards in respect of 2025. A payment of up to £7,500 towards legal fees was also paid. Remuneration continued Directors’ Remuneration Report continued Governance Financials 121 Pod Point Annual Report and Accounts 2024 Strategic Report Directors’ Remuneration Policy The current Directors’ Remuneration Policy was approved at the 2022 AGM. The proposed Directors’ Remuneration Policy (the “Policy”) is set out below and will be submitted for shareholder approval at the 2025 AGM. It is intended that the Policy will apply for at least three years. When reviewing the Policy, the committee was mindful of the views of the wider Board, management team, shareholders and external advisors but ultimately made its own decisions in approving the Policy for the next three years. Objectives of the Policy The Policy takes into account the six factors set out in the Provision 40 of the UK Corporate Governance Code (clarity, simplicity, risk, predictability, proportionality and alignment with culture). Changes to the Policy There have been no material changes to the Policy. A minor amendment to the Policy includes: • Alignment of car allowance for all Executive Directors Remuneration Policy for Executive Directors The following table summarises each element of the Remuneration Policy for the Executive Directors, explaining how each element operates and links to the corporate strategy. Element of pay Purpose/link to strategy Operation/performance Maximum Base salary The foundation stone of the Policy. Set to attract and retain individuals with the required capabilities Salaries are set on appointment, taking into account the individual’s skills and experience and the recruitment market. Usually paid monthly Salaries are reviewed although not necessarily increased annually, normally with eﬀect from 1st January in the light of: • Aﬀordability • Pay increases for the workforce • Performance • Changes in scope of responsibilities/ role • External market trends • Internal diﬀerentials/relativities • The value of total remuneration • The Remuneration Committee’s judgement Salaries are benchmarked against similarly‑sized companies and other relevant comparators and competitors as considered appropriate Annual increases will normally be in line with the average increase for the UK employees except in exceptional circumstances, including but not limited to change in the scope and scale of the organisation, change in role, the need for accelerated pay progression, internal diﬀerentials and external relativities Pension To encourage employees to save and build up capital for the long term whether through participation in an occupational scheme or payment of a cash allowance instead Contribution or unconsolidated cash allowance (or in combination) determined as a percentage of annual salary and usually paid monthly Not linked to performance. The level of contribution or cash allowance in lieu of a pension contribution is intended to be in line with the maximum contribution available to all employees No more than the pension contribution available to all UK employees (which at the date of policy approval is 4.5% of salary) Other beneﬁts To ensure total remuneration is competitive, to provide some ﬁnancial protection against illness and to encourage wellbeing A range of beneﬁts is provided in line with typical market practice including, but not limited to, a car or car allowance and permanent health insurance Additional beneﬁts may be provided within the Directors’ Remuneration Policy for other reasonable business reasons such as relocation whether domestic or international The car allowance will not exceed £20,000 per year for any Executive Director The maximum value of other beneﬁts will vary depending on the cost to the Company of providing them This excludes any relocation beneﬁts, which will be capped by the approved relocation policy Remuneration continued Directors’ Remuneration Report continued Governance Financials 122 Pod Point Annual Report and Accounts 2024 Strategic Report Element of pay Purpose/link to strategy Operation/performance Maximum Annual bonus plan (‘ABP’) To focus the attention of the Executive Directors and reward them for achieving results based on targets set in line with the annual business plan and the longer-term corporate strategy The annual bonus will be based on ﬁnancial, strategic and/or operational measures and targets set for and measured over the ﬁnancial year They may also include individual and team-based objectives and targets. At least 50% of the performance measures will be ﬁnancial Up to 30% of any bonus earned (subject to a de minimis amount) will usually be delivered in shares which will be deferred for two years (the ‘DBSP’). Dividends or dividend equivalents may be paid to the extent the shares vest Both the cash and DBSP elements of annual bonus will be subject to malus and clawback provisions Deferred bonus shares are forfeitable on leaving unless the Executive Director is deemed to be a ’good leaver’ The maximum for the CEO and for any other Executive Director will be 125% of salary a year No bonus will be paid below threshold and the full bonus will be paid only for meeting or exceeding the maximum performance standards set The bonus earned for meeting target may vary from year to year depending on the measures and a range of commercial factors LTIP To align the long-term interests of the Executive Directors with those of shareholders. To encourage teamwork across the leadership group. To reward the delivery of long‑term sustainable results and to support retention Annual awards of performance shares. The share scheme will allow for a variety of share‑based arrangements including conditional shares, forfeitable shares and nil-cost or nominal-cost options. The Remuneration Committee may set any measures as it considers appropriate from year to year based on the Board’s strategic objectives The awards vest three years after the date of appointment and Executive Directors will be required to hold (if necessary after tax has been paid) the shares for two years after they have vested Dividends or dividend equivalents may be paid to the extent the shares vest Malus and clawback will apply Maximum annual award of up to 200% of salary No more than 25% of the shares under award will vest at threshold or the deemed equivalent Share ownership requirement To encourage Executive Directors to invest their own capital – including remuneration from released and vested shares – in the Company Executive Directors are required to retain some or all of the net value of vested shares under the DBSP and the LTIP until they have met the requirement 300% of salary for the CEO and 200% of salary for any other Executive Director. Executive Directors will normally be required to maintain their shareholding for two years after they leave the Board Element of pay Purpose/link to strategy Operation/performance Maximum All-employee share schemes To encourage teamwork across the Company and to align the interests of all employees with those of shareholders. To create an opportunity to share in the success of the Company, where possible, tax eﬀectively Executive Directors may participate in any all‑employee share scheme, on the same terms as other employees, in accordance with HMRC and other requirements Subject to the relevant legislation Fees policy for Chair and Non-Executive Directors The following table summarises the fees policy for the Chairman and the Non‑Executive Directors. Element of pay Purpose/link to strategy Operation/performance Maximum Fees To provide a competitive fee to attract Non‑Executive Directors who have the requisite skills and experience to oversee the implementation of the Company’s strategy Fees for the Chair are set by the committee. Fees for the other Executive Directors are set by the Board excluding the Executive Directors Fees are reviewed, but not necessarily increased, annually. Fee increases are normally eﬀective from 1st January. Fee levels are determined based on expected time commitments of each role and by reference to comparable fee levels in other similar‑sized companies Additional fees are payable to the Senior Independent Director and Chairs of Board committees to reﬂect their additional responsibilities Additional fees may be paid for other responsibilities, which include a higher time commitment than normal Reasonable business expenses (including any tax thereon) will be reimbursed The Chair and the other Non‑Executive Directors may also receive reasonable beneﬁts including, for example, the installation of a chargepoint or car allowance in line with that oﬀered to wider employees There is no overall aggregate annual limit for fees payable to the Non‑Executive Directors Remuneration continued Directors’ Remuneration Report continued Governance Financials 123 Pod Point Annual Report and Accounts 2024 Strategic Report Illustration of pay The chart below shows an illustration of the pay policy in action for 2025 for the CEO and Interim CFO. Minimum Total ﬁxed pay Total remuneration, £000 £0 £200 £400 £600 £800 £1,000 £1,200 £1,400 £1,600 £1,800 Target Maximim Maximim with 50% share price Minimum Target Maximim Maximim with 50% share price £480 £386 £611 £836 £836 £866 £1,461 £1,671 Annual bonus Long term incentive Share price growth 12.5% 12% 28.6% 25.1% 32% 38.5% 33.7% %100 %100 %100 100% 55% 32.9% 28.7 100% 63% 46.2% 46.2% Minimum : FY2025 salary and pension plus the value of beneﬁts paid in FY2024 Target: as Minimum plus the target value of the ABP and assuming threshold vesting of the LTIP (with the LTIP grant based on the face value of the award made in FY2024 for the CEO for illustrative purposes only; no award is made for the Interim CFO) Maximum: as Target but assuming the ABP and LTIP pay out in full Maximum with 50% share price growth: as Maximum but with an assumed 50% share price growth attached to the LTIP Discretion retained by the committee in operating the incentive plans The committee administers the respective incentive plans in line with their rules, in accordance with HMRC regulations and the Listing Rules where relevant. To ensure the eﬃcient administration of these plans, the committee will retain discretions which include (but are not limited to) the following: • the number of participants in the plans • the possible timing of grants, vesting and/or payments under the plans • the size of any grant, vesting and/or payment (within the limits set out in the approved Policy for Executive Directors) • determining the performance measures and targets, which are appropriate for each incentive plan from year to year • whether it is necessary to use discretion to amend the outcome • determining the leaver status and the appropriate treatment under the incentive plan • determining the relevant treatment of outstanding awards in the event of a change of control • determining the relevant treatment of outstanding awards in certain circumstances (e.g. corporate restructuring events, variation of capital and special dividends) The committee will also have the ability to amend or replace the performance conditions applying to outstanding awards if an event occurs, which causes the committee to believe that the original condition is no longer appropriate. Any change to the performance conditions cannot be materially less challenging than the original condition would have been but for the event in question. Legacy arrangements The Company has various legacy IPO arrangements, some of which remain subject to time vesting and/or performance conditions post‑IPO. These are summarised in previous reports. This Policy gives authority to the committee to honour the commitments entered into within prior approved policies. Equally the committee will honour any commitments made to any future internally promoted Directors prior to their appointment to the Board. Details of any payments under the legacy incentive arrangements will be set out in future Directors’ Remuneration Reports as they arise. Recoupment (malus and clawback) Malus and clawback may be applied at any time before an award vests or for three years after vesting in the following circumstances: • material ﬁnancial misstatement • signiﬁcant reputational damage • gross negligence or gross misconduct by a participant • fraud eﬀected by or with the knowledge of a participant • conduct or behaviour by a participant which breaches the Company’s values • material corporate failure • a failure of risk management, including material breach of health and safety standard or failure to prevent bribery, corruption or tax evasion • an event resulting in a material detrimental eﬀect on the Company’s stakeholders or market reputation • unreasonable failure to protect the interests of the Company’s stakeholders Remuneration continued Directors’ Remuneration Report continued Governance Financials 124 Pod Point Annual Report and Accounts 2024 Strategic Report • where awards were granted or vested based on erroneous or misleading data Malus permits the Company to reduce the amount of any unvested award, including awards in holding periods. Clawback permits the Company to reduce the amount of any vested award or any future salary or bonus, and also require the employee to pay back amounts. Malus and clawback are enforced via speciﬁc provisions within the relevant plan rules which participants agree to abide by on an annual basis. The malus and clawback period of three years is considered appropriate give the time horizons of the awards. Selection of performance measures and targets The Remuneration Committee will choose the most appropriate performance measures for the ABP and LTIP based on the strategic priorities of the business at the time. The measures, weightings and targets used may change from year to year to reﬂect the needs of the business and its KPIs. Measures used may include ﬁnancial, operational, strategic, ESG, personal or collective non‑ﬁnancial milestones. Longer‑term incentives may use additional value creation metrics. The broad use of such measures is intended to ensure performance is assessed on a rounded basis and is appropriately aligned to the Group’s KPIs. Statement of consideration of shareholder views The views of Pod Point’s major shareholders are considered when determining the Policy. The largest shareholders’ Board representatives are consulted with by the committee as necessary. The largest shareholders as well as the Investment Association were engaged during 2024 in advance of the grant of the LTIP and Powering Up Awards. The committee will continue to engage with shareholders and to respond to shareholder feedback. Material changes to the Policy will be subject to prior consultation with major shareholders. Diﬀerences in Remuneration Policy for Executive Directors and employees in general The Company provides a market competitive package to all employees with the potential for further reward through annual incentives linked to the achievement of key performance objectives which are consistent with those of the Leadership Team. However, Executive Directors have a larger proportion of their package weighted towards variable pay so more is ‘at risk’ than it is for employees in general. The longer‑term nature of pay, including deferral periods, post‑vesting holding periods, shareholding requirements and post‑cessation shareholding requirements do not apply to employees more generally. The LTIP has been operated for a smaller population of individuals who are most able to inﬂuence Group level performance. All eligible employees will be able to participate in all‑employee share plans, to the extent they are operated, in order to become shareholders in the business. Statement of consideration of employment conditions elsewhere in the Group Pod Point had 476 employees as at the end of the ﬁnancial year, most of whom are in the UK. The committee will be kept informed of pay and employment conditions throughout the Company, at least on an annual basis. The committee will receive regular updates on pay information such as base salary increases and annual incentive outcomes throughout the Company. The committee will also approve share incentives granted. The output from wider Board employee engagement activities will be fed back into the committee to assist its deliberations. The committee has not, to date, consulted with employees on matters of the Executive Remuneration Policy but does ensure that the appropriate mechanisms are in place for employee engagement on executive remuneration and employee remuneration matters as appropriate. Executive Directors’ external appointments Executive Directors may accept an external appointment as a Non‑Executive Director with the prior approval of the Board. Any fees payable for such an appointment can be retained by the Executive Director. Neither the CEO nor CFO serve as a non‑executive director on another listed company board. Remuneration continued Directors’ Remuneration Report continued Governance Financials 125 Pod Point Annual Report and Accounts 2024 Strategic Report Recruitment policy The remuneration package for any new Executive Director will be set in accordance with the terms of the Policy in place at the time of appointment. The principles which will be applied are set out below: Element of pay Maximum Base salary Set at an appropriate level on appointment which takes into account the skills, experience and knowledge of the individual and the responsibilities of the role. If the base salary is set initially at a lower position to reﬂect experience, subsequent increases may be higher than those of employees generally to achieve the desired market position in line with the individual’s development in the role. Beneﬁts To be in line with the Policy. The committee will have the discretion to pay certain relocation expenses as deemed necessary. Pension To be in line with the Policy ABP To be in line with the Policy. Any ABP for the year of appointment will be pro‑rated based on service rendered. Depending on the timing and circumstances of the appointment, it may be appropriate to use diﬀerent performance measures for the remainder of the initial performance period LTIP To be in line with the Policy. An award may be made shortly after appointment External appointments The committee may decide to compensate for any remuneration forfeited when leaving their previous employer. Any compensation will be of no higher value than that of the awards forfeited and would generally be determined on a comparable basis taking into account the form, time horizons and any relevant performance conditions. Any such buy‑out award may be granted under the LTIP or the provision available under the Listing Rules. Internal appointments For an internal appointment, any existing pay or contractual arrangements agreed prior to them being appointed to the Board, may be allowed to continue on its original terms, adjusted as relevant to take into account the new appointment. Non-Executive Directors’ fees To be in line with the Policy. Executive Directors’ service contracts Each Executive Director’s service agreement will be terminable by the Company or the respective Executive Director on six months’ written notice. The Company will also be entitled to terminate an Executive Director’s service agreement with immediate eﬀect by payment in lieu of notice, equal to the basic annual salary that would have been payable during the notice period. The contracts are available for inspection, as are the letters of appointment of the Chair and the Non‑Executive Directors, at the Company’s registered oﬃce. The date of each executive joining the Board is noted in the table below: Date of joining the Board Melanie Lane 1st May 2024 Mike Killick 9th October 2024 The service contract of any new appointment is expected to be consistent with that of current Executive Directors. Chair’s and other Non-Executive Directors’ terms of appointment The Non‑Executive Directors do not have service contracts with the Company but instead have letters of appointment. The date of appointment and the most recent re-appointment and the length of service for each Non‑Executive Director are shown in the table below: Date of appointment Length of service Andy Palmer (Chair) 24th May 2021 4 years Gareth Davis 28th April 2021 4 years Robert Guyler 11th February 2020 5 years Margaret Amos 2nd June 2021 4 years Norma Dove-Edwin 6th May 2021 4 years Karen Myers 11th May 2021 4 years Erika Schraner 21st June 2021 4 years For the Chair and the Non‑Executive Directors other than Robert Guyler, each appointment is for a ﬁxed term of three years, but each appointee may be invited by the Company to serve for a further period or periods. Robert Guyler’s appointment is expected to continue for so long as he is nominated as a Director. In any event, each appointment is subject to annual re‑election by shareholders at each AGM. The appointments of the Chair, Gareth Davis, Margaret Amos, Norma Dove‑Edwin, Karen Myers and Erika Schraner may be terminated at any time by either party giving the other six months’ written notice or in accordance with the articles of association. Robert Guyler’s appointment may be terminated at any time by him giving the Company three months’ notice or in accordance with the articles of association or the Relationship Agreement. Remuneration continued Directors’ Remuneration Report continued Governance Financials 126 Pod Point Annual Report and Accounts 2024 Strategic Report Policy on payment for departure from oﬃce The Company will be entitled to terminate an Executive Director’s service agreement with immediate eﬀect by payment in lieu of notice equal to the basic annual salary the Executive Director would have been entitled to receive during the notice period, payable in equal monthly instalments which are reduced if the Executive Director secures alternative employment/engagement within that period (the Executive is contractually obliged to make reasonable eﬀorts to secure alternative employment/ engagement). The committee will take into account the contractual entitlements, rules of the incentive plans, the speciﬁc circumstances for the departure and the interests of shareholders when determining the termination treatment: Component of pay Voluntary resignation or termination for cause 'Good leaver ' (e.g. death, ill health, disability) Salary, beneﬁts and pension. Paid for the proportion of the notice period worked and any untaken holidays pro‑rated to the leaving date (including the balance of any notice period). Paid for the proportion of the notice period worked and any untaken holidays pro‑rated to the leaving date. A Payment In Lieu of Notice (“PILON”) for salary only for the balance of any notice period may be made in instalments subject to mitigation. ABP Ceasing employment part way through the bonus year will normally result in no bonus being paid. Good leavers are eligible to receive an ABP award at the normal payment date, pro‑rated for time served. Any award will be subject to an assessment that the relevant performance targets have been met. DSBP awards Unvested DSBP awards will lapse. Awards will normally continue to vest on their original vesting date. LTIP awards Unvested LTIP awards will lapse. LTIP awards will normally be retained by the individual for the remainder of the vesting period and remain subject to the relevant performance conditions, with the award time pro-rated. The committee will retain discretion to assess the performance conditions and allow awards to vest at an earlier date if considered appropriate (and to disapply time pro‑rating if considered appropriate). Any outstanding SIP and/or SAYE awards will be treated in line with HMRC regulations. The committee has the authority to settle any legal claims against the Company, if considered to be in the best interests of shareholders. The committee may also reimburse legal costs and provide a contribution towards outplacement support if felt appropriate. If there is a change of control or similar event, outstanding awards may vest early subject to any performance criteria assessment subject to time prorating unless the committee believes it is not appropriate. Alternatively, awards may be exchanged into equivalent awards in any acquiring company on such terms as the committee agrees with the acquirer. Statement of shareholding voting The binding resolution on the Directors’ Remuneration Policy was passed at 2022 AGM. The table below shows votes from shareholders on the relevant resolutions: Directors’ Remuneration Report (2024 AGM) Directors’ Remuneration Policy (2022 AGM) Votes % Votes % Votes in favour 114,964,111 99.94% 138,462,585 99.98% Votes against 70,928 0.06% 24,399 0.02% Total votes 115,035,039 100% 138,486,984 100% Votes withheld 381,467 – 12,253 – This report was approved by the Board and signed on its behalf by: Karen Myers Chair of the Remuneration Committee 11th June 2025 Remuneration continued Directors’ Remuneration Report continued Governance Financials 127 Pod Point Annual Report and Accounts 2024 Strategic Report Statutory, regulatory and other information Directors’ Report 2024 In accordance with Section 415 of the Companies Act 2006, the Directors of Pod Point Group Holdings plc present their report for the year ended 31st December 2024. Other information that is relevant to this report is incorporated by reference, including information required in accordance with the UK Companies Act 2006 and associated regulations, Listing Rules and Disclosure Guidance and Transparency Rules ("DTRs"). For the purpose of DTR 4.1.8 R the management report comprises the Strategic Report and the relevant parts of this Directors’ Report. The Corporate Governance Statement required under DTR 7.2.1 comprises the content on pages 87 to 126. The following table below sets out where the necessary disclosures can be found. Business performance Results Results for the year ended 31st December 2024 are set out in the Chief Financial Oﬃcer’s statement on pages 25 to 29 and the consolidated income statement on page 139. Going concern and viability Going concern and the viability statement are set out on pages 29 and 85 respectively. Dividends No dividends will be proposed for the year ended 31st December 2024. Strategic Report The Strategic Report can be found on pages 3 to 86. Corporate governance statement The Company’s statement on corporate governance can be found on page 89. Directors’ Remuneration Report The Directors’ Remuneration Report can be found on pages 113 to 126. Activities in research and development The Company’s activities include software and hardware development in relation to its electric vehicle charging products. Future developments Details about the Company’s future developments can be found in the Strategic Report on pages 3 to 29. Post balance sheet events Details of post balance sheet events are set out in note 27. Directors Directors Summaries of the current Directors’ key skills and experience are set out in the Corporate Governance Report on pages 90 to 93. David Wolﬀe and Philippe Commaret served as Directors during the year before stepping down on 9th October 2024 and 10th January 2025 respectively. Details concerning Director appointments can be found on page 104. Directors’ interests Details of the Directors’ beneﬁcial interests are set out in the Directors' Remuneration Report on page 118. Directors’ indemnities The Company has given indemnities to each of the Directors in respect of any liability arising against them in connection with the Company’s (and any associated company’s) activities in the conduct of their duties. These indemnities, which constitute a qualifying third‑party indemnity as deﬁned by section 234 of the Companies Act 2006, remain in place at the date of this report. Directors’ and oﬃcers’ liability insurance Directors’ and oﬃcers’ liability insurance cover is in place at the date of this report. Cover is reviewed annually. Directors’ statement of responsibilities The Directors’ statement of responsibilities is located on page 130. Constitution Articles of association Any amendments made to the articles of association may be made by a special resolution of shareholders. The following is a summary of the structure, rights and restrictions of the Company’s share capital: • The rights attaching to the shares will be uniform in all respects and they will form a single class for all purposes, including with respect to voting and for all dividends and other distributions thereafter declared, made or paid on the ordinary share capital of the Company • On a show of hands, every holder of shares in the capital of the Company (each, a "shareholder") who is present in person shall have one vote and on a poll every shareholder present in person or by proxy shall have one vote per share • Except as provided by the rights and restrictions attached to any class of shares, shareholders will under general law be entitled to participate in any surplus assets in a winding-up in proportion to their shareholdings • The shares do not carry any rights as respects to capital to participate in a distribution (including on a winding‑up) other than those that exist as a matter of law • There are no restrictions on the free transferability of the shares Branches outside the UK The Company has branches in France, Ireland, Spain and Norway and entities in Norway and Spain Change of control The following represents the likely eﬀect on signiﬁcant agreements with the Company in the event of a change of control: • The Company’s relationship agreement with EDF Energy Customers Limited ("EECL") is described on page 99. The Relationship Agreement may be terminated in the event of the Company ceasing to be listed on the premium listing segment of the Oﬃcial List and ceasing to trade on the Main Market of the London Stock Exchange; or EECL ceasing to control more than 10% of the voting rights in the Company • The Company does not have any agreements with any Non‑Executive Director, Executive Director or employee that would provide compensation for loss of oﬃce or employment resulting from a change of control Governance Financials 128 Pod Point Annual Report and Accounts 2024 Strategic Report Statutory, regulatory and other information continued Directors’ Report 2024 continued Stakeholders and policies Section 172 statement The Company’s Section 172 statement can be found in the Strategic Report on pages 66 to 71. Employment of disabled persons Details of policies on equal opportunities recruitment and training can be found in the Strategic Report on page 58 Average number of employees Details of the average number of employees employed by the Group during the year can be found in note 7 to the ﬁnancial statements Employee engagement Details of how the Company engages with its workforce can be found in the Strategic Report on pages 57 and 69 and Corporate Governance Report on page 99. Stakeholder engagement on key decisions Details of the key decisions and discussions of the Board and the main stakeholder inputs into those decisions are set out in the Strategic Report on pages 66 to 71 and Corporate Governance Report on page 97. Modern slavery statement The Company has approved and published on its website its Modern Slavery Statement in accordance with the Modern Slavery Act 2015 (pod‑point.com/legal/ modern‑slavery‑statement). Diversity policy The Company approved a policy on diversity and inclusion. An overview of the Company’s approach to equity, diversity and inclusion may be found on pages 58 to 59 of the Strategic Report and page 105 of the Corporate Governance Report . Greenhouse gas emissions Details of the Company’s GHG emissions can be found in the report on pages 38 to 39 of the Strategic Report. Political contributions The Company did not make any donations to political organisations during the year. Financial risk Details of the Company’s policies on ﬁnancial risk management and the Company’s exposure to price risk, credit risk, liquidity risk and cash ﬂow risk are outlined in note 22 to the ﬁnancial statements. Shareholders and share capital Share capital Details of the Company’s share capital are set out in note 21 to the ﬁnancial statements. Powers of Directors to allot shares At the Company’s AGM held on 5th June 2024, the Directors were generally and unconditionally authorised to exercise all the powers of the Company to allot shares in the Company up to an aggregate nominal value of £51,733. The Company has not exercised its power under this authority, which is due to expire at the next AGM. A resolution renewing this power will be proposed at the 2025 AGM. Major interests in shares As at 31st December 2024, the Company had been advised of the following notiﬁable interests (whether directly or indirectly held) in its voting rights: Number of voting rights % As at 31st December 2024 As at 31st December 2023 As at 31st December 2024 As at 31st December 2023 EDF Energy Customers Ltd 82,907,682 82,907,682 53.79% 53.79% Legal & General Group plc 21,916,721 21,916,721 14.22% 14.22% Schroder Investment Management Ltd 7,647,731 15,648,944 4.91% 10.15% Hargreaves Lansdown 7,311,664 6,315,872 4.69% 4.10% Interactive Investor 5,254,213 3,338,507 3.37% 2,.17% 2025 AGM The Company’s AGM will be held on 30th June 2025 at 2.00 pm (the ‘AGM’). The AGM will be held as a fully virtual meeting. Details of the arrangements for the AGM can be found on the Company’s website investors.pod‑point.com/. Auditors and audit Auditor appointment A resolution to appoint KPMG LLP as auditor will be proposed at the AGM. Audit information Each of the Directors at the date of the approval of this report conﬁrms that: • so far as he/she is aware, there is no relevant audit information of which the Company’s auditor is unaware; • he/she has taken all the reasonable steps that he/she ought to have taken as a Director to make himself/herself aware of any relevant audit information and to establish that the Company’s auditor is aware of the information; and • the conﬁrmation is given and should be interpreted in accordance with the provisions of section 418 of the Companies Act 2006. Governance Financials 129 Pod Point Annual Report and Accounts 2024 Strategic Report Listing Rule disclosures Listing Rule 9.8.4C Disclosure requirements under Listing Rule 6.6.4R are identiﬁed below along with cross-references indicating where the relevant information is set out in the Annual Report. • Details of the Company’s long‑term incentive arrangements may be found in the Directors’ Remuneration Report on pages 117 to 118. • Details of signiﬁcant contracts with controlling shareholders can be found on page 98 and in note 26 to the ﬁnancial statements. • Details pertaining to services provided to the Company by EDF can be found in note 26 to the ﬁnancial statements. • Statement conﬁrming agreement has been entered into with controlling shareholders and that independence provisions are complied with can be found on page 98 The Directors’ Report was approved by the Board on 11th June 2025 By order of the Board Anita Guernari Company Secretary Pod Point Group Holdings plc Registered Oﬃce: 222 Grays Inn Road London WC1X 8HB United Kingdom Company number: 12431376 Statutory, regulatory and other information continued Directors’ Report 2023 continued Governance Financials 130 Pod Point Annual Report and Accounts 2024 Strategic Report Statement of Directors’ responsibilities in respect of the Annual Report and the ﬁnancial statements The directors are responsible for preparing the Annual Report and the Group and parent Company ﬁnancial statements in accordance with applicable law and regulations. Company law requires the directors to prepare Group and parent Company ﬁnancial statements for each ﬁnancial year. Under that law they are required to prepare the Group ﬁnancial statements in accordance with UK-adopted international accounting standards and applicable law and have elected to prepare the parent Company ﬁnancial statements in accordance with UK accounting standards and applicable law, including FRS 101 Reduced Disclosure Framework. Under company law the directors must not approve the ﬁnancial statements unless they are satisﬁed that they give a true and fair view of the state of aﬀairs of the Group and parent Company and of the Group’s proﬁt or loss for that period. In preparing each of the Group and parent Company ﬁnancial statements, the directors are required to: • select suitable accounting policies and then apply them consistently • make judgements and estimates that are reasonable, relevant, and reliable and, in respect of the parent Company ﬁnancial statements only, prudent • for the Group ﬁnancial statements, state whether they have been prepared in accordance with UK-adopted international accounting standards • for the parent Company ﬁnancial statements, state whether applicable UK accounting standards have been followed, subject to any material departures disclosed and explained in the parent Company ﬁnancial statements • assess the Group and parent Company’s ability to continue as a going concern, disclosing, as applicable, matters related to going concern • use the going concern basis of accounting unless they either intend to liquidate the Group or the parent Company or to cease operations, or have no realistic alternative but to do so The directors are responsible for keeping adequate accounting records that are suﬃcient to show and explain the parent Company’s transactions and disclose with reasonable accuracy at any time the ﬁnancial position of the parent Company and enable them to ensure that its ﬁnancial statements comply with the Companies Act 2006. They are 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, and have general responsibility for taking such steps as are reasonably open to them to safeguard the assets of the Group and to prevent and detect fraud and other irregularities. Under applicable law and regulations, the directors are also responsible for preparing a Strategic Report, Directors’ Report, Directors’ Remuneration Report and Corporate Governance Statement that complies with that law and those regulations. The directors are responsible for the maintenance and integrity of the corporate and ﬁnancial information included on the company’s website. Legislation in the UK governing the preparation and dissemination of ﬁnancial statements may diﬀer from legislation in other jurisdictions. In accordance with Disclosure Guidance and Transparency Rule (“DTR”) 4.1.16R, the ﬁnancial statements will form part of the annual ﬁnancial report prepared under DTR 4.1.17R and 4.1.18R. The auditor’s report on these ﬁnancial statements provides no assurance over whether the annual ﬁnancial report has been prepared in accordance with those requirements. Responsibility statement of the directors in respect of the annual ﬁnancial report We conﬁrm that to the best of our knowledge: • the ﬁnancial statements, prepared in accordance with the applicable set of accounting standards, give a true and fair view of the assets, liabilities, ﬁnancial position and proﬁt or loss of the company and the undertakings included in the consolidation taken as a whole • the strategic report and directors’ report includes a fair review of the development and performance of the business and the position of the issuer and the undertakings included in the consolidation taken as a whole, together with a description of the principal risks and uncertainties that they face We consider 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 position and performance, business model and strategy. This responsibility statement was approved by the Board on 11th June 2025 and signed on its behalf by: Melanie Lane Chief Executive Oﬃcer Governance Financials 131 Pod Point Annual Report and Accounts 2024 Strategic Report Financials A challenging year however the right foundations are in place for the future Independent Auditor’s report 132 Consolidated ﬁnancial statements 139 Notes to ﬁnancial statements 143 Company ﬁnancial statements 177 Notes to the Company ﬁnancial statements 179 Glossary 187 Shareholder information 188 Governance Financials 132 Pod Point Annual Report and Accounts 2024 Strategic Report Independent Auditor’s report to the Members of Pod Point Group Holdings Plc 1. Our opinion is unmodiﬁed We have audited the ﬁnancial statements of Pod Point Group Holdings plc (“the Company”) for the year ended 31 December 2024 which comprise the Consolidated statement of proﬁt or loss and other comprehensive income, Consolidated statement of ﬁnancial position, Consolidated statement of changes in equity, Consolidated statement of cash ﬂow, Company statement of ﬁnancial position, Company statement of changes in equity and the related notes, including the accounting policies in notes 2 and 29. In our opinion: • the ﬁnancial statements give a true and fair view of the state of the Group’s and of the parent Company’s aﬀairs as at 31 December 2024 and of the Group’s loss for the year then ended; • the Group ﬁnancial statements have been properly prepared in accordance with UK-adopted international accounting standards; • the parent Company ﬁnancial statements have been properly prepared in accordance with UK accounting standards, including FRS 101 Reduced Disclosure Framework; and • the ﬁnancial statements have been prepared in accordance with the requirements of the Companies Act 2006. Basis for opinion We conducted our audit in accordance with International Standards on Auditing (UK) (“ISAs (UK)”) and applicable law. Our responsibilities are described below. We believe that the audit evidence we have obtained is a suﬃcient and appropriate basis for our opinion. Our audit opinion is consistent with our report to the audit committee. We were ﬁrst appointed as auditor by the directors on 28 July 2023. The period of total uninterrupted engagement is for the 2 ﬁnancial years ended 31 December 2024. We have fulﬁlled our ethical responsibilities under, and we remain independent of the Group in accordance with, UK ethical requirements including the FRC Ethical Standard as applied to listed public interest entities. No non-audit services prohibited by that standard were provided. 2. Material uncertainty related to going concern Going concern Refer to page 108 (Audit Committee Report) We draw attention to note 2.6 to the ﬁnancial statements which indicates the requirement of additional funding to support the going concern assumption and a potential that, because of a potential change in control, the directors do not have knowledge of how a future buyer may structure the Group. These events and conditions, along with other matters explained in note 2.6, constitute a material uncertainty that may cast signiﬁcant doubt on the Group’s and the parent Company’s ability to continue as a going concern. Our opinion is not modiﬁed in respect of this matter. Disclosure quality The ﬁnancial statements explain how the Board has formed a judgement that it is appropriate to adopt the going concern basis of preparation for the Group and parent Company. That judgement is based on an evaluation of the inherent risks to the Group’s and Company’s business model and how those risks might aﬀect the Group’s and Company’s ﬁnancial resources or ability to continue operations over the period to 31 December 2026. There is little judgement involved in the directors’ conclusion that risks and circumstances described in note 2.6 to the ﬁnancial statements represent a material uncertainty over the ability of the Group and Company to continue as a going concern over the period to 31 December 2026. However, clear and full disclosure of the facts and the directors’ rationale for the use of the going concern basis of preparation, including that there is a related material uncertainty, is a key ﬁnancial statement disclosure and so was the focus of our audit in this area. Auditing standards require that to be reported as a key audit matter. Our procedures included: Risk assessment: We considered the Group’s operating cash outﬂows during FY 2024 and the Group’s liquidity position in evaluating the Directors’ assessment that additional ﬁnancing would be required in both the base and downside scenario. Our sector experience: We, with the assistance of our own infrastructure specialists, obtained an understanding of the Group’s latest Pod drive proposition. Funding assessment: We assessed the ﬁnancing arrangements currently in place with EDF and whether additional ﬁnancing is required based on the current level of liquidity and forecast cash outﬂows. Assessing transparency: We assessed the completeness and accuracy of the matters covered in the going concern disclosure, to assess whether they suﬃciently explain the judgements made, and risks considered by the Directors in assessing whether the basis of preparation is appropriate. Our results We found the going concern disclosure in note 2.6 with a material uncertainty to be acceptable. Governance Financials 133 Pod Point Annual Report and Accounts 2024 Strategic Report Independent Auditor’s report to the Members of Pod Point Group Holdings Plc continued 3. Other key audit matters: our assessment of risks of material misstatement Key audit matters are those matters that, in our professional judgement, were of most signiﬁcance in the audit of the ﬁnancial statements and include the most signiﬁcant assessed risks of material misstatement (whether or not due to fraud) identiﬁed by us, 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. Going concern is a signiﬁcant key audit matter and is described in section 2 of our report. We summarise below the other key audit matters, in decreasing order of audit signiﬁcance, in arriving at our audit opinion above, together with our key audit procedures to address those matters and, as required for public interest entities, our results from those procedures. These matters were addressed, and our results are based on procedures undertaken, in the context of, and solely for the purpose of, our audit of the ﬁnancial statements as a whole, and in forming our opinion thereon, and consequently are incidental to that opinion, and we do not provide a separate opinion on these matters. We had identiﬁed revenue recognition on installation services in UK Commercial as a Key Audit Matter in FY 2023 on account of incorrect application of accounting policy for revenue and contract cost recognition in prior periods. As the Group updated their accounting policy at the end of FY 2023, whilst we continue to perform procedures over this revenue stream, we have not assessed this to be one of our most signiﬁcant risks in our current year audit, and therefore is not a Key Audit Matter for FY 2024. With respect to revenue recognition on sale and installation in UK Home, we continue to perform audit procedures over this revenue stream, however the relative audit eﬀort has reduced and therefore we have not assessed this to be a Key Audit Matter for FY 2024. Whilst we continue to perform procedures over the recoverability of the Parent Company investments, we no longer identify this as a Key Audit Matter since the Company’s investment in subsidiaries has been fully impaired in the current year. 3.1 Recoverability of Intangible assets, including Goodwill and development costs, in UK Home, UK Commercial and UK Distribution CGUs Risk Vs FY 2023: Carrying value of intangible assets allocated to the CGUs (£15.6 million; 2023: £61.1 million) Impairment charge: £44 million; 2023: £53 million Refer to page 108 (Audit Committee Report), note 2 (accounting policy, note 3 (critical accounting judgements and key source of estimation uncertainty) and note 11 (intangibles). Forecast-based assessment The Group has recognised a £44.4m impairment of intangibles in the current year in relation to the UK Home, UK Commercial and UK Distribution cash generating units (CGUs), reﬂecting the revised trading outlook following the Group’s 2024 trading performance and recent trends in the EV market, the risk over the achievability of the forecasts and consideration of the Group’s ﬁnancial constraints relevant to delivering those forecasts. The Group has determined the recoverable amount of each of these using CGUs using fair value less cost of disposal (FVLCOD). An inappropriate amount could be determined for the FVLCOD due to the inherent uncertainty in assumptions used, including future cash ﬂow estimates related to the growth of the EV charging market. The eﬀect of these matters is that as part of our risk assessment, we determined that the recoverable amounts of intangible assets, including goodwill, in the UK Home, UK Commercial and UK Distribution CGUs have a high degree of estimation uncertainty with a potential range of reasonable outcomes greater than our materiality for the ﬁnancial statements as a whole, and possibly many times that amount. The ﬁnancial statements (note 11) disclose the sensitivity estimated by the Group. Accounting Application • In addition, the Group has estimated the recoverable amounts in the current year using FVLCOD, whereas previously it used value in use. The FVLCOD model adopted by the Group is complex, and therefore this is a risk that it may not be compliant with IAS 36 requirements. We performed the tests below rather than seeking to rely on any of the Group’s controls because the nature of the balances are such that we would expect to obtain audit evidence primarily through the detailed procedures. Our procedures included: • Our sector experience: We identiﬁed trends, events and conditions that may impact the Group’s forecasted cash ﬂows and used our knowledge of the business to challenge the Group’s forecast cash ﬂows by reference to our sector insights. • Evaluating directors’ plans: We compared the forecast cash ﬂows to the output of the Group’s budget and strategic plans. We evaluated whether the additional risk adjustments made to the forecasts for impairment purposes were reasonable from the perspective of a market participant, taking into account our knowledge of the businesses and the markets that they operate in. • Benchmarking assumptions: With the assistance of our valuation specialists, we assessed the reasonableness of the discount rate. For other key assumptions, such as the forecast EV registration growth rate, we have benchmarked these assumptions with reference to internally and externally derived sources to assess the acceptability of the Group’s assumptions. • Sensitivity Analysis: We performed sensitivity analysis for key assumptions, including the assessment of whether reasonably possible changes in key assumptions could result in a further material impairment. • Model Design and Application: We assessed if the Group’s FVLCOD model design is compliant with IAS 36 requirements by obtaining the discounted cash ﬂow model and assessing the methodology, principles and integrity of the model. • Assessing Valuer credentials: We evaluated the competence, experience and independence of the third- party expert engaged by the Group to perform a FVLCOD valuation. • Valuation Assessment: With the assistance of our own valuation specialists, we assessed the appropriateness of the valuation methods, estimates and judgements in the FVLCOD valuation performed by the Group’s expert. • Comparing valuations: As an overall stand-back test, we assessed and challenged the diﬀerence between the market capitalisation of the Group and the sum of the FVLCODs prepared by the Group in order to assess whether the assumptions applied in the impairment test were acceptable. • Assessing Transparency: We assessed the appropriateness of the Group’s disclosures in respect of impairment testing and whether disclosures about the key assumptions and the sensitivity of the outcome of the impairment assessment to changes in key assumptions reﬂected the estimation risks inherent in the recoverability of intangible assets, including goodwill. Our results • We found the intangible assets balances, including Goodwill and development costs, in the UK Home, UK Commercial and UK Distribution CGUs, and the related impairment charges, to be acceptable (FY 2023: acceptable). Governance Financials 134 Pod Point Annual Report and Accounts 2024 Strategic Report 3.2 Recoverability of Trade Receivables Risk Vs FY 2023: (Gross Trade Receivables: £16.0 million; 2023: £12.6 million Provision for expected credit loss: £3.3 million; 2023: £0.5 million) Refer to page 106 (Audit Committee Report), page 150 (accounting policy) and page 166 (ﬁnancial disclosures). Subjective estimate Trade receivables of the Group mainly comprise debts from commercial and private customers. As at the year end, the gross trade receivables balances increased signiﬁcantly on account of cash collection trends during the period, with an increase in older debts. There is increased judgement involved in assessing the recoverability of the trade receivables in the current year, particularly the long aged balances, due to the Group having less experience on which to base the recoverability of these. In determining the expected credit loss provision for trade receivables, the Group has considered the customers’ aging proﬁle, credit history, and expected method of collection (including the use of third party collection agencies). As part of our risk assessment, we determined that the recoverability of trade receivables has a high degree of estimation uncertainty, with a potential range of reasonable outcomes greater than our materiality for the ﬁnancial statements as a whole. The ﬁnancial statements (note 3(ii)) discusses the sensitivity of the Group’s estimates. We performed the tests below rather than seeking to rely on any of the Group’s controls because the nature of the balance is such that we would expect to obtain audit evidence primarily through the detailed procedures. Our procedures included: • Personnel inquiries: We inquired with the credit control team and ﬁnance team with respect to the reason for long outstanding balances in speciﬁc customers. • Fraud risk assessment: We assessed whether there was a fraud risk in relation to trade receivables. This included consulting our own forensic professionals to support our enquiries with management and inspection of management information. • Test of details: We tested the accuracy of the system generated invoice aging report with reference to the underlying invoice issued. • Tests of detail: We have critically assessed, with the assistance of our own Working Capital Specialist, the assumed cash collection rates. We also assessed these assumptions with reference to inquiries we have performed with the Group’s third party debt collection agency and the subsequent settlement rates post year-end. • Disclosure: We considered the adequacy of the Group’s disclosures of its loss allowance approach and the associated estimation uncertainty. Our results • We found the provision for expected credit losses on trade receivables to be acceptable (FY 2023: acceptable). 3.3 Expected credit losses on intercompany receivables (Parent Company) Risk Vs FY 2023: (Gross intercompany receivables £111.8 million; 2023: £66.6 million Provision for expected credit losses: £44.7 million; 2023: £nil) Refer to page 106 (Audit Committee Report), page 180 (accounting policy) and page 181 (ﬁnancial disclosures) Subjective estimate • Following the full impairment of the investment in subsidiaries in the period, the intercompany receivables are signiﬁcant to the Parent Company’s assets. Given the outlook for the subsidiaries following recent trading performance and EV trends, there has been a signiﬁcant increase in credit risk for the intercompany receivables. • The recoverability of the intercompany receivables is based on the Expected Credit Losses (ECL). The ECL assessment requires an unbiased and probability-weighted amount of the range of possible outcomes of the associated credit losses. This includes the use of relevant forward-looking information. • An inappropriate amount could be determined for the expected cash ﬂows and associated probabilities assigned to those cash ﬂows to determine the expected credit losses due to inherent subjectivity involved. • The eﬀect of these matters is that, as part of our risk assessment, we determined that the expected credit loss provision on the Company’s intercompany receivables has a high degree of estimation uncertainty with a potential range of reasonable outcomes greater than our materiality for the ﬁnancial statements as a whole, and possibly many times that amount. The ﬁnancial statements (note 29) discusses the sensitivity of the Company’s estimate. We performed the tests below rather than seeking to rely on any of the Company’s controls because the nature of the balance is such that we would expect to obtain audit evidence primarily through the detailed procedures. Our procedures included: • Assessing forecasts: We used our work on the Group’s forecasts described in the recoverability of Intangible assets, including Goodwill, in UK Home, UK Commercial and UK Distribution risk described above to assess the appropriateness of the cash ﬂow forecasts used in the ECL calculation. The procedures performed for those CGUs with intangible assets in assessing the Group's forecasts were also performed for the International and Energy Flex CGUs for the purpose of the ECL calculation. • Our entity understanding: Critically assessed the key assumptions used in the Company’s assessment of probable outcomes of the associated credit losses based on the Group’s ﬁnancial position and our understanding of the industry in which the Group operates. • Disclosure: Considered the adequacy of the Company’s disclosures of its loss allowance approach and the associated estimation uncertainty. Our results • We found the expected credit losses recognised on intercompany receivables to be acceptable (FY 2023: acceptable). Independent Auditor’s report to the Members of Pod Point Group Holdings Plc continued Governance Financials 135 Pod Point Annual Report and Accounts 2024 Strategic Report Independent Auditor’s report to the Members of Pod Point Group Holdings Plc continued relation to energy ﬂex revenue for which we believe misstatements of lesser amounts than materiality for the ﬁnancial statements as a whole could be reasonably expected to inﬂuence the Company's members' assessment of the ﬁnancial performance of the Group. We agreed to report to the Audit Committee any corrected or uncorrected identiﬁed misstatements exceeding £23,000 (2023: £30,000), in addition to other identiﬁed misstatements that warranted reporting on qualitative grounds. This year, we applied the revised group auditing standard in our audit of the consolidated ﬁnancial statements. The revised standard changes how an auditor approaches the identiﬁcation of components, and how the audit procedures are planned and executed across components. Overview of the scope of our audit In particular, the deﬁnition of a component has changed, shifting the focus from how the entity prepares ﬁnancial information to how we, as the group auditor, plan to perform audit procedures to address group risks of material misstatement ("RMMs"). Similarly, the group auditor has an increased role in designing the audit procedures as well as making decisions on where these procedures are performed (centrally and/or at component level) and how these procedures are executed and supervised. As a result, we assess scoping and coverage in a diﬀerent way and comparisons to prior period coverage ﬁgures are not meaningful. In this report we provide an indication of scope coverage on the new basis. We performed risk assessment procedures to determine which of the Group’s components are likely to include risks of material misstatement to the Group ﬁnancial statements and which procedures to perform at these components to address those risks. In total, we identiﬁed 7 components, having considered our evaluation of the Group’s operational structure, existence of common risk proﬁle across entities and our ability to perform audit procedures centrally. Of those, we identiﬁed 3 quantitatively signiﬁcant components which contained the largest percentages of either total revenue or total assets of the Group, for which we performed audit procedures. In addition, having considered qualitative and quantitative factors, we selected one component with accounts contributing to the speciﬁc RMMs of the Group ﬁnancial statements. Accordingly, we performed audit procedures on 4 components. All work was performed by the Group auditor. We set component materialities, which ranged from £164k to £430k, having regard to the mix of size and risk proﬁle of the Group across the components. Our audit procedures covered 99.4% of Group revenue. We performed audit procedures in relation to components that accounted for 99.8% of Group total assets and 99.1% of the total losses and proﬁts that make up Group loss before tax. Impact of controls on our group audit We identiﬁed IT control deﬁciencies in the prior period. In the current period, the Group implemented a new ERP system as noted on page 109 of the Audit Committee report. As part of obtaining an understanding of these IT systems, we identiﬁed that these deﬁciencies had not been remediated. Therefore, we did not plan to rely on automated controls. As a result, we performed additional testing over information/data extracted from the systems. As we were not able to rely on automated controls on journal entries, our work to respond to the risk of management override of controls considered both automated and manual journals. Overall, considering the signiﬁcant number and nature of deﬁciencies 3.4 Capitalisation of Development Costs and Overhead Costs Risk Vs FY 2023 (Additions: £ 9.8 million; 2023: £11.5 million) Refer to page 106 (Audit Committee Report), page 149 (accounting policy) and page 160 (ﬁnancial disclosures). Accounting for Capitalised development and overhead costs • The directors exercise judgement in assessing which development costs meet the IAS 38 criteria to be capitalised, including overheads incurred by the Group. This is a key audit matter due to the inherent level of judgment the directors exercise in determining whether the capitalisation criteria are met for development cost spend and directly attributable overheads, and the allocation of those costs to diﬀerent projects. • Adjusted EBITDA is one of the key KPIs for management as it impacts directors’ incentives and remuneration. This results in a fraud risk of inappropriate capitalisation of development costs in order to meet targets. We performed the tests below rather than seeking to rely on any of the Group’s controls because the nature of the balance is such that we would expect to obtain audit evidence primarily through the detailed procedures. Our procedures included: • Assessing principles: We assessed if the Group's policy for the capitalisation of development and overhead costs are in accordance with IAS 38 requirements. • Enquiry with Senior Team Members: We enquired with the senior members in the Group’s technology department and challenged them on the judgement applied as to whether the capitalisation criteria are met. • Tests of details: We selected a sample of projects where costs had been capitalised in the year and assessed if the costs met the IAS 38 criteria for capitalisation through inspecting evidence of the results of the project as well as whether the costs allocated to a project were acceptable. • Assessing Transparency: We assessed the adequacy of the Group’s disclosures including key judgments made in respect of capitalisation of development costs. Our results • We found the application of the accounting policy for capitalisation of development costs and the associated recognition of capitalised development costs to be acceptable (FY 2023: Acceptable). 4. Our application of materiality and an overview of the scope of our audit Our application of materiality As the Group has reported a loss before tax, materiality for the Group ﬁnancial statements as a whole was set at £478,000 (2023: £600,000), determined with reference to a benchmark of Group Revenue of which it represents 0.9% (2023: 0.9%). Materiality for the parent Company ﬁnancial statements as a whole was set at £285,000, determined with reference to a benchmark of Company total assets normalised to exclude this year's impairment charge of £128,431,000 for investments in subsidiaries as disclosed in Note 31 and £44,719,000 impairment charge for expected credit losses as disclosed in Note 30, given the signiﬁcance of the charges impacting total assets, of which it represents 0.12%. Materiality in the prior year was set at £400,000, determined with reference to a benchmark of Company total assets, of which it represented 0.17%. In line with our audit methodology, our procedures on individual account balances and disclosures were performed to a lower threshold, performance materiality, so as to reduce to an acceptable level the risk that individually immaterial misstatements in individual account balances add up to a material amount across the ﬁnancial statements as a whole. Performance materiality was set at 65% (2023: 65%) of materiality for the ﬁnancial statements as a whole, which equates to £310,000 (2023: £390,000) for the Group and £185,000 (2023: £260,000) for the parent Company. We applied this percentage in our determination of performance materiality because we identiﬁed factors indicating an elevated level of risk based on identiﬁed misstatements and control deﬁciencies. In addition, we applied materiality of £50,000 and performance materiality of £32,500 in Governance Financials 136 Pod Point Annual Report and Accounts 2024 Strategic Report Independent Auditor’s report to the Members of Pod Point Group Holdings Plc continued As required by auditing standards and taking into account possible pressures to meet proﬁt targets, recent revisions to guidance and our overall knowledge of the control environment, we perform procedures to address the risk of management override of controls, in particular the risk that Group management may be in a position to make inappropriate accounting entries and the risk of bias in accounting estimates and judgements such as capitalised development costs. On this audit we do not believe there is a fraud risk related to revenue recognition except for revenue recognition from energy ﬂex. The amount of revenue recognised for Managed Install in commercial revenues was not highly sensitive to the estimates used for measuring costs. The home, distribution and owned assets revenues, and other revenue within Commercial relates to high volume, low value transactions. While energy ﬂex revenue is not quantitatively signiﬁcant, we have identiﬁed a fraud risk related to revenue recognition from energy ﬂex based on its qualitative importance as a new growing business. We also identiﬁed a fraud risk related to inappropriate capitalisation of development and overhead costs in response to possible pressures to meet proﬁt targets. Further detail in respect of capitalisation of development and overhead costs is set out in the key audit matter disclosures in section 2 of this report. We performed procedures including: • Identifying journal entries and other adjustments to test for all components based on risk criteria and comparing the identiﬁed entries to supporting documentation. These included those posted to unusual accounts, unusual account combinations as well as journals with speciﬁc key words in the description. • Assessing whether the judgements made in making accounting estimates are indicative of a potential bias. • For all energy ﬂex revenue transactions, we assessed whether revenue was recognised appropriately by comparison to the agreement, invoices and the cash receipts. Identifying and responding to risks of material misstatement related to compliance with laws and regulations We identiﬁed areas of laws and regulations that could reasonably be expected to have a material eﬀect on the ﬁnancial statements from our general commercial and sector experience, through discussion with the directors and others in management (as required by auditing standards), and from inspection of the Group’s regulatory and legal correspondence and discussed with the directors and other management the policies and procedures regarding compliance with laws and regulations. As the Group is regulated, our assessment of risks involved gaining an understanding of the control environment including the entity’s procedures for complying with regulatory requirements. We communicated identiﬁed laws and regulations throughout our team and remained alert to any indications of non-compliance throughout the audit. The potential eﬀect of these laws and regulations on the ﬁnancial statements varies considerably. Firstly, the Group is subject to laws and regulations that directly aﬀect the ﬁnancial statements including ﬁnancial reporting legislation (including related companies legislation), distributable proﬁts legislation, and taxation legislation and we assessed the extent of compliance with these laws and regulations as part of our procedures on the related ﬁnancial statement items. in the overall control environment, we also did not plan to rely on manual controls and therefore we took a fully substantive audit approach in all aspects of the audit for the year ending 31 December 2024. As a result, we increased the extent of our substantive procedures. 5. Going concern basis of preparation The directors have prepared the ﬁnancial statements on the going concern basis as they do not intend to liquidate the Group or the Company, or to cease their operations, and as they have concluded that the Group and the Company’s ﬁnancial position means that this is realistic for the period to 31 December 2026 (“the going concern period”). As stated in section 2 of our report, they have also concluded that there is a material uncertainty related to going concern. An explanation of how we evaluated management’s assessment of going concern is set out section 2 of our report. Our conclusions based on this work: • we consider that the directors’ use of the going concern basis of accounting in the preparation of the ﬁnancial statements is appropriate; • we have nothing material to add or draw attention to in relation to the directors’ statement in note 2.6 to the ﬁnancial statements on the use of the going concern basis of accounting, and their identiﬁcation therein of a material uncertainty over the Group and Company’s ability to continue to use that basis for the going concern period; and • the related statement under the UK Listing Rules set out on page 85 is materially consistent with the ﬁnancial statements and our audit knowledge. 6. Fraud and breaches of laws and regulations – ability to detect Identifying and responding to risks of material misstatement due to fraud To identify risks of material misstatement due to fraud (“fraud risks”) we assessed events or conditions that could indicate an incentive or pressure to commit fraud or provide an opportunity to commit fraud. Our risk assessment procedures included: • Enquiring of directors, the Audit Committee, internal auditors and several operational team members, and inspection of policy documentation as to the Group’s high-level policies and procedures to prevent and detect fraud Group’s channel for “whistleblowing”, as well as whether they have knowledge of any actual, suspected or alleged fraud. • Reading Board, Audit Committee, Nomination Committee and Remuneration Committee minutes. • Considering remuneration incentive schemes and performance targets for management, directors and sales staﬀ. • Using analytical procedures to identify any unusual or unexpected relationships. • Involving our forensic professionals to assist us in identifying fraud risks. This included holding a fraud risk brainstorming session, discussions with the engagement team, and enquiries of management. We communicated identiﬁed fraud risks throughout the audit team and remained alert to any indications of fraud throughout the audit, particularly given the FY 2024 ﬁnancial performance. Governance Financials 137 Pod Point Annual Report and Accounts 2024 Strategic Report Independent Auditor’s report to the Members of Pod Point Group Holdings Plc continued Disclosures of emerging and principal risks and longer-term viability We are required to perform procedures to identify whether there is a material inconsistency between the directors’ disclosures in respect of emerging and principal risks and the viability statement, and the ﬁnancial statements and our audit knowledge. Based on those procedures, other than the material uncertainty related to going concern referred to above we have nothing further material to add or draw attention to in relation to: • the directors’ conﬁrmation on page 75 that they have carried out a robust assessment of the emerging and principal risks facing the Group, including those that would threaten its business model, future performance, solvency and liquidity; • the Risk Management disclosures describing these risks and how emerging risks are identiﬁed, and explaining how they are being managed and mitigated; and • the directors’ explanation in the viability statement of how they have assessed the prospects of the Group, over what period they have done so and why they considered that period to be appropriate, and their statement as to whether they have a reasonable expectation that the Group will be able to continue in operation and meet its liabilities as they fall due over the period of their assessment, including any related disclosures drawing attention to any necessary qualiﬁcations or assumptions. We are also required to review the viability statement, set out on page 85 under the UK Listing Rules. Based on the above procedures, we have concluded that the above disclosures are materially consistent with the ﬁnancial statements and our audit knowledge. Our work is limited to assessing these matters in the context of only the knowledge acquired during our ﬁnancial statements audit. As we cannot predict all future events or conditions and as subsequent events may result in outcomes that are inconsistent with judgements that were reasonable at the time they were made, the absence of anything to report on these statements is not a guarantee as to the Group’s and Company’s longer-term viability. Corporate governance disclosures We are required to perform procedures to identify whether there is a material inconsistency between the directors’ corporate governance disclosures and the ﬁnancial statements and our audit knowledge. Based on those procedures, we have concluded that each of the following is materially consistent with the ﬁnancial statements and our audit knowledge: • the directors’ statement that they consider that the annual report and ﬁnancial statements taken as a whole is fair, balanced and understandable, and provides the information necessary for shareholders to assess the Group’s position and performance, business model and strategy; • the section of the annual report describing the work of the Audit Committee, including the signiﬁcant issues that the audit committee considered in relation to the ﬁnancial statements, and how these issues were addressed; and • the section of the annual report that describes the review of the eﬀectiveness of the Group’s risk management and internal control systems. We are also required to review the part of the Corporate Governance Statement relating to the Group’s compliance with the provisions of the UK Corporate Governance Code speciﬁed by the UK Listing Rules for our review. We have nothing to report in this respect. Secondly, the Group is subject to many other laws and regulations where the consequences of non- compliance could have a material eﬀect on amounts or disclosures in the ﬁnancial statements, for instance through the imposition of ﬁnes or litigation. We identiﬁed the following areas as those most likely to have such an eﬀect: health and safety, anti-bribery, money laundering, data protection, employment law, and consumer protection laws. Auditing standards limit the required audit procedures to identify non-compliance with these laws and regulations to enquiry of the directors and other management and inspection of regulatory and legal correspondence, if any. Therefore, if a breach of operational regulations is not disclosed to us or evident from relevant correspondence, an audit will not detect that breach. Context of the ability of the audit to detect fraud or breaches of law or regulation Owing to the inherent limitations of an audit, there is an unavoidable risk that we may not have detected some material misstatements in the ﬁnancial statements, even though we have properly planned and performed our audit in accordance with auditing standards. For example, the further removed non-compliance with laws and regulations is from the events and transactions reﬂected in the ﬁnancial statements, the less likely the inherently limited procedures required by auditing standards would identify it. In addition, as with any audit, there remained a higher risk of non-detection of fraud, as fraud may involve collusion, forgery, intentional omissions, misrepresentations, or the override of internal controls. Our audit procedures are designed to detect material misstatement. We are not responsible for preventing non-compliance or fraud and cannot be expected to detect non-compliance with all laws and regulations. 7. We have nothing to report on the other information in the Annual Report The directors are responsible for the other information presented in the Annual Report together with the ﬁnancial statements. Our opinion on the ﬁnancial statements does not cover the other information and, accordingly, we do not express an audit opinion or, except as explicitly stated below, any form of assurance conclusion thereon. Our responsibility is to read the other information and, in doing so, consider whether, based on our ﬁnancial statements audit work, the information therein is materially misstated or inconsistent with the ﬁnancial statements or our audit knowledge. Based solely on that work we have not identiﬁed material misstatements in the other information. Strategic report and directors’ report Based solely on our work on the other information: • we have not identiﬁed material misstatements in the strategic report and the directors’ report; • in our opinion the information given in those reports for the ﬁnancial year is consistent with the ﬁnancial statements; and • in our opinion those reports have been prepared in accordance with the Companies Act 2006. Directors’ remuneration report In our opinion the part of the Directors’ Remuneration Report to be audited has been properly prepared in accordance with the Companies Act 2006. Governance Financials 138 Pod Point Annual Report and Accounts 2024 Strategic Report Independent Auditor’s report to the Members of Pod Point Group Holdings Plc continued 10. The purpose of our audit work and to whom we owe our responsibilities This report is made solely to the Company’s members, as a body, in accordance with Chapter 3 of Part 16 of the Companies Act 2006. Our audit work has been undertaken so that we might state to the Company’s members those matters we are required to state to them in an auditor’s report and for no other purpose. To the fullest extent permitted by law, we do not accept or assume responsibility to anyone other than the Company and the Company’s members, as a body, for our audit work, for this report, or for the opinions we have formed. Mark Wrigglesworth (Senior Statutory Auditor) for and on behalf of KPMG LLP, Statutory Auditor Chartered Accountants, 15 Canada Square, London E14 5GL 12th June 2025 8. We have nothing to report on the other matters on which we are required to report by exception Under the Companies Act 2006, we are required to report to you if, in our opinion: • adequate accounting records have not been kept by the parent Company, or returns adequate for our audit have not been received from branches not visited by us; or • the parent Company ﬁnancial statements and the part of the Directors’ Remuneration Report to be audited are not in agreement with the accounting records and returns; or • certain disclosures of directors’ remuneration speciﬁed by law are not made; or • we have not received all the information and explanations we require for our audit. We have nothing to report in these respects. 9. Respective responsibilities Directors’ responsibilities As explained more fully in their statement set out on page 130, the directors are responsible for: the preparation of the ﬁnancial statements including being satisﬁed that they give a true and fair view; 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; assessing the Group and parent Company’s ability to continue as a going concern, disclosing, as applicable, matters related to going concern; and using the going concern basis of accounting unless they either intend to liquidate the Group or the parent Company or to cease operations, or have no realistic alternative but to do so. Auditor’s responsibilities 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 our opinion in an auditor’s report. Reasonable assurance is a high level of assurance, but does not guarantee that an audit conducted in accordance with ISAs (UK) will always detect a material misstatement when it exists. Misstatements can arise from fraud or error and are considered material if, individually or in aggregate, they could reasonably be expected to inﬂuence the economic decisions of users taken on the basis of the ﬁnancial statements. A fuller description of our responsibilities is provided on the FRC’s website at www.frc.org.uk/ auditorsresponsibilities. The Company is required to include these ﬁnancial statements in an annual ﬁnancial report prepared under Disclosure Guidance and Transparency Rule 4.1.17R and 4.1.18R. This auditor’s report provides no assurance over whether the annual ﬁnancial report has been prepared in accordance with those requirements. Governance Financials 139 Pod Point Annual Report and Accounts 2024 Strategic Report Consolidated statement of proﬁt or loss and other comprehensive income Notes Year ended 31st December 2024 £’000 Year ended 31st December 2023 £’000 Revenue 6 52,914 63,756 Cost of sales (36,114) (44,516) Gross proﬁt 16,800 19,240 Other income 5 829 1,000 Administrative expenses excluding impairment charges (53,733) (51,323) Impairment loss on trade receivables and contract assets 15 (4,419) (116) Operating loss before impairment of ﬁxed assets (40,523) (31,199) Impairment charges relating to right of use assets (175) – Impairment charges relating to intangible assets 11 (44,401) (53,154) Operating loss 5 (85,099) (84,353) Finance income 9 997 1,586 Finance costs 9 (377) (418) Loss before tax (84,479) (83,185) Income tax expense 10 (246) (229) Loss after tax (84,725) (83,414) Basic and diluted loss per ordinary share 24 £(0.54) £(0.54) Other comprehensive income Items which may be reclassiﬁed subsequently to proﬁt or loss Cash ﬂow hedges – eﬀective portion of changes in fair value 12 – Other comprehensive income for the year, net of tax 12 – Total comprehensive income for the year (84,713) (83,414) All amounts relate to continuing activities. The notes on pages 143 to 176 form part of the consolidated ﬁnancial statements. Governance Financials 140 Pod Point Annual Report and Accounts 2024 Strategic Report Notes As at 31st December 2024 £’000 As at 31st December 2023 £’000 Non-current liabilities Loan and borrowings 18 (1,048) (2,140) Lease liabilities 19 (496) (1,406) Provisions 20 (268) (219) (1,812) (3,765) Total liabilities (38,158) (42,895) Net assets 17,605 102,347 Equity Share capital 21 156 154 Share premium 139,887 139,887 Cash ﬂow hedging reserve 12 – Share-based payment reserve 4,376 8,327 ESOP reserve (1,059) (1,318) Retained earnings (125,767) (44,703) 17,605 102,347 The notes on pages 143 to 176 form part of the consolidated ﬁnancial statements. The ﬁnancial statements were approved by the Board of Directors and authorised for issue on 11th June 2025. They were signed on its behalf by: Mel Lane Chief Executive Oﬃcer Andy Palmer Chair Company registration number 12431376 Notes As at 31st December 2024 £’000 As at 31st December 2023 £’000 Non-current assets Goodwill 11 1,719 34,365 Intangible assets 11 14,632 26,735 Property, plant and equipment 12 3,895 4,957 Right-of-use assets 13 1,348 2,379 21,594 68,436 Current assets Inventories 14 3,616 4,524 Trade and other receivables 15 19,778 16,809 Contract assets – accrued income 15 5,551 6,730 Cashﬂow hedges 15 12 – Cash and cash equivalents 16 5,212 48,743 34,169 76,806 Total assets 55,763 145,242 Current liabilities Trade and other payables 17 (18,379) (22,835) Deferred income 17 (14,507) (13,398) Loan and borrowings 18 (1,098) (1,272) Lease liabilities 19 (1,108) (1,095) Provisions 20 (1,254) (530) (36,346) (39,130) Net current (liabilities)/assets (2,177) 37,676 Total assets less current liabilities 19,417 106,112 Consolidated statement of ﬁnancial position Governance Financials 141 Pod Point Annual Report and Accounts 2024 Strategic Report Consolidated statement of changes in equity As at 31st December 2024: Share capital £’000 Share premium £’000 Cash ﬂow hedging reserve £’000 Share- based payment reserves £’000 ESOP reserve £’000 Retained earnings £’000 Total equity £’000 Balance as at 1st January 2024 154 139,887 – 8,327 (1,318) (44,703) 102,347 New share capital issued 2 – – – (2) – – Loss after tax – – – – – (84,725) (84,725) Fair value movement of cash ﬂow hedges – – 12 – – – 12 Equity-settled share-based payments charge – – – (29) – – (29) Exercise of share-based awards – – – (3,922) 261 3,661 – Balance as at 31st December 2024 156 139,887 12 4,376 (1,059) (125,767) 17,605 The accompanying notes form part of these ﬁnancial statements. As at 31st December 2023: Share capital £’000 Share premium £’000 Other reserves £’000 ESOP reserve £’000 Retained earnings £’000 Total equity £’000 Balance as at 1st January 2023 154 139,887 6,651 (1,318) 38,711 184,085 Loss after tax and total comprehensive income for the year – – – – (83,414) (83,414) Equity-settled share-based payments – – 1,676 – – 1,676 Balance as at 31st December 2023 154 139,887 8,327 (1,318) (44,703) 102,347 Governance Financials 142 Pod Point Annual Report and Accounts 2024 Strategic Report Consolidated statement of cash ﬂow Notes Year ended 31st December 2024 £’000 Year ended 31st December 2023 £’000 Loss after tax (84,725) (83,414) Adjustment for non-cash items: Amortisation of intangible assets 11 10,032 8,138 Impairment of customer relationships intangibles 11 – 9,880 Impairment of goodwill 11 32,646 43,274 Impairment of development costs 11 4,919 – Impairment of brand 11 6,836 – Impairment of right of use assets 13 175 – Depreciation of tangible assets 12 1,367 1,338 Depreciation of right-of-use assets 13 1,570 1,378 Loss on disposal of tangible assets – – Share-based payment (credit)/charge 23 (29) 1,676 Tax expense 10 246 229 Interest receivable 9 (997) (1,586) Interest payable 9 377 418 Tax paid 10 (246) (229) Operating cash outﬂow before changes in working capital (27,829) (18,898) Changes in working capital Movement in inventories 908 1,116 Movement in trade and other receivables (2,981) (155) Movement in contract assets – accrued income 1,179 (503) Notes Year ended 31st December 2024 £’000 Year ended 31st December 2023 £’000 Movement in trade and other payables (4,318) 2,866 Movement in deferred income 1,109 2,565 Movement in provisions 773 183 Net cash ﬂow used in operating activities (31,159) (12,826) Cash ﬂows from investing activities Purchase of tangible assets 12 (325) (797) Development expenditure capitalised 11 (9,790) (11,518) Interest received 9 997 1,586 Net cash ﬂow used in investing activities (9,118) (10,729) Cash ﬂows from ﬁnancing activities Proceeds from new borrowings 21 – 1,466 Loan repayment of principal 21 (1,266) (1,401) Loan repayment of interest 21 (165) (166) Payment of principal of lease liabilities 21 (1,611) (1,481) Payment of lease interest 21 (212) (223) Net cash ﬂows used in ﬁnancing activities (3,254) (1,805) Net decrease in cash and cash equivalents (43,531) (25,360) Cash and cash equivalents at beginning of the year 48,743 74,103 Closing cash and cash equivalents 5,212 48,743 The notes on pages 143 to 176 form part of the consolidated ﬁnancial statements. Pod Point Annual Report and Accounts 2024 Strategic Report Governance Financials Notes to the ﬁnancial statements 143 1. General information Pod Point Group Holdings plc (referred to as the ‘Company’) is a public limited company incorporated in the United Kingdom under the Companies Act 2006 and registered in England. Its registration number is 12431376. The registered address is 222 Grays Inn Road, London WC1X 8HB. The principal activity of the Company and its subsidiary undertakings (the ‘Group’) during the years presented is that of development and supply of equipment and systems for recharging electric vehicles. The entire issued share capital of the Company is traded on the Main Market of the London Stock Exchange. 2. Summary of signiﬁcant accounting policies 2.1 Basis of preparation The Group ﬁnancial statements have been prepared and approved by the Directors in accordance with UK-adopted international accounting standards (‘UK-adopted IFRS’) and in conformity with the requirements of the Companies Act 2006. The accounting policies set out in the sections below have, unless otherwise stated, been applied consistently to all periods presented within the ﬁnancial information and have been applied consistently by all subsidiaries. 2.2 Statement of compliance The consolidated ﬁnancial statements have been prepared in accordance with the signiﬁcant accounting policies described in this note 2. 2.3 Basis of measurement The consolidated ﬁnancial statements are prepared on the historical cost convention as modiﬁed by ﬁnancial instruments recognised at fair value. 2.4 New standards and interpretations not yet eﬀective A number of new accounting standards are eﬀective for annual reporting periods beginning on or after 1st January 2025 and earlier adoption is permitted. However, the Group has not early adopted the following new or amended accounting standards in preparing these consolidated ﬁnancial statements: A) IFRS 18: Presentation and Disclosure in Financial Statements (not yet endorsed by the UK Endorsement Board) IFRS 18 will replace IAS 1 Presentation of Financial Statements and applies for annual reporting periods beginning on or after 1st January 2027. The new standard introduces the following key new requirements: i) Entities are required to classify all income and expenses into ﬁve categories in the statement of proﬁt or loss, namely the operating, investing, ﬁnancing, discontinued activities and income tax categories. Entities are also required to present a newly-deﬁned operating proﬁt subtotal. Entities’ net proﬁt will not change. ii) Management-deﬁned performance measures (‘MPMs’) are disclosed in a single note in the ﬁnancial statements. iii) Enhanced guidance is provided on how to group information in the ﬁnancial statements. In addition, all entities are required to use the operating proﬁt subtotal as the starting point for the statement of cash ﬂows when presenting operating cash ﬂows under the indirect method. The Group is in the process of assessing the impact of the new standard, particularly with respect to the structure of the Group’s statement of proﬁt or loss, the statement of cash ﬂows, and the additional disclosures required for MPMs. B) Other accounting standards The following new or amended accounting standards are not expected to have a signiﬁcant impact on the Group’s consolidated ﬁnancial statements: i) Lack of exchangeability (amendments to IAS 21) (applies for annual reporting periods beginning on or after 1st January 2025). ii) Classiﬁcation and Measurement of Financial Instruments (amendments to IFRS 9 and IFRS 7) (applies for annual reporting periods beginning on or after 1st January 2026) (not yet endorsed by the UK Endorsement Board). iii) Annual improvements to IFRS (volume 11) (applies for annual reporting periods beginning on or after 1st January 2026). The Directors expect to apply these standards from their eﬀective dates. 2.5 Functional and presentation currency The Company’s functional and presentational currency is GBP because that is the currency of the primary economic environment in which the Company operates. The presentation currency of the Group is GBP. Foreign operations are included in accordance with the policies set out below. 2.6 Going concern Current context and liquidity In adopting a going concern basis for the preparation of the ﬁnancial statements of the Group and of the Company, the Directors have made appropriate enquiries and have considered the Group’s business activities, cash ﬂows and liquidity position as set out in note 22 to the ﬁnancial statements, and the Group’s principal risks and uncertainties, in particular the economic and competitive risks. In particular the Directors have considered the likely eﬀect of the Group’s future strategy, including the new Home proposition. During FY24, the Group made a loss of £84.7m. The Group’s results have been impacted by the competitive landscape, and particularly by lower than expected demand in the private BEV market, where customers have the highest propensity to purchase a charger, as opposed to those with access to ﬂeet vehicles. At 31st December 2024 the Group had net current liabilities of £2.0m. At 31st December 2024, the Group held cash of £5.2m, down £43.5m from £48.7m at 31st December 2023. The Group’s £30m facility provided by EDF as set out in note 18 was undrawn at 31st December 2024. At the date of this report, £15m of the facility has been drawn. The ability of the Group to draw down on the balance of £15m of this facility is subject to the agreement of EDF, which the directors believe will not be unreasonably withheld. The Group held cash at 31st May 2025, inclusive of the facility drawn down, of £9.3m. The Group will require funding during 2025 and over the going concern assessment period discussed below in excess of the currently available facilities. The status of discussions around additional funding is set out below. Strategic Report Governance Financials Notes to the ﬁnancial statements continued 2. Summary of signiﬁcant accounting policies continued 144 Pod Point Annual Report and Accounts 2024 The Directors have concluded that, while it remains appropriate to prepare the ﬁnancial statements on a going concern basis, and while the Board has a reasonable expectation that the Group and Company will be able to continue in operation and meet its liabilities as they fall due over the period of assessment, there is a material uncertainty regarding the Group and company's going concern position due to the requirement for additional funding and due to potential restructuring of the Group on a potential change in control, as set out below. Assessment period Accounting standards require that ‘the foreseeable future’ for going concern assessment covers a period of at least twelve months from the date of approval of these ﬁnancial statements, although those standards do not specify how far beyond twelve months a Board should consider. In its going concern assessment, the Directors have considered the period from the date of approval of these ﬁnancial statements to 31st December 2026 (the going concern period or assessment period). Given ongoing uncertainty around the widespread adoption of EVs, the Directors have deemed a longer than 12 month period of assessment to be appropriate. This period reﬂects the time necessary for further development of the EV market, and the time required to operationalise the Group’s strategic initiatives. The Directors have taken into account reasonably possible future economic, regulatory and execution risk factors in preparing and reviewing trading and cash ﬂow forecasts covering the period to 31st December 2026. At the end of the assessment period the Group is forecast to be generating cash outﬂows, however the level of these will have stabilised, after taking account of the working capital eﬀects of the new Home proposition which defers cash receipts over the customer’s subscription period. The Directors expect the Group to become cash generative during FY29. Forecast performance In its assessment of going concern over the period to 31st December 2026, the Group has modelled a base case scenario, and a severe but plausible downside case. The forecasts used in the base case take into account the Board’s and management’s views on the anticipated impact of the Group’s strategy around Home proposition, Energy Flex activity, and cost management across the going concern period. The key inputs and assumptions underlying the base case include: i) an expected growth in the UK BEV and PHEV market over the assessment period of 58% compared to FY24 resulting from continued EV adoption underpinned by ZEV mandate legislation ii) a 16% increase in forecast revenue over the assessment period compared to FY24 run rate, arising from the growth in the market and reﬂecting the expected market share eﬀect of the Group’s planned change in UK Home product oﬀering. iii) negative working capital eﬀects totalling around £9m arising from the planned change in the UK Home product oﬀering which include a lower up-front fee and monthly payments from customers. iv) an expected increase in Energy Flex revenues of 919% in the assessment period compared to FY24 from both a broadening of the base of chargers eligible to be included in Energy Flex activities, and access to new Energy Flex markets including Wholesale market opportunities. The Group is expected to continue to experience negative cashﬂows in between 2025 and 2028, before becoming cash generative during 2029. In the base case, a signiﬁcant cash outﬂow occurs over the period to 31st December 2026, with 31st December 2026 being the lowest point in the forecast case. The Directors expect that there will be a further requirement for signiﬁcant additional funding during 2025, as described below. Severe but plausible downside case In satisfying themselves that the going concern basis is appropriate, given the Group’s reduction in liquidity over FY24 and the economic, competitive and execution risks associated with the Group’s strategic initiatives over the outcomes forecast in the base case set out above, the Directors have modelled a severe but plausible downside case as set out below in which all anticipated individual downside risks occur together. The Directors consider a scenario where these sensitivities occur in combination is unlikely, but not remote. A scenario where some of these sensitivities occur, but not others, would therefore be upsides against the scenario considered. i) A 30% reduction in market size, resulting from a reduction in the demand for EVs arising from economic factors or a reasonably possible delay in the adoption of EVs due to any changes to the ZEV mandate and policy initiatives to encourage EV adoption. This sensitivity results in a 13% fall in forecast revenues in UK Home and UK Distribution due to the associated drop in installation volumes; ii) A further 5% reduction in forecast revenues in the Home and UK Distribution segments, arising from lower than expected market share performance, including a loss of market share of 1% in FY25 as compared to FY24 and of 2% in FY26 as compared to FY24, reﬂecting risks from competitive pressures or related to the Group’s own execution performance. These execution risks include the introduction of the new Home proposition as described above, including risks around the take-up of the new oﬀering iii) A 20% reduction in revenue in the International segment, resulting from a reduction in the demand for EVs arising from economic or regulatory factors, or related to economic and competitive factors in the European markets in which the Group expects to operate during the forecast period, reﬂecting a reduction in expected rates of adoption of EVs. iv) A 24% reduction in forecast revenue in the UK Commercial segment, reﬂecting lower than forecast levels of EV adoption, and risks from competitive pressures or related to the Group’s own execution performance. v) A 3% increase in forecast unit costs of sales, reﬂecting supply chain risk, and in particular an increase in total cost of sales which cannot be passed on to customers. This sensitivity assumes a 5% increase in unit cost of sales, together with 2% of non-unit cost of sales purchases. The unit cost of sales assumption reﬂects the Group’s USD exposure in these purchases. vi) A 50% reduction in revenue in the Energy Flex segment, reﬂecting risk in realising the Group’s plans to generate income from the installed base of domestic charges, including in realising value generated from wholesale trading. The Energy Flex business remains a relatively smaller component of the Group’s trading over the assessment period. Strategic Report Governance Financials Notes to the ﬁnancial statements continued 2. Summary of signiﬁcant accounting policies continued 145 Pod Point Annual Report and Accounts 2024 Since the Group has not made commitments to carbon emission reductions which, if implemented, would have a signiﬁcant cost implication, the impact of climate change has not had a signiﬁcant eﬀect on the forecasts considered. In the severe but plausible downside case, a signiﬁcant cash outﬂow occurs over the period to 31st December 2026, with 31st December 2026 being the lowest point in the forecast case. In this case, the Directors expect that there will be a further requirement for signiﬁcant additional funding, in excess of that required for the base case, during 2025. Due to the signiﬁcant economic uncertainty associated with the US tariﬀs announced in April 2025, the Directors are not able to provide certainty there might not be a more severe downside than those they have already considered. While there remains a material uncertainty in the base and downside scenario modelled, a more severe downside may impact the level of funding required. Material uncertainty as to going concern Both the base case and the severe but plausible downside scenario considered shows a requirement for signiﬁcant additional cash during the assessment period. The Group is currently running a process to secure additional funding, for which external advisors have been appointed. In April 2025, the Group received a non-binding conditional cash proposal from its majority shareholder EDF to acquire the entire issued and to be issued share capital of the Company that it does not already own at a price of 6.5 pence per share. The Directors do not have knowledge of how any future buyer may structure the Group on a potential change of control. The ﬁnancial structure of the acquirer may aﬀect the going concern position of the parent company entity Pod Point Group Holdings Plc. At the time of signing these ﬁnancial statements the Directors are conﬁdent that work to raise further funding, either from EDF as part of their potential acquisition of the Group, or from another process, will conclude successfully in the forthcoming months. The Directors have a reasonable expectation that the raising of funding will be successfully concluded and that therefore the Group will maintain a position of suﬃcient liquidity throughout the forecast period to at least 31st December 2026 in order to continue in operation and meet its liabilities as they fall due, and consequently have prepared the ﬁnancial statements on a going concern basis. As the Group and Company are reliant on securing further funding which is not guaranteed, and due to uncertainty as to how any future buyer may structure the Group on a potential change of control, a material uncertainty exists related to events or conditions which may cast signiﬁcant doubt on the ability of the Group and Company to continue as a going concern and as a result the Group or Company may be unable to realise their assets and discharge their liabilities in the normal course of business. The ﬁnancial statements for the year to 31st December 2024 do not include the adjustments that would result from the basis of preparation being inappropriate. 2.7 Basis of consolidation Subsidiaries Subsidiaries are entities controlled by the Group. The Group controls an entity when it 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. The ﬁnancial information of subsidiaries are included in the consolidated ﬁnancial information from the date on which control commences until the date on which control ceases. Transactions eliminated on consolidation Intra-group balances and transactions, and any unrealised income and expenses arising from intra-group transactions, are eliminated. 2.8 Revenue Overview Revenue is measured based on the consideration speciﬁed in a contract with a customer. The Company recognises revenue when it transfers control over a good or service to a customer. The Group has no speciﬁc obligations for returns, refund clauses nor any other similar obligations speciﬁed in the contract with customers. However, standard product compliance warranty is provided to customers, which is not considered a separate performance obligation. Revenue is recognised at the total amount billed to a customer where it is earned from the sale of goods or services as principal. Revenue is presented as the net amount retained by the Group where it is earned as an agent through a commission or fee. The following paragraphs provide information about the nature and timing of the satisfaction of performance obligations in contracts with customers and the related revenue recognition policies per business line. In general there are no material variable consideration clauses, such as volume related discounts, included in contracts with customers. However, direct discounts can be provided on a customer-by-customer basis. Payment is due upfront for the majority of residential chargepoints sold, and with 30-day payment terms for most other commercial chargepoints sold. The amounts of refunds and rebates in the current and preceding year are immaterial. Sale and installation of charging units in the UK Home market The Group has concluded that the sale and installation of charging equipment to Home customers represents two distinct performance obligations. As the transfer of control to the customer occurs concurrently over a short time period (installation of unit typically occurs within one day), the revenue is recognised at a point in time when the installation is completed. Domestic customers may be entitled, if eligible, for an OZEV government grant under the OZEV EV chargepoint grant (formerly the Electric Vehicle Homecharge Scheme). Under this scheme, the Group claims a portion of the fee it charges for the installed unit from the Driver and Vehicle Licensing Agency (‘DVLA’) on behalf of the customer. As the OZEV grant is provided to the customer, it forms part of the total consideration due to the Group for the products and services provided to the customer. Therefore, the Group’s revenue comprises both the element of the installation fee received directly from the customer, and also the portion of the installation fee claimed from the DVLA. Strategic Report Governance Financials Notes to the ﬁnancial statements continued 2. Summary of signiﬁcant accounting policies continued 146 Pod Point Annual Report and Accounts 2024 Warranties are provided with all home units sold. The accounting policy for warranties is set out below. Commercial installation projects The Group oﬀers a commercial installation service, whereby units are delivered to and installed at a speciﬁc customer site as agreed on a case-by-case basis, as set out in the revenue recognition policy above. The Group has reassessed that these installation contracts include two separate performance obligations that are distinct under IFRS 15, the ﬁrst being the delivery to the customer of the chargepoint units, and the second being the service of installation of those units. Revenue is recognised at the point of delivery to customer site, for units sold, and over time for installation services, as these services are provided. Where work takes place ahead of invoicing, this leads to recognition of a contract asset in the form of accrued income. In arriving at the assessment that sale of units and installation of units represents two separate performance obligations, the Group has considered the fact that the Group sells units as a stand-alone product, with the customer either installing themselves or separately contracting for installation with a third party. The transaction price is allocated to each performance obligation based on the stand-alone selling prices. Where such stand-alone selling prices are not directly observable, these are estimated based on expected cost-plus margin. The Group has assessed that control of units passes to the customer upon delivery of units to the customer site. Therefore, revenue associated with the units is recognised at a point in time, upon delivery. The installation work performed by the Group under commercial installation contracts has no alternative use. Under these contracts, the Group has an enforceable right to payment for work done, including if a contract is cancelled part-way through by a customer. The installation service is recognised as it is provided over time, with revenue accrued on an input basis using the costs incurred to date as a ratio of total expected costs. This approach gives rise to a contract asset in the form of accrued income, until the relevant amounts are invoiced. Under this method, actual costs are compared with the total estimated costs to measure progress towards complete satisfaction of the performance obligation. To measure the relevant proportion of revenue to recognise, the Group is required to estimate the margin on contracts in progress at each reporting date. This estimation is performed on a portfolio basis. Maintenance revenue Service-related revenue comprises additional service and/or maintenance sold to a customer by means of a separate contract for periods up to four years. Revenues generated through services rendered are recognised over time in the income statement as customers simultaneously receive and consume the beneﬁts as the Group performs the services. Warranties A standard 60-month (FY2023: 36 month) warranty is included with the sale of all chargepoints. As the chargepoint is not available for sale without this warranty, it is considered an integral part of the supply of the unit, and is not unbundled from the sale price. Instead, a provision for expected warranty costs is recognised within cost of sales. During certain portions of the current and preceding ﬁnancial year, certain UK Home customers were oﬀered the option to extend the previous standard 36 month warranty to 60 months at no charge. The fair value of the extended period was carved out of the price paid by these customers and deferred until the period covered by the extension. The fair value of the carve-out was determined based on the previous stand-alone selling price of extended warranties. An extended warranty is oﬀered for purchase in addition to standard warranty included with the sale of a chargepoint. Extended warranty revenue is deferred at the point of sale and is then recognised on a straight-line basis over the lifetime of the extended warranty period. Amounts billed in advance to customers are presented as contract liabilities in the form of deferred income. Sale of accessories and supply only goods Sale of accessory goods are recognised at a point in time, when the item is delivered to the customer and the transfer of control occurs. Supply-only sales represent a sale of a chargepoint at wholesale, without the combined installation of the chargepoint. These sales are also recognised at a point in time, once transfer of control occurs, at the time the chargepoint is delivered to the customer. Pod Point acts as principal in sale to the wholesaler, and is not then a party to the transactions whereby units are sold on to customers by the wholesaler (except to honour the warranty provided with these units). Smart Reporting Smart Reporting is a distinct service provided to customers, which provides the customer with access to the transactional data collected by the chargepoint by the Group’s software system. Smart Reporting is billed up front in full, covering service for up to three years. The transaction price is set out within commercial contracts with customers, and revenue is deferred upon billing, and then recognised on a straight-line basis over the period covered by Smart Reporting. Revenue share agreements The Group operates revenue share agreements in respect of public charging networks relating to both assets owned by the Group, and assets owned by UK Commercial customers. In both of these cases, the Group collects the payment from the end user for the usage of the chargepoint through the Pod Point App. The amount paid by the end user is accounted for as set out below. Strategic Report Governance Financials Notes to the ﬁnancial statements continued 2. Summary of signiﬁcant accounting policies continued 147 Pod Point Annual Report and Accounts 2024 Revenue share on chargepoints owned by the Group (Owned Assets segment) Where the Group operates revenue share agreements in respect of chargepoints owned by the Group, it acts as principal in collecting revenue and recognises the gross amounts paid by chargepoints customers as principal. Revenue share on chargepoints not owned by the Group (UK Commercial segment) Where the Group operates revenue share agreements in respect of chargepoints owned by customers of the Group, it acts as an agent in collecting revenue and recognises the net fee due to the Group at a point in time as the chargepoint is used. Owned asset – media screens Revenue is generated through the provision of media screens for display on the chargepoint installed at a customer’s site. The chargepoints are owned and managed by the Group, and a monthly fee is collected on any chargers of which the media screens are in working use. The transaction price is the monthly fee as stated in the contract with the customer and revenue is recognised over time, over the period in which the media screens are in place and working. Contract assets – accrued income Accrued income represents revenue recognised to date less amounts invoiced to customers. Accrued income primarily arises from managed installation contracts. Contract liabilities – deferred income Where sales of goods and services are billed upfront, the income is deferred and released at the point at which revenue is to be recognised and the performance obligation is satisﬁed. Deferred income primarily arises from Home customers where installation has not yet taken place, extended warranty sales, Smart Reporting and customer top-ups. Energy Flex The Group has entered into an agreement with an Energy Flex partner to provide a ‘Flexibility Service’, the service being to allow the partner to arrange access to Pod Point’s installed base of domestic charging units by DNOs or DSOs to manage energy usage in geographically designated areas over time to match production capacity. Fees are payable from DNOs or DSOs to the Group’s partner, which retains a portion of the fee. The remainder of the fee is passed to the Group. The Group has assessed that the partner is acting as principal in this transaction. Therefore, Energy Flex revenue is recognised at the amount of consideration receivable by the Group. 2.9 Leases The Group as lessee The Group assesses whether a contract is or contains a lease, at inception of the contract. The Group recognises a right-of-use asset and a corresponding lease liability with respect to all lease arrangements in which it is the lessee, with the exception of short-term leases of less than 12 months and leases of low- value assets. For these leases, the Group recognises the lease payments as an operating expense on a straight-line basis over the life of the lease as permitted by paragraph 6 of IFRS 16. The leased assets recognised by the Group comprises a lease of oﬃce space, and several leases of installer vans and vehicles used by staﬀ. The lease liability is initially measured at the present value of the lease payments that are not paid at the commencement date, discounted by the Group’s incremental borrowing rate, since the rates implicit in leases cannot be determined. Lease payments included in the measurement of the lease liability comprise ﬁxed lease payments (including in-substance ﬁxed payments), less any lease incentives receivable. 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. The right-of-use assets comprise the initial measurement of the corresponding lease liability, lease payments made at or before the commencement day, less any lease incentives received and any initial direct costs. They are subsequently measured at cost less accumulated depreciation and impairment losses. Right-of-use assets are depreciated over the shorter period of lease term and useful life of the right-of- use asset. As a practical expedient, IFRS 16 permits a lessee not to separate non-lease components, and instead account for any lease and associated non-lease components as a single arrangement. The Group has elected to use this practical expedient. Any modiﬁcations made to the terms of a lease are reﬂected in the month that these are agreed with the lessor. The adjustments are reﬂected in the balance sheet value of both the lease liability and the corresponding right-of-use asset. Other costs associated with leases, such as maintenance and insurance, are expensed as incurred. Cash ﬂows relating to repayment of lease liabilities are presented within ﬁnancing cash ﬂows. 2.10 Foreign currency transactions and hedging derivatives Transactions in foreign currencies are translated to the respective functional currencies of Group companies at exchange rates applicable on the dates of the transactions. Monetary assets and liabilities denominated in foreign currencies are translated to the functional currency at exchange rate at the reporting date. Non-monetary assets and liabilities that are measured at fair value in a foreign currency are translated to the functional currency at the exchange rate when the fair value was determined. Foreign currency diﬀerences arising on translation are generally recognised in the consolidated income statement. Non-monetary items that are measured based on historical cost in foreign currency are not translated. For the purpose of presenting the consolidated ﬁnancial statements, the assets and liabilities of entities with a functional currency other than sterling are expressed in sterling using exchange rates prevailing at the reporting period date. Income and expense items and cash ﬂows are translated at the average exchange rates for each month and exchange diﬀerences arising are recognised directly in other comprehensive income. Strategic Report Governance Financials Notes to the ﬁnancial statements continued 2. Summary of signiﬁcant accounting policies continued 148 Pod Point Annual Report and Accounts 2024 Derivative ﬁnancial instruments are initially recognised at fair value and are subsequently remeasured at fair value at the end of each reporting period with the movement recognised through the consolidated income statement, except where derivatives qualify for cash ﬂow hedge accounting. The eﬀective proportion of cash ﬂow hedges is recognised in OCI and presented in the hedging reserve within equity. The cumulative gain/ loss is subsequently reclassiﬁed to the consolidated income statement in the same period that the relevant hedged transaction is realised. 2.11 Non-IFRS information The Group makes use of certain ﬁnancial measures that are not deﬁned or recognised under IFRS, including adjusted EBITDA. The deﬁnition of and rationale for these measures is set out in note 5. Exceptional items, including costs related to major ﬁnancing and other corporate projects, restructuring costs, and systems implementation costs, which are material by amount, are excluded from adjusted EBITDA. See note 8 for a summary of exceptional costs incurred during the periods disclosed. 2.12 Taxation Current and deferred tax is recognised in the consolidated income statement except where it relates to items recognised in other comprehensive income or directly in equity, in which case it is recognised in other comprehensive income or equity, respectively. (i) Current tax Current tax, including UK corporation tax, is calculated for each entity by applying the relevant statutory tax rates to taxable proﬁts for the year, which is calculated in accordance with the tax laws of the country in which each entity is tax resident. Tax rates applied are those which are enacted, or substantially enacted at each balance sheet date. Taxable proﬁt diﬀers from net proﬁt as reported in the consolidated income statement because it excludes items of income or expense that are taxable or deductible in other accounting periods and it further excludes items of income or expenses that are never taxable or deductible. Repayable tax credits relating to research and development expenditure arising under the HMRC R&D regime (RDEC) are recognised within current tax. (ii) Deferred tax Deferred tax is calculated using the balance sheet method, providing for temporary diﬀerences between the carrying amounts of assets and liabilities for ﬁnancial reporting and taxation purposes. Deferred tax is measured at the tax rates that are expected to be applied to the temporary diﬀerences when they reverse, based on the laws that have been enacted or substantively enacted at each balance sheet date. Deferred tax assets and liabilities are oﬀset if there is a legally enforceable right to do so and they relate to income taxes levied by the same tax authority on the same taxable entity, or on diﬀerent tax entities, but where they intend to settle current tax liabilities and assets on a net basis or their tax assets and liabilities will be realised simultaneously. Deferred tax liabilities are always provided for in full. Deferred tax assets are recognised to the extent it is probable that future taxable proﬁts will be available against which the temporary diﬀerences, including tax losses, can be utilised. The carrying amount of deferred tax assets is reviewed at each balance sheet date by reassessing whether suﬃcient future taxable proﬁts will be generated in future periods such that these deferred tax assets continue to be recoverable. The Group considers all available evidence in evaluating whether or not it is probable that suﬃcient taxable proﬁts will be generated in future periods. Changes in deferred tax assets or liabilities are recognised as a component of tax income or expense in proﬁt or loss, except where they relate to items that are recognised in other comprehensive income or directly in equity, in which case the related deferred tax is also recognised in other comprehensive income or equity, respectively. 2.13 Intangible assets and goodwill Business combinations and goodwill Acquisitions of subsidiaries are accounted for using the acquisition method. The consideration transferred in a business combination is measured at fair value, which is calculated as the sum of the acquisition-date fair values of assets transferred by the Group, liabilities incurred by the Group to the former owners of the acquiree and the equity interest issued by the Group in exchange for control of the acquiree. Acquisition-related costs are recognised in the income statement as incurred. At the acquisition date, the identiﬁable assets acquired and the liabilities assumed are recognised at their fair value, except that: • deferred tax assets or liabilities and assets or liabilities related to employee beneﬁt arrangements are recognised and measured in accordance with IAS 12 Income Taxes and IAS 19 Employee Beneﬁts respectively • liabilities or equity instruments related to share-based payment arrangements of the acquiree or share-based payment arrangements of the Group entered into to replace share-based payment arrangements of the acquiree are measured in accordance with IFRS 2 Share-based Payments at the acquisition date (see below) • assets (or disposal groups) that are classiﬁed as held for sale in accordance with IFRS 5 Non-current Assets Held for Sale and Discontinued Operations are measured in accordance with that standard If the initial accounting for a business combination is incomplete by the end of the reporting period in which the combination occurs, the Group reports provisional amounts for the items for which the accounting is incomplete. Those provisional amounts are adjusted during the measurement period (see above), or additional assets or liabilities are recognised, to reﬂect new information obtained about facts and circumstances that existed as of the acquisition date that, if known, would have aﬀected the amounts recognised as of that date. Goodwill is measured as the excess fair value of the consideration transferred over the fair value of the identiﬁable net assets acquired. If the total of the consideration transferred, and previously held interest measured at fair value, is less than the fair value of the net assets of the subsidiary acquired, the diﬀerence is recognised directly in proﬁt or loss as a bargain purchase gain. Strategic Report Governance Financials Notes to the ﬁnancial statements continued 2. Summary of signiﬁcant accounting policies continued 149 Pod Point Annual Report and Accounts 2024 Impairment of intangible assets Goodwill and other intangible assets with indeﬁnite lives are not amortised but tested for impairment annually, or when there are any indications that carrying value is not recoverable. For impairment testing purposes, goodwill is allocated to CGUs. If a subsidiary undertaking is subsequently sold, goodwill arising on acquisition is taken into account in determining the proﬁt or loss on sale. Intangible assets which are amortised over their useful lives are tested for impairment when an indicator of potential impairment is identiﬁed. Intangible assets are initially recognised at cost. After recognition, intangible assets are measured at cost less any accumulated amortisation and any accumulated impairment losses. Amortisation and impairment on intangible assets are recognised in the income statement. An intangible asset is derecognised upon disposal (i.e. at the date the recipient obtains control) or when no future economic beneﬁts are expected from its use or disposal. Any gain or loss arising upon derecognition of the asset (calculated as the diﬀerence between the net disposal proceeds and the carrying amount of the asset) is included in the income statement. Intangible assets acquired in a business combination Intangible assets acquired in a business combination and recognised separately from goodwill are initially recognised at their fair value at the acquisition date (which is regarded as their cost). Subsequent to initial recognition, intangible assets acquired in a business combination are reported at cost, if appropriate, less accumulated amortisation and accumulated impairment losses, on the same basis as intangible assets that are acquired separately. Internally generated intangible assets Expenditure on research activities are recognised as an expense in the period in which it is incurred. An internally-generated intangible asset arising from development (or from the development phase of an internal project) is recognised if, and only if, all of the following conditions have been demonstrated: • the technical feasibility of completing the intangible asset so that it will be available for use or sale • the intention to complete the intangible asset and use or sell it • the ability to use or sell the intangible asset • the intangible asset will generate probable future economic beneﬁts • the availability of adequate technical, ﬁnancial and other resources to complete the development and to use or sell the intangible asset • the ability to measure reliably the expenditure attributable to the intangible asset during its development Directly attributable costs that are capitalised as part of the product include the development employee costs and an appropriate portion of relevant overheads. Other development expenditures that do not meet these criteria are recognised as an expense as incurred. Development costs previously recognised as an expense are not recognised as an asset in a subsequent period. Expenditure on research activities is recognised as expense in the period in which it is incurred. The amount initially recognised for internally generated intangible assets is the sum of the expenditure incurred from the date when the intangible asset ﬁrst meets the recognition criteria listed above. Where no internally generated intangible asset can be recognised, development expenditure is recognised in proﬁt or loss in the period in which it is incurred. Subsequent to initial recognition, internally generated intangible assets are reported at cost less accumulated amortisation and any impairment losses, on the same basis as intangible assets that are acquired separately. All intangible assets other than goodwill are considered to have a ﬁnite useful life. Amortisation Amortisation is charged to the income statement on a straight-line basis over the estimated useful lives of intangible assets. The estimated useful lives are as follows: • Capitalised development cost – 3 years • Brand – 20 years 2.14 Property, plant and equipment Property, plant and equipment are stated at cost, less any accumulated depreciation and accumulated impairment losses. The cost of property, plant and equipment includes directly attributable incremental costs incurred in their acquisition and installation. When signiﬁcant parts of plant and equipment are required to be replaced at intervals, the Group depreciates them separately based on their speciﬁc useful lives. All other repair and maintenance costs are recognised in the income statement as incurred. Depreciation is charged so as to allocate the cost of assets less their residual value over their estimated useful lives, using the straight-line method. The estimated useful lives are as follows: Over remaining term Short-term leasehold property of the lease Plant and machinery 3 years Fixtures and ﬁttings 3 years Computer equipment 3 years Owned assets 7 years An item of property, plant and equipment and any signiﬁcant part initially recognised is derecognised upon disposal (i.e. at the date the recipient obtains control) or when no future economic beneﬁts are expected from its use or disposal. Any gain or loss arising on derecognition of the asset (calculated as the diﬀerence between the net disposal proceeds and the carrying amount of the asset) is included in the income statement when the asset is derecognised. Strategic Report Governance Financials Notes to the ﬁnancial statements continued 2. Summary of signiﬁcant accounting policies continued 150 Pod Point Annual Report and Accounts 2024 2.15 Impairment of property, plant and equipment At each reporting date, the Group reviews the carrying amounts of its property, plant and equipment and deﬁnite life intangible assets to determine whether there is any indication that those assets have suﬀered an impairment loss. If any such indication exists, the recoverable amount of the asset is estimated to determine the extent of the impairment loss (if any). Where the asset does not generate cash ﬂows that are independent from other assets, the Group estimates the recoverable amount of the CGU to which the asset belongs. Recoverable amount is the higher of fair value less costs of disposal and value in use. 2.16 Inventories Inventory is initially valued based on the cost of purchase on a ﬁrst in, ﬁrst out basis. At each balance sheet date, inventories are assessed for impairment. Inventories are assessed at the lower of cost and net realisable value, being the estimated selling price less costs to complete and sell. If inventory is impaired, the carrying amount is reduced to its selling price less costs to complete and sell. The impairment loss is recognised immediately in proﬁt or loss. 2.17 Cash and cash equivalents Cash and cash equivalents comprise cash in hand together with other short-term, highly liquid deposits which are not subject to signiﬁcant risk of changes in value. Balances reported as cash have maturity of not more than three months at acquisition. 2.18 Financial instruments Financial assets Financial assets comprise trade and other receivables which are initially measured at transaction price. They are subsequently measured at amortised cost as it is held within a business model whose objective is to collect contractual cash ﬂows that are solely payments of principal and interest. Derecognition occurs either when the contractual rights expire or if substantially all the risks and rewards associated with the ownership of the asset are transferred. The Group applies the IFRS 9 simpliﬁed approach to measuring credit losses which uses a lifetime expected loss allowance for all trade receivables. To measure the expected credit losses, trade receivables are grouped based on shared credit risk characteristics and the days past due. At each reporting date, the Company measures the loss allowance for a ﬁnancial instrument at an amount equal to lifetime expected credit losses if the credit risk on that ﬁnancial instrument has increased signiﬁcantly since initial recognition. The Group measures the loss allowance for trade receivables at an amount equal to lifetime expected credit losses. The expected credit losses on trade receivables are estimated using a provision matrix. Debts are grouped by risk characteristics (such as aging) and a provision applied based on past default experience of debts with similar risk characteristics. The provision is adjusted for factors that are speciﬁc to the debtors, such as the customer's payment history and general economic conditions of the industry in which the debtors operate. These loss rates are then adjusted where reasonable and supportable information about current and future economic conditions implies that the expected loss rates will diﬀer to historical experience. The expected credit losses are assessed considering all reasonable and supportable information, including that which is forward-looking. If at the reporting date the credit risk on a ﬁnancial instrument has not increased signiﬁcantly since initial recognition, an entity shall measure the loss allowance for that ﬁnancial instrument at an amount equal to 12-month expected credit losses. The amount of credit losses (or reversal) is recognised in proﬁt or loss, as an impairment gain or loss at the reporting date. The exepcted credit loss provision is stated inclusive of the expected costs of recovering amounts due, including debtor agency fees where applicable. Credit-impaired ﬁnancial assets A ﬁnancial asset is credit impaired when one or more events that have a detrimental impact on the estimated future cash ﬂows of that ﬁnancial asset have occurred. Evidence that a ﬁnancial asset is credit impaired includes observable data about the following events: (a) a breach of contract, such as a default or past due event. (b) it is becoming probable that the borrower will enter bankruptcy or another type of ﬁnancial reorganisation. Write oﬀ policy Receivables are written oﬀ where there is no reasonable expectation of recovery and enforcement activity has ceased. Any recoveries made are recognised in proﬁt or loss. Financial liabilities Borrowings Interest-bearing loans and overdrafts are initially recorded at fair value, which equates to proceeds less direct issue costs at inception. Subsequent to initial recognition, borrowings are measured at amortised cost, using the eﬀective interest rate method. Any diﬀerence between the proceeds, net of transaction costs, and the amount due on settlement is recognised in the income statement over the term of the borrowings. Equity instruments 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 at the proceeds received, net of direct issue costs. The only equity instrument applicable to the Company is its issued share capital. Other ﬁnancial liabilities Other ﬁnancial liabilities comprise amounts owed to Group undertakings and trade payables. They are initially recognised at fair value and subsequently measured at amortised cost using the eﬀective interest method. Derecognition occurs when the contractual obligations are extinguished, cancelled or expired. Strategic Report Governance Financials Notes to the ﬁnancial statements continued 2. Summary of signiﬁcant accounting policies continued 151 Pod Point Annual Report and Accounts 2024 2.19 Provisions Provisions 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 at the end of the reporting period. 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. Warranties Provisions for the expected cost of warranty obligations under local sale of goods legislation are recognised at the date of sale of the relevant products, at the Directors’ best estimate of the expenditure required to settle the Group’s obligation. 2.20 Share-based payments Where share options are awarded to employees, the fair value of the options at the date of grant is charged to the statement of comprehensive income over the vesting period. A credit is recognised directly in equity. The fair value of the options at grant date based on market conditions is measured using the Black-Scholes or Monte Carlo model. The impact of non-market conditions is estimated at grant date and re-estimated at each reporting date. The expense is allocated over the vesting period of each tranche of options granted. The relevant deferred tax amount is calculated at each reporting date over the vesting period equivalent to the expected tax deduction on future exercise and is recognised if appropriate (see deferred tax accounting policy note). The fair value of the award also takes into account non-vesting conditions. These are either factors beyond the control of either party (such as a target based on an index) or factors which are within the control of one or other of the parties (such as the Group keeping the scheme open or the employee maintaining any contributions required by the scheme). Where the terms and conditions of options are modiﬁed before they vest, the increase in the fair value of the options, measured immediately before and after the modiﬁcation, is also charged to the income statement over the remaining vesting period. Market based vesting conditions are assessed at grant and not subsequently reassessed. Non-market conditions are reassessed each reporting date. Where equity instruments are granted to persons other than employees of the Group, these schemes are cash-settled. In some cases, cash-settled awards are also granted to employees. These cash- settled grants are referred to as phantom awards. For phantom awards, the income statement is charged with the fair value of the expected cash settlement, with reference to performance conditions and current share price. Awards are made over the share capital of Pod Point Group Holdings plc. Amounts relating to employees of other Group companies are recharged to those companies. Amounts relating to Directors are recharged in line with other beneﬁts to the entity to which they provide qualifying services. 2.21 Share capital Ordinary shares are classiﬁed as equity. Equity instruments are measured at the fair value of the cash or other resources received or receivable, net of the direct costs of issuing the equity instruments. If payment is deferred and the time value of money is material, the initial measurement is on a present value basis. 2.22 Operating segments In accordance with IFRS 8 the Group determines and presents its operating segments based on internal information that is provided to the Board, which is considered to be the Group’s Chief Operating Decision Maker (‘CODM’). During the years presented, management have assessed that the Group has ﬁve reportable segments as presented in note 4, on the basis of the information received and monitored by the CODM. 3. Critical accounting judgements and key source of estimation uncertainty In the application of the Group’s accounting policies, described in note 2, management is required to make judgements, estimates and assumptions about the recoverable amounts of assets and liabilities that are not readily apparent from other sources. The estimates and associated assumptions are based on historical experience and other factors that are considered to be relevant. Actual results may diﬀer from these estimates. The estimates and underlying assumptions are reviewed on an ongoing basis. Revisions to accounting estimates are recognised in the period in which the estimate is revised if the revision aﬀects only the period or in the period of the revision and future periods if the revision aﬀects both current and future periods. Critical judgements in applying accounting policies (i) Capitalisation of development costs (see note 11) Development costs are capitalised where they relate to a qualifying project and where the relevant costs can be separately identiﬁed. The capitalised development costs are based on management judgements taking into account: • the technical feasibility to complete the product or system so that it will be available for use. • management intends to complete the product or system and use or sell it. • the ability to use or sell the product or system. • the availability of adequate technical, ﬁnancial and other resources to complete the development. Strategic Report Governance Financials Notes to the ﬁnancial statements continued 3. Critical accounting judgements and key source of estimation uncertainty continued 152 Pod Point Annual Report and Accounts 2024 In determining the development costs to be capitalised, the Group makes estimates and judgements as to the expected future economic beneﬁts of the respective product or system that is the result of a development project, in deciding whether the product or system meets the criteria for capitalisation or not. Management also make judgements regarding the level of purchased services which are directly attributable to the work to develop the capitalised projects and therefore are included within the overall project costs. The overall staﬀ costs of this team is material and a signiﬁcant change in this estimate could have a signiﬁcant eﬀect on the value of costs capitalised. The impact of a change to this estimate could result, at the most extreme, i.e. in a scenario where either no development team costs are capitalised, or where they are capitalised in full, in a decrease of £2.3 million or increase of £7.1 million in administrative expenses in the current year. Key source of estimation uncertainty The following are the key assumptions concerning the future, and other key sources of estimation uncertainty at the end of the reporting period that may have a signiﬁcant risk of causing a material adjustment to the carrying amounts of assets and liabilities within the next ﬁnancial year. (i) Impairment of goodwill and other intangibles During the year, the Group performed an assessment of the recoverable value of the UK Home CGU, the UK Commercial CGU, and the UK Distribution CGU, and concluded that an impairment of £44.4 million was required, relating to goodwill and other intangible assets allocated to the UK Home CGU, the UK Commercial CGU and to the UK Distribution CGU. The amount of the impairment identiﬁed was based on the key inputs to the discounted cash ﬂow model used to estimate the recoverable value of each CGU. The same cashﬂow forecasts were used to assess the recoverability of the parent company cost of investment balance. Key assumptions used in the model, together with sensitivity analysis over these assumptions, are set out in note 11. (ii) Credit risk in respect of trade receivables and contract assets During the year the Group identﬁed signiﬁcant receivable balances relating to 2020 to 2024, the recoverability of which was subject to signiﬁcant uncertainty. An expected credit loss provision has been estimated, based on the characteristics of the receivable balances, including the nature of the counterparties and the age of the balances. Given the signiﬁcance of the Group’s receivable position, as set out in note 15, alternative judgements as to recoverability could have led to a signiﬁcantly higher or lower provision. The estimation uncertainty is higher for older debts as the company has less experience on which to base the estimated of recoverability of these. A sensitivity has therefore been considered where 100% of debts greater than 1 year are provided. This would increase the provision by £726k (2023: £4,018k). 4. Segment reporting During the current and preceding ﬁnancial year, the operating segments reviewed by the CODM were set out in the table below. In future, the Group also expects to report activity within an International segment. However, for the current and preceding ﬁnancial year, trading, assets and liabilities, and cash ﬂows for this segment are immaterial. Reportable segment Operations UK Home Activities generated by the sale of chargepoints to for installation at homes in the UK UK Commercial Activities generated by the sale and installation of chargepoints in commercial settings such as destinations and workplace parking in the UK, as well as the recurring revenue generated on chargepoints, relating to fees charged from the ongoing use of the Pod Point software and information generated from the management information system UK Distribution Activities generated by the sale of chargepoints to commercial customers such as housebuilders and wholesale channels in the UK Owned Assets Operating activities relating to customer contracts, in which Pod Point owns the chargepoint assets but charges a fee for provision of media screens on the chargepoints for advertising purposes, and charges end customers for the use of these assets Energy Flex Activities relating to provision of a ﬂexibility service, to arrange access to Pod Point’s installed base of domestic charging units distributor network operators and distribution system operators to manage energy usage in geographically designated areas over time to match production capacity There are no transactions with a single external customer amounting to 10% or more of the Group’s revenues. Strategic Report Governance Financials Notes to the ﬁnancial statements continued 4. Segment reporting continued 153 Pod Point Annual Report and Accounts 2024 Segmental analysis for the year ended 31st December 2024: UK UK UK Owned Energy Total Home Commercial Distribution Assets Flex Group £’000 £’000 £’000 £’000 £’000 £’000 Installation services provided to commercial customers over time – 11,244 – – – 11,244 Other services provided to customers over time 321 3,041 – 7,672 – 11,034 Wholesale and supply only sales to commercial customers at point in time – 966 7,057 – – 8,023 Sale and installation of chargepoints to residential customers at point in time 22,006 – – – – 22,006 Energy Flex revenues provided over time – – – – 607 607 Revenue 22,327 15,251 7,057 7,672 607 52,914 Cost of sales (17,779) (11,546) (2,065) (4,724) – (36,114) Gross margin 4,548 3,705 4,992 2,948 607 16,800 Gross margin % 20.4% 24.3% 70.7% 38.4% 100% 31.7% Other income 272 222 299 – 36 829 Administrative expenses excluding impairment charges, depreciation and amortisation (14,875) (11,645) (16,438) (203) (2,022) (45,183) Depreciation and amortisation (3,942) (3,212) (4,327) (961) (527) (12,969) Operating (loss)/proﬁt before impairment charges (13,997) (10,930) (15,474) 1,784 (1,906) (40,523) Impairment of intangible assets (18,512) (12,709) (13,180) – – (44,401) Impairment of right of use assets – (175) – – – (175) Operating (loss)/proﬁt after impairment charges (32,509) (23,814) (28,654) 1,784 (1,906) (85,099) Finance income 327 267 359 – 44 997 Finance costs (66) (54) (73) (175) (9) (377) (Loss)/proﬁt before tax (32,248) (23,601) (28,368) 1,609 (1,871) (84,479) Reconciliation of operating loss to adjusted EBITDA for the year ended 31st December 2024: UK UK UK Owned Energy Total Home Commercial Distribution Assets Flex Group £’000 £’000 £’000 £’000 £’000 £’000 Operating (loss)/proﬁt (32,509) (23,814) (28,654) 1,784 (1,906) (85,099) Depreciation and amortisation 3,942 3,212 4,327 961 527 12,969 Impairment of intangible assets 18,512 12,709 13,180 – – 44,401 Impairment of right of use assets – 175 – – – 175 Share-based payments credit (411) (335) (451) – (55) (1,252) Exceptional items 2,380 2,842 2,610 – 318 8,150 Adjusted EBITDA (8,086) (5,211) (8,988) 2,745 (1,116) (20,656) An explanation of adjusted EBITDA is set out in note 5. Strategic Report Governance Financials Notes to the ﬁnancial statements continued 4. Segment reporting continued 154 Pod Point Annual Report and Accounts 2024 Segmental analysis for the year ended 31st December 2023: UK UK UK Owned Energy Total Home Commercial Distribution Assets Flex Group £’000 £’000 £’000 £’000 £’000 £’000 Installation services provided to commercial customers over time – 19,835 – – – 19,835 Other services provided to customers over time 135 3,162 – 8,348 – 11,645 Wholesale and supply only sales to commercial customers at point in time – – 5,400 – – 5,400 Sale and installation of chargepoints to residential customers at point in time 26,837 – – – – 26,837 Energy Flex revenues provided over time – – – – 39 39 Revenue 26,972 22,997 5,400 8,348 39 63,756 Cost of sales (19,406) (16,943) (2,281) (5,886) – (44,516) Gross margin 7,566 6,054 3,119 2,462 39 19,240 Gross margin % 28.1% 26.3% 57.8% 29.5% 100% 30.2% Other income 451 361 186 – 2 1,000 Administrative expenses excluding impairment charges, depreciation and amortisation (19,084) (13,257) (7,871) (275) (98) (40,585) Depreciation and amortisation (4,463) (3,569) (1,839) (960) (23) (10,854) Operating (loss)/proﬁt before impairment charges (15,530) (10,411) (6,405) 1,227 (80) (31,199) Impairment charges – (47,396) (5,758) – – (53,154) Operating (loss)/proﬁt after impairment charges (15,530) (57,807) (12,163) 1,227 (80) (84,353) Finance income 715 572 295 – 4 1,586 Finance costs (98) (79) (41) (199) (1) (418) (Loss)/proﬁt before tax (14,913) (57,314) (11,909) 1,028 (77) (83,185) Reconciliation of operating loss to adjusted EBITDA for the year ended 31st December 2023: UK UK UK Owned Energy Total Home Commercial Distribution Assets Flex Group £’000 £’000 £’000 £’000 £’000 £’000 Operating (loss)/proﬁt (15,530) (57,807) (12,163) 1,227 (80) (84,353) Depreciation and amortisation 4,463 3,569 1,839 960 23 10,854 Impairment charges – 47,396 5,758 – – 53,154 Share-based payments charge 1,025 820 423 – 5 2,273 Exceptional restructuring costs 1,263 1,011 521 – 7 2,802 Adjusted EBITDA (8,779) (5,011) (3,622) 2,187 (45) (15,270) Costs have been attributed to segments on a speciﬁc basis where possible, and on an activity basis where necessary. For FY 2023, the activity based allocation key was primarily revenue by segment. For FY 2024, in line with the Board’s method for assessing the performance of each segment, allocation is primarily on the basis of gross margin by segment. Comparatives have been restated accordingly. Information relating to assets, liabilities and capital expenditure information is presented to the CODM in aggregate. Strategic Report Governance Financials Notes to the ﬁnancial statements continued 155 Pod Point Annual Report and Accounts 2024 5. Group operating loss Loss for the year has been arrived at after charging/(crediting): Year ended Year ended 31st December 31st December 2024 2023 £’000 £’000 Amortisation of intangible ﬁxed assets 10,032 8,138 Depreciation of tangible ﬁxed assets 1,367 1,338 Depreciation of right-of-use assets 1,570 1,378 Exchange diﬀerences 10 1 Cost of inventories recognised as an expense 15,366 21,009 Staﬀ costs 23,008 32,032 Other income – RDEC R&D tax credit income (829) (1,000) Loss on impairment of development costs 4,919 – Loss on impairment of customer relationship intangibles – 9,880 Loss on impairment of brand 6,836 – Loss on impairment of goodwill 32,646 43,274 Loss on impairment of right of use assets 175 – Marketing costs 2,634 2,270 Aggregate charge against income in respect of research and development costs not eligible for capitalisation 2,315 3,119 Audit fees – consolidated Group accounts 1 397 222 Audit fees – Parent Company 90 87 Audit fees – subsidiaries 142 141 Fees for audit-related assurance services, relating to the half-year results for the six months ended 30th June 2024 50 – 1 £175,000 of this amount relates to additional fees paid to the auditor in respect of the year ended 31st December 2023 Alternative performance measures The Group makes use of an alternative performance measure, adjusted EBITDA, in assessing the performance of the business. The deﬁnition and relevance of this measure is set out below. The Group believes that this measure, which is not considered to be a substitute for or superior to IFRS measures, provides stakeholders with helpful additional information on the performance of the Group. Adjusted EBITDA Deﬁnition Proﬁt or loss from operating activities, adding back depreciation, amortisation, impairment charges, share-based payment charges and exceptional items. Relevance to strategy The adjusted measure is considered relevant to assessing the performance of the Group against its strategy and plans. The rationale for excluding certain items is as follows: • Depreciation: a non-cash item which ﬂuctuates depending on the timing of capital investment. We believe that a measure which removes this volatility improves comparability of the Group’s results period-on-period. • Amortisation: a non-cash item which varies depending on the timing of and nature of acquisitions, and on the timing of and extent of investment in the internally generated intangibles arising from development of the Group’s products. We believe that a measure which removes this volatility improves comparability of the Group’s results period-on-period. Impairment of intangible assets is also excluded as an exceptional item. • Share-based payment charges: a non-cash item which varies signiﬁcantly depending on the share price at the date of grants under the Group’s share option schemes, and depending on the assumptions used in valuing these awards as they are granted. We believe that a measure which removes this volatility improves comparability of the Group’s results period-on-period and also improves comparability with other companies that do not operate similar share-based payment schemes. • Exceptional items: these items represent amounts which result from unusual transactions or circumstances and of a signiﬁcance which warrants individual disclosure. We believe that adjusting for such exceptional items improves comparability period on period. See note 8 for further detail of amounts disclosed as exceptional in the year. Reconciliation See segmental reporting in note 4. See note 8 for further detail of amounts disclosed as exceptional in the year. Strategic Report Governance Financials Notes to the ﬁnancial statements continued 156 Pod Point Annual Report and Accounts 2024 6. Revenue The Group’s revenue by nature and by segment is set out below. Revenue in the current and preceding year arises materially all in the United Kingdom. Materially all assets and liabilities were UK based in both years. During the year, no customer contributed 10% or more of the Group’s revenues (2023: none). Analysis for the year ended 31st December 2024: UK UK Owned Energy Total UK Home Commercial Distribution Assets Flex Group £’000 £’000 £’000 £’000 £’000 £’000 Installation services provided to commercial customers over time – 11,244 – – – 11,244 Other services provided to customers over time 321 3,041 – 7,672 – 11,034 Wholesale and supply only sales to commercial customers at point in time – 966 7,057 – – 8,023 Sale and installation of chargepoints to residential customers at point in time 22,006 – – – – 22,006 Energy ﬂex revenues provided over time – – – – 607 607 Revenue 22,327 15,251 7,057 7,672 607 52,914 Analysis for the year ended 31st December 2023: UK UK Owned Energy Total UK Home Commercial Distribution Assets Flex Group £’000 £’000 £’000 £’000 £’000 £’000 Installation services provided to commercial customers over time – 19,835 – – – 19,835 Other services provided to customers over time 135 3,162 – 8,348 – 11,645 Wholesale and supply only sales to commercial customers at point in time – – 5,400 – – 5,400 Sale and installation of chargepoints to residential customers at point in time 26,837 – – – – 26,837 Energy Flex revenues provided over time – – – – 39 39 Revenue 26,972 22,997 5,400 8,348 39 63,756 7. Directors and employees The Group operates a deﬁned contribution pension scheme. The assets of the scheme are held separately from those of the Group in an independently administered fund. The pension cost represents contributions payable by the Group to the fund and amounted to £944k for the year ended 31st December 2024 (2023: £1,339k). Pension contributions payable at 31st December 2024 were £154k (2023: £222k). Pension contributions payable to Directors are set out within the table below. The table below presents the staﬀ costs of employees, including those in respect of the Directors, which have been recognised in the income statement. Year ended Year ended 31st December 31st December 2024 2023 £’000 £’000 Wages and salaries 27,279 33,506 Social security costs 2,864 3,656 Costs of deﬁned contribution scheme 944 1,339 Share-based payment (credit)/expense (1,252) 2,273 Capitalised as internally generated intangible assets (6,647) (8,742) Net staﬀ costs 23,118 32,032 Staﬀ costs presented in this note reﬂect the total wage, tax and pension cost relating to employees of the Group. These costs are allocated between administrative expenses, cost of sales or capitalised where appropriate as part of deferred development costs. The table below sets out the average number of employees employed by the Group by category. Year ended Year ended 31st December 31st December 2024 2023 Sales and operations 254 300 Administrative and support 222 277 Total 476 577 Strategic Report Governance Financials Notes to the ﬁnancial statements continued 7. Directors and employees continued 157 Pod Point Annual Report and Accounts 2024 Directors The table below presents the Directors remuneration which has been recognised in the income statement. Year ended Year ended 31st December 31st December 2024 2023 £’000 £’000 Short-term employee beneﬁts 1,797 1,671 Post-employment beneﬁts 35 14 Share-based payment charges 197 668 Total 2,029 2,353 The remuneration of the highest paid Director for the year ended 31st December 2024 was £408k (2023: £492k). The aggregate amount of directors’ remuneration (salary, bonus and beneﬁts) is shown in the "Single total ﬁgure of remuneration” table on page 116 of the directors’ remuneration report. Gains on share options exercised in the year by the directors were £nil (2023: £nil) During the year ended 31st December 2024, no Directors accrued beneﬁts under a deﬁned beneﬁt pension scheme (2023: none). During the year ended 31st December 2024, one Director was a member of the Group’s deﬁned contribution pension plan (2023: one). Directors appointed by EDF are remunerated by EDF and their costs are not recharged and an allocation of cost is not considered readily identiﬁable. Amounts payable to the former CFO David Wolﬀe after his resignation as Director on 9th October 2024 up to 31st December 2024 totaling £91k have been presented within the short-term employee beneﬁts amount above. Amounts payable to David Wolﬀe in 2025 totalling £134k have been accrued at 31st December 2024 and presented within the ﬁgures above. Key management personnel Key management personnel of the Group have been assessed for the year ended 31st December 2024 and the year ended 31st December 2023 as the members of the Board of Directors. No other employee was assessed as directing and controlling the activities of the Group. 8. Exceptional items Adjusting restructuring, system implementation, and other costs, for the purposes of presenting non-IFRS measure of adjusted EBITDA as per accounting policy noted in note 2.11, are as follows: Year ended Year ended 31st December 31st December 2024 2023 £’000 £’000 Restructuring costs 6,562 2,802 Supplier issues 662 – System implementation 926 – 8,150 2,802 Restructuring costs In FY2024, £6,562k of restructuring costs were incurred, representing professional fees associated with the strategic review exercise which began 2023 and which continued into 2024 in line with previously communicated expectations, representing further actions arising from the strategic review, and forming part of the same overall restructuring exercise. These restructuring costs included additional staﬀ exit costs, professional fees, and other costs associated with the exit of non-core segments. £3,355k of the restructuring costs related to staﬀ exits from the business, with the remaining £3,207k representing professional fees paid to advisors in relation to the design and execution of the Group’s revised strategy. Included within the staﬀ restructuring amount was £276k relating to salary payments to the Group’s former CFO, David Wolﬀe, after his exit from the business, including an accrual in relation to his remaining salary due at 31st December 2024 of £134k. Included within this amount was a provision of £904k which was recognised at 31st December 2024, to cover the expected costs of staﬀ exits in 2025 resulting from the strategic review exercise which had been communicated to those aﬀected by the year end. In FY2023, £2,802k of restructuring costs were incurred, representing professional fees associated with the strategic review exercise undertaken in during 2023 and the staﬀ costs arising from executing this restructuring activity. £346k of these costs related to amounts paid to the former CEO after he had left his role and associated professional fees. Included within this amount was a provision of £326k which was recognised at 31st December 2023, to cover the expected costs of staﬀ exits in 2024 resulting from the strategic review exercise which had been communicated to those aﬀected by the year end. At 31st December 2024, this amount had been spent in full. Strategic Report Governance Financials Notes to the ﬁnancial statements continued 8. Exceptional items continued 158 Pod Point Annual Report and Accounts 2024 Supplier issues During April 2024, Tritium DCFC Limited, the parent entity of a supplier of rapid charging units to the Group, entered administration. The uncertainty caused by this situation led to customers of the Group delaying installation of Tritium products. Uncertainty was also caused among customers as to the timely satisfaction of warranty obligations in respect of installed units. In September 2024, Tritium was taken over by a new parent, Exicom Power Solutions B.V. Netherlands. Tritium has indicated to the Group that Exicom have committed to fulﬁl Tritium’s warranty obligations with respect to replacement of faulty parts, although not with respect to shipping and labour costs. The Group has therefore recognised provisions for: i) The carrying value of Tritium stock on hand which does not have a committed order (£428k); ii) The expected future labour and shipping costs of maintenance and repair services due under existing warranty commitments, which the Group expects to have to fulﬁl to its customers in place of Tritium (£234k). In the Group’s half-year reporting at 30th June 2024, a warranty provision of £1,284k was recognised. This provision included the costs of purchasing replacement rapid charging units on the open market, on the assumption that these would not be available from Tritium. Given the change in circumstances in the second half of the year, including the change in ownership of Tritium and consequent change in expectations of warranty costs to be borne by the Group, £1,050k of the provision has been released in the second half of 2024. The reduction in provisions has also been included in the exceptional amounts such that the exceptional charge for the full year represents the total expected warranty costs to be borne by the Group at 31 December 2024. System implementation During the year the Group implemented a new ERP system to support the Group’s growth ambitions. Costs of implementation, not including the operating costs of the system which are presented in the operating result, totaled £926k. These implementation costs have been presented separately due to their signiﬁcance and nature, including in particular the material spend on a system signiﬁcantly in excess of our other back oﬃce support software. These implementation costs were not capitalised into ﬁxed assets in accordance with the accounting guidance in this area. 9. Finance income and ﬁnance costs Net ﬁnancing costs comprise bank interest income and interest expense on borrowings, and interest expense on lease liabilities. Year ended Year ended 31st December 31st December 2024 2023 £’000 £’000 Interest receivable on bank deposits 997 1,586 Finance income 997 1,586 Interest payable on loans (165) (190) Interest payable on lease liabilities (212) (228) Finance costs (377) (418) Net ﬁnance income 620 1,168 Strategic Report Governance Financials Notes to the ﬁnancial statements continued 159 Pod Point Annual Report and Accounts 2024 10. Taxation Year ended Year ended 31st December 31st December 2024 2023 £’000 £’000 Current tax charge 246 229 Deferred tax charge – – Total tax charge 246 229 The amount of income tax recorded in the consolidated income statement diﬀers from the expected amount that would arise by applying the standard rate of corporation tax in the UK during the year of 25% (2023: 23.52%). The diﬀerences are explained below: Year ended Year ended 31st December 31st December 2024 2023 £’000 £’000 Loss before tax (84,479) (83,185) Tax credit based on the standard rate of corporation tax in the UK of 25% (2023: 23.52%) (21,120) (19,565) Fixed assets timing diﬀerences 14 17 Expenses not deductible for tax purposes 8,210 13,276 Income not taxable (55) – Adjustments to brought forward values (158) 82 Remeasurement of deferred tax for changes in tax rates – (364) Other permanent diﬀerences (85) – R&D expenditure credits 16 – Adjustments in respect of prior periods 22 – Movement in deferred tax not recognised 13,181 6,554 Other diﬀerences (2) – R&D other income tax charge 223 229 Total tax charge 246 229 Key elements of expenses not deductible for tax purposes are the impairment charges described in note 11 and share-based payment charges. The main rate of UK corporation tax for the year ended 31st December 2024 is 25%. Deferred taxes have been measured at the corporation tax rate expected to apply at the time of reversal of the timing diﬀerence. No tax was included in equity in the current or prior year. Recognised deferred tax assets and liabilities at 31st December 2024 At At 3 1st January Income 1st December 2024 statement 2024 £’000 £’000 £’000 Tax losses recognised against deferred tax liabilities 8,462 (5,415) 3,047 Intangible asset timing diﬀerences (5,272) 4,353 (919) Fixed asset timing diﬀerences (3,190) 1,062 (2,128) – – – Unrecognised deferred tax assets Year ended Year ended Year ended Year ended 31st December 31st December 31st December 31st December 2024 – gross 2024 – net 2023 – gross 2023 – net £’000 £’000 £’000 £’000 Tax losses 126,887 31,722 63,887 15,972 Share-based payments 1,486 372 854 214 Short-term timing diﬀerences 1,085 271 213 53 129,458 32,365 64,954 16,239 Deferred tax assets have been recognised only up to the level of deferred tax liabilities arising. Since signiﬁcant deferred tax assets and liabilities arise only in the UK, and since they therefore relate to income taxes levied by the same tax authority on the same group of entities, and since there is an expectation that the tax assets and liabilities will be realised simultaneously, these have been netted oﬀ the balance sheet. All unrecognised temporary diﬀerences above can be carried forward indeﬁnitely. Temporary diﬀerences in respect of share-based payments arise in respect of Part 12 CTA 2009 share options deduction for which a deduction should be available in the future. The value of the future tax deduction for share-based payments is dependent on the share price at the point of exercise and therefore its value is highly uncertain. Strategic Report Governance Financials Notes to the ﬁnancial statements continued 160 Pod Point Annual Report and Accounts 2024 11. Intangible assets Intangible assets as at 31st December 2024: Customer Development Brand relationships Goodwill Total £’000 £’000 £’000 £’000 £’000 Cost: At 1st January 2024 27,981 13,940 13,371 77,639 132,931 Additions 9,790 – – – 9,790 Disposals (2,367) – – – (2,367) At 31st December 2024 35,404 13,940 13,371 77,639 140,354 Accumulated amortisation: At 1st January 2024 (12,456) (2,730) (13,371) (43,274) (71,831) Amortisation (9,335) (697) – – (10,032) Impairment (4,919) (6,836) – (32,646) (44,401) Disposals 2,261 – – – 2,261 At 31st December 2024 (24,449) (10,263) (13,371) (75,920) (124,003) Carrying amounts: At 31st December 2024 10,955 3,677 – 1,719 16,351 At 31st December 2024, £227k of development projects were in progress and were not yet amortised. Intangible assets as at 31st December 2023: Customer Development Brand relationships Goodwill Total £’000 £’000 £’000 £’000 £’000 Cost: At 1st January 2023 20,702 13,940 13,371 77,639 125,652 Additions 11,518 – – – 11,518 Disposals (4,239) – – – (4,239) At 31st December 2023 27,981 13,940 13,371 77,639 132,931 Accumulated amortisation: At 1st January 2023 (10,146) (2,033) (2,599) – (14,778) Amortisation (6,549) (697) (892) – (8,138) Impairment – – (9,880) (43,274) (53,154) Disposals 4,239 – – – 4,239 At 31st December 2023 (12,456) (2,730) (13,371) (43,274) (71,831) Carrying amounts: At 31st December 2023 15,525 11,210 – 34,365 61,100 At 31st December 2023, £1,525k of development projects were in progress and were not yet amortised. Goodwill and customer relationships Goodwill and other intangible assets were allocated to cash generating units or groups of cash generating units per the table below during 2023. Strategic Report Governance Financials Notes to the ﬁnancial statements continued 11. Intangible assets continued 161 Pod Point Annual Report and Accounts 2024 No intangible assets were allocated to the Owned Assets segment, or to the new Energy Flex or International segments. UK UK Home Commercial Distribution Total £’000 £’000 £’000 £’000 Goodwill 20,231 45,061 12,347 77,639 Brand 2,921 6,506 1,783 11,210 Customer relationships – 9,880 – 9,880 Cost 23,152 61,447 14,130 98,729 Impairment in year ended 31st December 2023 – Goodwill – (37,516) (5,758) (43,274) Impairment in year ended 31st December 2023 – UK Customer relationships – (9,880) – (9,880) Impairment – (47,396) (5,758) (53,154) Carrying amount at 31st December 2023 Goodwill 20,231 7,545 6,589 34,365 Brand 2,921 6,506 1,783 11,210 Customer relationships – – – – Carrying value at 1st January 2024 23,152 14,051 8,372 45,575 Impairment in year ended 31st December 2024 – Goodwill (18,512) (7,545) (6,589) (32,646) Impairment in year ended 31st December 2024 – Brand – (5,164) (1,672) (6,836) Amortisation in year ended 31st December 2024 – Brand (182) (405) (110) (697) Carrying amount at 31st December 2024 Goodwill 1,719 – – 1,719 Brand 2,739 937 1 3,677 Customer relationships – – – – Carrying value at 31st December 2024 4,458 937 1 5,396 Fixed assets carrying value at 31st December 2024: UK UK Owned Home Commercial Distribution Assets Energy Flex Total £’000 £’000 £’000 £’000 £’000 £’000 Development costs carrying value at 31st December 2024 pre impairment 6,060 3,985 5,118 – 711 15,874 Development costs impairment in year ended 31st December 2024 – – (4,919) – – (4,919) Development costs carrying value at 31st December 2024 6,060 3,985 199 – 711 10,955 Property, plant and equipment carrying value at 31st December 2024 159 104 134 3,480 18 3,895 Right of use assets carrying value at 31st December 2024 515 339 435 – 59 1,348 6,734 4,428 768 3,480 788 16,198 2023 impairment exercise In 2023, the Customer Relationships asset was re-assessed in light of the Group’s strategy for its UK Commercial business and the updated cash ﬂows expected from those customer relationships identiﬁed at initial recognition in 2020. The Directors assessed that the recoverable value of this asset on an individual basis at 31st December 2023 as nil and its carrying value at 31st December 2023 of £9,880k was been impaired in full. No ground to reverse this impairment have been identiﬁed during FY24. The recoverable amount of each CGU was estimated on a value-in-use basis, using a discounted cash ﬂow model. Based on the assessed recoverable value at 31st December 2023, partial impairments of goodwill relating to the UK Commercial and UK Distribution CGUs were taken as set out above. 2024 impairment exercise Overview At 31st December 2024, the remaining carrying value of goodwill and other intangibles arising on acquisition has been re-assessed, using a fair value less costs of disposal (‘FVLCOD’) approach. The Directors are required to consider the recoverable amount, being the higher of FVLCOD and value in use at each reporting date. The Directors consider the FVLCOD approach is a more useful representation of the recoverable amount when considering the future strategy of the business, including the impact of continued adoption of battery electric vehicles (BEVs) in the UK market over the medium term and therefore gives rise to a higher recoverable value at 31st December 2024. 11. Intangible assets continued Strategic Report Governance Financials Notes to the ﬁnancial statements continued 162 Pod Point Annual Report and Accounts 2024 FVLCOD reﬂects market inputs or inputs based on market evidence if readily available. If these inputs are not readily available, the fair value is estimated by discounting future cash ﬂows modiﬁed for market participants’ views. Since observable market inputs or inputs based on market evidence are not readily available, management have used a discounted cash ﬂow model to estimate the FVLCOD of each CGU. The discounted cash ﬂows represent a Level 3 valuation as deﬁned by IFRS 13 Fair Value Measurement. For the annual impairment review of goodwill and other intangible assets, the Directors have assessed the Group’s trading performance in FY24 and market capitalisation at 31st December 2024 as indicators of potential impairment and have had regard to these in the context of the assumptions applied. The Group’s performance during FY2024 has not met the expectations which underlay the Group’s forecasts used for assessment of impairment at 31st December 2023, particularly around market share. Future forecasts used to assess impairment at 31st December 2024 have taken into account the Group’s recent performance as well as the current competitive environment. The Directors have prepared forecasts covering the period to 31st December 2034. A period of time greater than 5 years has been selected given that the growth in electric vehicles is expected to increase signiﬁcantly beyond 5 years, driven by Government policy initiatives to decarbonise most transport and increased demand for electric vehicles. The Group’s Scope 1 and Scope 2 emissions targets for 2026 are not expected to have a material impact on the future cash ﬂows of the Group. The forecasts reﬂect the strategy communicated at the Capital Markets Day in November 2023, updated for FY24 actual results. The Group’s forecast takes into account its principal risks that may impact the cash ﬂows, including macroeconomic factors, and has been determined using input from external advisors as part of the strategic review which has continued into FY24. The Group is forecast to become cash generative during 2029. To support their consideration of the recoverable value of intangible assets at 31st December 2024, the Board engaged a third-party expert to perform an independent valuation of the Group. This work supported the Board’s conclusions as set out below. The impairment assessment is reﬂective of the Board approved strategy as at the balance sheet date of 31st December 2024 and does not include eﬀects of the new Home customer proposition Pod Drive. Key assumptions The forecasts have been prepared at a CGU level in order to assess each CGU’s recoverable amount. Key assumptions for each CGU are set out below. UK UK UK Home Commercial Distribution Base Low Base Low Base Low FY24 to FY34 EV registration CAGR 13% 13% 13% 13% 13% 13% Estimated conversion ratio of EV registrations to units sold at FY25 3.9% 3.5% 0.4% 0.4% 2.3% 2.0% Estimated conversion ratio of EV registrations to units sold at FY34 3.3% 2.9% 0.6% 0.5% 1.9% 1.6% FY24 to FY34 revenue CAGR 13% 11% 10% 7% 11% 10% Operating costs as % of revenue 84% 93% 26% 27% 99% 111% between FY25 and FY34 to 30% to 38% to 5% to 6% to 34% to 46% Weighting of the low and base case applied 50% 50% 50% 50% 70% 30% Expected growth in EV registrations The forecasts for EV registrations are consistent with external sources of data including reports from LCP Delta. No adjustments have been made by management to these external sources of the expected growth in EVs, which form the starting point used by management to determine the cumulative revenue growth. Expected changes in conversion of EV registrations to unit sales Management has then estimated a rate for conversion from EV registrations to the Group’s unit sales for each CGU. The conversion of EV registrations to unit sales is dependent on a range of factors, including but not limited to: i) The propensity of an EV purchaser to purchase a charger, taking into account the decrease in customers purchasing their ﬁrst EV over time; ii) The Group’s market share, taking into account competition and developments in the market over the forecast period; iii) Other speciﬁc factors relevant to each of the CGUs including the types of customers the Group deals with and existing commercial relationships. This conversion rate has been estimated based on management’s estimate of propensity of new EV registrations to purchase a charger based on management’s historical experience, along with management’s view of the Group’s future market share in light of FY24 actuals and future plans. Operating costs Operating cost forecasts take into account cost savings enacted by the Group during FY24 and expected investment in marketing and other operating costs in each CGU over time. The operating cost base between the low and base cases, as summarised in the table below, reﬂects the same amount of ﬁxed costs, with only customer service and marketing varying in line with activity. Strategic Report Governance Financials Notes to the ﬁnancial statements continued 11. Intangible assets continued 163 Pod Point Annual Report and Accounts 2024 Other assumptions Gross margin assumptions for each CGU are based on forecast unit costs and selling prices, taking into account historical experience and management’s views as to where improvements can be achieved in the Group’s cost of sales, as in the Home CGU. Cashﬂow forecasts include costs of investments in product development in order to keep pace with technology developments and to maintain the Group’s competitiveness. Factors speciﬁc to each CGU are: Home Cashﬂows in the Home CGU reﬂect the beneﬁts of utilising the assets in this CGU to provide Energy Flex services, through a notional assumed charge per unit to the Energy Flex CGU, to reﬂect the risk and eﬀort undertaken in the Home CGU to win customers and install chargepoints, from which the Energy Flex CGU is then able to generate value. For the purpose of the impairment test, this reﬂects an estimated arm’s length price the Home CGU could achieve for the availability of its charging assets to Energy Flex providers based on market testing. Assumed gross margin improvement reﬂects the shift to external installation provider which occurred during FY24 and actual experience of costs in the later part of FY24. The estimated conversion ratio of EV registrations to units sold is forecast to decrease between FY25 and FY34, reﬂecting competitive pressures in the market. UK Commercial Revenues in UK Commercial include the expected evolution in housebuilder market including assumed increase in housebuilding following Government announcement of a target of building 1.5 million new houses over the next parliament, announced in August 2024. Revenues from Workplace customers are based on customer growth estimates which are linked to rates of EV adoption in the UK overlaid with management’s expectations of the performance of the CGU in winning market share. The estimated conversion ratio of EV registrations to units sold in UK Commercial is forecast to increase between FY25 and FY34, partly reﬂecting a CAGR of 20.0% in Workplace customers won. UK Distribution Cashﬂows in the UK Distribution CGU reﬂect the beneﬁts of utilising the assets in this CGU to provide Energy Flex services, through a notional assumed charge per unit to the Energy Flex CGU, to reﬂect the risk and eﬀort undertaken in the UK Distribution CGU to win customers and install chargepoints, from which the Energy Flex CGU is then able to generate value. For the purpose of the impairment test, this reﬂects an estimated arm’s length price the UK Distribution CGU could achieve for the availability of its charging assets to Energy Flex providers based on market testing. Estimates of the ratio of customers who purchase a chargepoint through a wholesaler rather than direct from the manufacturer are based on historical data and management’s view of how the market may develop over time. The estimated conversion ratio of EV registrations to units sold is forecast to decrease between FY25 and FY34, reﬂecting competitive pressures in the market. Risk adjustments to cashﬂows The cashﬂows used for the impairment exercise in respect of the Home and UK Commercial CGUs were weighted 50% towards the low forecast case and 50% towards the base forecast case considered by the Directors, and weighted 30% towards the low case and 70% towards the base case for the UK Distribution CGU, reﬂecting the Directors’ assessment of the execution risk and competitive environment in which these CGUs operate. The greater weighting of the UK Distribution CGU towards the base case reﬂected comparatively lower operational execution risk in the business model of this CGU. The distribution market which includes wholesale and housebuilders represents a growing route to market in the UK. The activities of this CGU are also underpinned by contractual relationships with a number of customers. The Directors consider that this approach has appropriately risk adjusted the cashﬂows used in the impairment exercise in accordance with the application guidance in IAS 36 Impairment of Assets. The US tariﬀs announced in April 2025 and the associated impacts on the UK economy and on the motor vehicle industry are not considered to be adjusting post balance sheet events for the impairment review. Financing constraints in executing the strategy The Group’s ability to execute its strategy as at the reporting date and to achieve the risk adjusted cashﬂows set out above require additional ﬁnancing over and above that currently available to the Group, as set out in note 2.6. In a scenario where ﬁnancing is not obtained to execute the Group’s strategy, the recoverable amount of the Group’s intangible assets, after considering net working capital liabilities remain is expected to be immaterial. Further to the risk weighting between the base case and the low case as set out above, the Directors have also separately reﬂected ﬁnancing risk in the assessment of the recoverable value of the intangible assets of the Group. The Board has applied judgement in assessing whether the ﬁnancing will be secured to deliver the strategy. Intangible assets have been impaired by applying a probability weighting between the following two scenarios (i) the ﬁnancing is secured and the risk adjusted cash ﬂows set about above are delivered and (ii) the Group cannot execute its strategy due to its current ﬁnancial constraints. At the reporting date, the Directors have assessed that there is a 60% probability that the ﬁnancial constraints relevant to delivering the Group’s strategy will be resolved. No Company speciﬁc premium adjustment has been applied to the discount rate for the ﬁnancial constrains in executing the Groups strategy. Strategic Report Governance Financials Notes to the ﬁnancial statements continued 11. Intangible assets continued 164 Pod Point Annual Report and Accounts 2024 WACC The Directors engaged a third-party specialist to prepare post-tax weighted-average cost of capital (WACC) calculations in respect of each CGU. The WACC was used to discount the estimated cash ﬂows of each CGU. A UK WACC of 14.7% (2023: 12.7%) has been used to discount forecast cash ﬂows for the Home, UK Commercial and UK Distribution CGUs, along with a terminal growth rate of 1.7% (FY23: 1.7%), based on UK GDP forecasts, to extrapolate cash ﬂows beyond the forecast period. Management considers that the inputs into the WACC model appropriately consider recent increases to risk-free rates and the estimated optimal long-term capital structure based on a market participant’s view. Based on the Directors’ assessment of the risks associated with each business segment, a single WACC for each UK segment was considered appropriate. Impairment in FY24 The recoverable amount determined through this FVLCOD test identiﬁed impairments in the Home, UK Commercial and UK Distribution segments, totaling £44.4 million. This amount has been charged to the income statement within administrative expenses. Sensitivities In arriving at an appropriate risk-adjusted forecast for each CGU, the Directors have considered reasonably possible base and low case outcomes. Sensitivities to certain key assumptions are set out in the table below. An adverse change in the assumptions applied to the Home, UK Commercial and UK Distribution segments may result in a material adjustment to the carrying value of the associated intangibles, property, plant and equipment and right of use assets in future reporting periods. A reasonably possible change in these assumptions could result in a further impairment of the remaining goodwill and brand intangible assets, with a carrying value of £4.5 million in the Home CGU, £0.9 million in the UK Commercial CGU and £nil million in the UK Distribution CGU and development costs and property, plant and equipment and right of use assets within these CGUs. CGU Home Commercial Distribution Weighting of low case applied 1 100% 100% 100% Change to impairment charge (£m) 10.7 3.1 0.3 Change in discount rate 1% 1% 1% Change to impairment charge (£m) 2.6 0.5 0.3 1 before ﬁnancing constraints in executing the Group’s strategy In the event that the Group cannot obtain ﬁnancing for its future strategy, the remaining assets of the CGUs would be impaired to the net realisable value which, after taking into account the Group’s net working capital liabilities, could result in the full impairment of the remaining carrying values. 12. Property, plant and equipment Property, plant and equipment as at 31st December 2024: Short-term Owned leasehold Plant & Furniture & Computer charging property machinery ﬁttings equipment assets Total £’000 £’000 £’000 £’000 £’000 £’000 Cost: At 1st January 2024 33 271 19 1,616 7,013 8,952 Additions – 9 211 84 21 325 Disposals (31) (115) (19) (625) (84) (874) At 31st December 2024 2 165 211 1,075 6,950 8,403 Accumulated depreciation and impairment: At 1st January 2024 (33) (250) (19) (1,146) (2,547) (3,995) Depreciation charge for the year – (20) (55) (309) (983) (1,367) Disposals 31 123 19 621 60 854 At 31st December 2024 (2) (147) (55) (834) (3,470) (4,508) Carrying amounts: At 31st December 2024 – 18 156 241 3,480 3,895 Strategic Report Governance Financials Notes to the ﬁnancial statements continued 12. Property, plant and equipment continued 165 Pod Point Annual Report and Accounts 2024 Property, plant and equipment as at 31st December 2023: Short-term Owned leasehold Plant & Furniture & Computer charging property machinery ﬁttings equipment assets Total £’000 £’000 £’000 £’000 £’000 £’000 Cost: At 1st January 2023 33 271 19 1,336 6,496 8,155 Additions – – – 280 517 797 At 31st December 2023 33 271 19 1,616 7,013 8,952 Accumulated depreciation and impairment: At 1st January 2023 (32) (202) (19) (828) (1,576) (2,657) Depreciation charge for the year (1) (48) – (318) (971) (1,338) At 31st December 2023 (33) (250) (19) (1,146) (2,547) (3,995) Carrying amounts: At 31st December 2023 – 21 – 470 4,466 4,957 13. Right-of-use asset The corresponding lease liability of the right-of-use asset is set out in Note 19. Right-of-use asset at 31st December 2024: Right-of-use Right-of-use Right-of-use assets – buildings assets – vehicles assets – total £’000 £’000 £’000 Cost: At 1st January 2024 1,368 4,613 5,981 Additions 673 981 1,654 Disposals (1,368) (2,616) (3,984) At 31st December 2024 673 2,978 3,651 Accumulated depreciation: At 1st January 2024 (1,368) (2,234) (3,602) Depreciation charge for the year (449) (1,121) (1,570) Impairment charge for the year – (175) (175) Disposals 1,368 1,676 3,044 At 31st December 2024 (449) (1,854) (2,303) Carrying amounts: At 31st December 2024 224 1,124 1,348 An impairment charge of £175k (2023: £nil) has been taken in the year ended 31st December 2024 to reﬂect the Group’s commitments to transition to a fully BEV ﬂeet by 31st December 2025, which is earlier than the expiry dates of certain of the non-BEV vehicle leases held at 31st December 2024. Right-of-use asset at 31st December 2023: Right-of-use Right-of-use Right-of-use assets – buildings assets– vehicles assets – total £’000 £’000 £’000 Cost: At 1st January 2023 1,368 3,904 5,272 Additions – 936 936 Disposals – (227) (227) At 31st December 2023 1,368 4,613 5,981 Accumulated depreciation: At 1st January 2023 (1,206) (1,152) (2,358) Depreciation (162) (1,216) (1,378) Disposals – 134 134 At 31st December 2023 (1,368) (2,234) (3,602) Carrying amounts: At 31st December 2023 – 2,379 2,379 14. Inventories As at As at 31st December 31st December 2024 2023 £’000 £’000 Finished goods 4,197 4,935 Work in progress – 46 Provision over slow-moving and obsolete stock (581) (457) 3,616 4,524 The cost of inventories recognised as an expense during the year ended 31st December 2024 was £15,366 (2023: £21,009k). The decrease in cost of inventories during the year was due to the reduced level of activity year-on-year. £482k of the provision shown above relates to Tritium units, as set out in Note 8. Strategic Report Governance Financials Notes to the ﬁnancial statements continued 166 Pod Point Annual Report and Accounts 2024 15. Trade and other receivables, contract assets and derivatives As at As at 31st December 31st December 2024 2023 £’000 £’000 Trade receivables 16,014 12,558 Loss allowance (3,319) (549) 12,695 12,009 Other receivables 3,585 2,927 R&D tax credit receivable 1,394 800 Prepayments 2,104 1,073 Total trade and other receivables 19,778 16,809 Cashﬂow hedges 12 – Contract assets – accrued income 5,551 6,730 Total trade and other receivables, contract assets and derivatives 25,341 23,539 Other receivables at 31st December 2024 includes £1,514k (2023: £2,285k) of cash lodged on deposit with suppliers. The cashﬂow hedges balance at 31st December 2024 represents £12k (2023: £nil) in respect of mark to market value of cashﬂow hedge derivatives. The Group measures the loss allowance for trade receivables at an amount equal to lifetime expected credit losses. The expected credit losses on trade receivables are estimated using a provision matrix. Debts are grouped by risk characteristics (such as aging) and a provision applied based on past default experience of debts with similar risk characteristics. The provision is adjusted for factors that are speciﬁc to the debtors, such as the customer's payment history and general economic conditions of the industry in which the debtors operate. These loss rates are then adjusted where reasonable and supportable information about current and future economic conditions implies that the expected loss rates will diﬀer to historical experience. Overall, the billed debt levels have increased signiﬁcantly due to lower levels of cash collection. Cash collection has been impacted by the performance of the Group’s credit control activities , with credit collection performance factors including resourcing issues and a pull of focus onto ERP implementation, during its restructuring initiatives, resulting in decreased recovery rates. The Group’s receivables and its exposure to credit risk is largely with commercial customers, as individual customers pay for chargers in advance. The reduced frequency of follow-up activities for outstanding debt during the period has had a signiﬁcant impact on the recoverability of these balances. The recent decreased recovery rates have therefore been reﬂected in the provision, along with other known current economic conditions, such as the involvement of external agencies to support the Group’s credit control process. The Group’s maximum potential exposure to credit risk at 31st December 2024 was £21,365k (2023: £21,666k). The Group does not have signiﬁcant credit risk exposure to any single counterparty. Concentration of credit risk to any one counterparty did not exceed 5% of gross monetary assets at any time during the year. Materially all of the receivables are due from customers based in the United Kingdom. The expected credit loss methodology results in provisions over aged receivables as set out in the table below. Accrued income, inclusive of applicable expected margin, has been recognised as a contract asset, to reﬂect transfer of control of the work performed to the customer in advance of invoicing. The Group’s accrued income balance is monitored periodically in order to ensure that it is stated at the level of expected recovery through future invoicing. Accrued income at 31st December 2024 is stated net of a credit loss provision of £192k (2023: provision not signiﬁcant) The movement in the provision for doubtful debts is as follows: £’000 At 1st January 2024 549 Amounts written oﬀ (1,457) Change in loss allowance 4,227 As at 31st December 2024 3,319 At 1st January 2023 507 Amounts written oﬀ (74) Change in loss allowance 116 As at 31st December 2023 549 Strategic Report Governance Financials Notes to the ﬁnancial statements continued 15. Trade and other receivables, contract assets and derivatives continued 167 Pod Point Annual Report and Accounts 2024 Group trade receivables ageing disclosure Past due Past due Past due Past due Past due Past due over Not due 1-30 31-60 61-90 91 - 1 year 1-2 years 2 years Total As at 31st December 2024 Trade receivables 5,656 2,279 601 503 4,226 2,146 603 16,014 Loss allowance (102) (489) (123) (40) (1,023) (1,035) (507) (3,319) 5,554 1,790 478 463 3,203 1,111 96 12,695 Expected loss rate 1.8% 6.2% 20.5% 8.0% 24.2% 48.2% 84.1% 20.7% Past due Past due Past due Past due Past due Past due over Not due 1-30 31-60 61-90 91 - 1 year 1-2 years 2 years Total As at 31st December 2023 Trade receivables 3,255 1,945 1,020 644 3,301 1,534 859 12,558 Loss allowance (5) (17) (10) (10) (45) (100) (362) (549) 3,250 1,928 1,010 634 3,256 1,434 497 12,009 Expected loss rate 0.2% 0.9% 0.9% 1.6% 1.4% 6.5% 42.1% 4.4% 2024 2023 £’000 £’000 Opening accrued income at 1st January 6,730 6,227 Amounts invoiced (48,942) (40,602) Revenue recognised prior to invoice 47,955 41,105 Change in loss allowance - expected credit loss (192) – Closing accrued income at 31st December 5,551 6,730 Accrued income primarily arises from activity performed in advance of invoicing relating to installations funded by a customer’s employer, and to commercial installations work performed in advance of invoice. 16. Cash and cash equivalents As at As at 31st December 31st December 2024 2023 £’000 £’000 Cash at bank and on deposit with instant availability 5,212 5,156 Cash on deposit with maturity within 30 days – 33,000 Cash on deposit with maturity within 65 days – 10,587 Total cash and cash equivalents 5,212 48,743 The maturity referred to above relates to the period remaining at the balance sheet date. Balances reported as cash have maturity of not more than 3 months at acquisition. Cash at bank earns interest at ﬂoating rates based on daily bank deposit rates. 17. Trade and other payables and deferred income As at As at 31st December 31st December 2024 2023 £’000 £’000 Trade payables 7,656 5,579 Other taxation and social security 1,719 929 Accruals 5,216 10,148 Other payables 3,788 6,179 Total trade and other payables 18,379 22,835 Deferred income from contract liabilities 5,165 7,003 Deferred income from charging app 9,342 6,395 Deferred income 14,507 13,398 Total trade and other payables and deferred income 32,886 36,233 There is no material diﬀerence between the carrying value and fair value of trade and other payables presented. Other payables includes revenue share amounts due to customers in the operation of public charging networks. Other taxation and social security includes net VAT payable. VAT amounts receivable, included within the net VAT payable, have been recognised based on amounts considered recoverable from HMRC. Strategic Report Governance Financials Notes to the ﬁnancial statements continued 17. Trade and other payables and deferred income continued 168 Pod Point Annual Report and Accounts 2024 Deferred income primarily arises from performance obligations relating to extended warranties sold to customers, performance obligations relating to Smart Reporting. Deferred income also includes amounts topped up by customers in the Pod Point Charging app of £9,342k, (2023: 6,395k). The customer can obtain a refund from the Group of amounts prepaid onto the app upon termination of their account which gives them the right to use the Group's charging network. Performance obligations relating to extended warranties are expected to be fulﬁlled over the next 5 years. Performance obligations relating to Home installs and to Smart Reporting are expected to be fulﬁlled over the next 12 months. Amounts topped up by customers in the Pod Point Charging app will unwind as customers top up, usually within 12 months. 2024 2023 £’000 £’000 Opening deferred income at 1st January 13,398 10,833 Payments received from customers 9,522 10,699 Revenue recognised net of refunds (8,413) (8,134) Closing deferred income at 31st December 14,507 13,398 18. Loans and borrowings As at As at 31st December 31st December 2024 2023 £’000 £’000 Current liabilities Secured bank loan 1,098 1,272 Non-current liabilities Secured bank loan 1,048 2,140 Total loans and borrowings 2,146 3,412 In 2020, the Group entered into a £3.5 million facility agreement with Triodos Bank UK Limited for a period of 5 years, to fund chargepoints owned by the Group and installed at customer sites (loan 1). The interest rate on this loan is ﬁxed at 3.5%. The loan is repayable in quarterly instalments, with the ﬁnal instalment of the loan is repayable on 31st December 2025. During the year ended 31st December 2022 a further loan 2 for £1.25 million was entered into and drawn down with a ﬁxed interest rate of 4.969%. In December 2022 a further loan 3 of £1.6 million was agreed, which was drawn down in May 2023. The ﬁxed interest rate on this loan was 6.366%. Loans 2 and 3 are each repayable in 18 quarterly instalments starting from the ﬁrst payment date. In November 2023, the Group entered into a facility agreement with its Parent Company EDF Energy Customers Limited. The facility agreement makes available up to £30 million to the Group, up to November 2028, but repayable within 3 months on demand of the lender, subject to funds being available. The agreement has an interest rate of SONIA plus a margin. As at 31st December 2024 this facility has not been drawn upon. 19. Leases Lease liability as at 31st December 2024: Lease liability – Lease liability – Lease liability – buildings vehicles total £’000 £’000 £’000 At 1st January 2024 – 2,501 2,501 Additions 648 908 1,556 Interest charge 37 175 212 Repayments of interest (37) (175) (212) Repayments of principal (428) (1,183) (1,611) Disposals – (842) (842) At 31st December 2024 220 1,384 1,604 Amounts payable within 12 months 227 831 1,058 Amounts payable later than one year but within 5 years – 699 699 Minimum lease payments 227 1,530 1,757 Future ﬁnance charges (7) (146) (153) Minimum lease payments less future ﬁnance charges 220 1,384 1,604 Recognised as a liability – current 220 888 1,108 Recognised as a liability – non-current but within 5 years – 496 496 Recognised as a liability – total 220 1,384 1,604 Future lease liabilities in respect of low-value and short-term leases, which are not accounted for under IFRS 16 in accordance with the policy set out in Note 2, are immaterial. Strategic Report Governance Financials Notes to the ﬁnancial statements continued 19. Leases continued 169 Pod Point Annual Report and Accounts 2024 Lease liability as at 31st December 2023: Lease liability Lease liability Lease liability – buildings – vehicles – total £’000 £’000 £’000 At 1st January 2023 314 2,835 3,149 Additions – 936 936 Interest charge 9 214 223 Repayments (323) (1,381) (1,704) Disposals – (103) (103) At 31st December 2023 – 2,501 2,501 Amounts payable within 12 months – 1,237 1,237 Amounts payable later than one year but within 5 years – 1,418 1,418 Minimum lease payments – 2,655 2,655 Future ﬁnance charges – (154) (154) Minimum lease payments less future ﬁnance charges – 2,501 2,501 Recognised as a liability – current – 1,095 1,095 Recognised as a liability – non-current but within 5 years – 1,406 1,406 Recognised as a liability – total – 2,501 2,501 20. Provisions Provisions at 31st December 2024: Warranty Restructuring Dilapidations Total £‘000 £‘000 £‘000 £‘000 As at 1st January 2024 423 326 – 749 Utilised in the year (143) (326) – (469) Recognised at inception of lease – – 35 35 Charged to income statement 303 904 – 1,207 As at 31st December 2024 583 904 35 1,522 Of which current 315 904 35 1,254 Of which non-current 268 – – 268 Inclusive warranties cover a standard term of 5 years. The amount of the warranty provision is estimated based on historical experience of claim rates and costs of servicing units under warranty. The eﬀect of discounting on the non-current portion of the warranty provision has been assessed as immaterial. The warranty provision also includes amounts provided in respect of liabilities relating to Tritium units, as set out in note 8. These liabilities are expected to unwind by 31st December 2027. The restructuring provision at 31st December 2024 relates to the expected costs of staﬀ exits arising from a restructuring of the business. The staﬀ members aﬀected were fully informed by 31st December 2024. The provision will be utilised in full within 12 months. The restructuring provision at 31st December 2023 related to the expected costs of staﬀ exits relating to the change in strategy communicated in November 2023 which raised an expectation of the impact of the restructuring exercise in the aﬀected staﬀ population. The provision was utilised in full within 12 months. The warranty provision as at 31st December 2024 would be expected to unwind in full by November 2029 (2023: by November 2028). Provisions at 31st December 2023: Warranty Restructuring Total £‘000 £‘000 £‘000 As at 1st January 2023 567 – 567 Utilised in the year (144) – (144) Charged to income statement – 326 326 As at 31st December 2023 423 326 749 Of which current 204 326 530 Of which non-current 219 – 219 Strategic Report Governance Financials Notes to the ﬁnancial statements continued 170 Pod Point Annual Report and Accounts 2024 21. Share capital and reserves As at 31st December 2024 As at 31st December 2023 Number £’000 Number £’000 Allotted, called up and fully paid: Ordinary shares of £0.001 each 155,900,118 156 154,125,118 154 A total of 1,775,000 new shares were issued and allotted to the Group’s Employee Beneﬁt Trust as follows: i) On 10th January 2024, 575,000 shares ii) On 2nd February 2024, 500,000 shares iii) On 18th April 2024, 700,000 shares On 31st December 2024, total issued share capital was therefore 155,900,118. Share premium Share premium represents the amount paid to the Company by shareholders, in cash or other consideration, over and above the nominal value of shares issued to them. Other reserves The share-based payment reserve represents cumulative share-based payment charges less amounts transferred to retained earnings on exercise of share options. ESOP reserve The ESOP reserve represents the value associated with the shares issued pursuant to the employee Share Incentive Plan (‘SIP’) and other share plans. Accumulated losses Accumulated losses reserve represents the accumulated losses of the Group generated through business activities. Cashﬂow hedging reserve The cashﬂow hedging reserve holds amounts arising on retranslation of cashﬂow hedges, to the extent that these are eﬀective. Capital management The Group’s policy is to maintain a strong asset base so as to maintain investor, creditor and market conﬁdence, and to sustain the future development of the business. The Group has speciﬁc borrowing related to its portfolio of owned chargepoint assets. The Group leases oﬃce space and vehicles in order to avoid the upfront cash outﬂows associated with purchasing these assets. The Group has borrowed £15m subsequent to the balance sheet date from its controlling party EDF. A requirement for additional funding during 2025 has been identiﬁed as set out in note 2.6. Reconciliation of movement in liabilities to cash ﬂows arising from ﬁnancing activities FY 2024 Loans and Share capital and borrowings Lease liabilities premium Total £’000 £’000 £’000 £’000 Balance at 1st January 2024 3,412 2,501 140,041 145,954 New share capital issued (cash) – – 2 2 Repayment of borrowings (cash) (1,266) – – (1,266) Loan interest expense (non cash) 165 – – 165 Loan interest paid (cash) (165) – – (165) Liabilities recognised at lease inception (non cash) – 1,556 – 1,556 Repayment of lease liabilities (cash) – (1,611) – (1,611) Lease interest expense (non cash) – 212 – 212 Lease interest paid (cash) – (212) – (212) Liabilities de-recognised at lease terminated (non cash) – (842) – (842) Balance at 31st December 2024 2,146 1,604 140,043 143,793 FY 2023 Loans and Share capital and borrowings Lease liabilities premium Total £’000 £’000 £’000 £’000 Balance at 1st January 2023 3,323 3,149 140,041 146,513 Proceeds from loans and borrowings (cash) 1,466 – – 1,466 Repayment of borrowings (cash) (1,401) – – (1,401) Loan interest expense (non cash) 190 – – 190 Loan interest paid (cash) (166) – – (166) Liabilities recognised at lease inception (non cash) – 936 – 936 Repayment of lease liabilities (cash) – (1,481) – (1,481) Lease interest expense (non cash) – 223 – 223 Lease interest paid (cash) – (223) – (223) Liabilities de-recognised at lease terminated (non cash) – (103) – (103) Balance at 31st December 2023 3,412 2,501 140,041 145,954 Strategic Report Governance Financials Notes to the ﬁnancial statements continued 171 Pod Point Annual Report and Accounts 2024 22. Financial instruments The Group had the following ﬁnancial assets and liabilities. The amounts below are contractual undiscounted cash ﬂows and include both interest and principal amounts. Accounting policy Categorisation within the hierarchy, measured or disclosed at fair value, has been determined based on the lowest level of input that is signiﬁcant to the fair value measurement as follows: • Level 1 – valued using quoted prices in active markets for identical assets or liabilities • Level 2 – valued by reference to valuation techniques using observable inputs other than quoted prices included within level 1 • Level 3 – valued by reference to valuation techniques using inputs that are not based on observable market data The Group’s cashﬂow hedges are held at fair value using mark to market valuations (level 2). All of the other ﬁnancial assets and ﬁnancial liabilities set out below are held at amortised cost. In each case the fair value approximates to the carrying value. As at As at 31st December 31st December 2024 2023 £’000 £’000 Financial assets Cash and cash equivalents 5,212 48,743 Trade and other receivables 19,778 16,809 Cashﬂow hedge mark to market (level 2) 12 – Accrued income 5,551 6,730 Total ﬁnancial assets 30,553 72,282 Financial liabilities Trade and other payables (13,164) (12,687) Accruals (5,215) (10,148) Deferred income from charging app (9,342) (6,395) Loans and borrowings – undiscounted future cash ﬂows (2,312) (3,741) Loans and boarrowings – future interest payments 166 329 Loans and borrowings – as presented (2,146) (3,412) Leases – undiscounted future cash ﬂows (1,757) (2,655) Leases – future interest payments 153 154 Leases – as presented (1,604) (2,501) Total ﬁnancial liabilities (31,471) (35,143) All ﬁnancial assets and ﬁnancial liabilities shown above, and loans and borrowings, are measured at amortised cost. There have been no transfers between levels in any of the years. Financial assets and ﬁnancial liabilities The Group measures the mark to market valuation of cashﬂow hedges at each reporting date and the asset or liability is held at fair value. The Group’s other ﬁnancial assets are held at amortised cost. No assets are held at fair value through the income statement. The Group’s other ﬁnancial liabilities are held at amortised cost. No liabilities are held at fair value through the income statement. The Directors consider that the carrying amount for all ﬁnancial assets and liabilities which are not held at fair value through proﬁt or loss or other comprehensive income approximates to their fair value. Financial risk management The Group’s activities expose it to a variety of ﬁnancial risks including credit risk, liquidity risk and foreign currency risk. The Group’s overall risk management framework seeks to minimise potential adverse eﬀects on the Group’s ﬁnancial performance. (i) Risk management framework The Group’s Board of Directors has overall responsibility for the establishment and oversight of the Group’s risk management framework. The Group’s risk management policies are established to identify and analyse the risks faced by the Group, to set appropriate risk limits and controls and to monitor risks and adherence to conditions and the Group’s activities. The Group, through its training and management standards and procedures, aims to maintain a disciplined and constructive control environment in which all employees understand their roles and obligations. (ii) Credit risk Credit risk is the risk of ﬁnancial loss to the Group if a customer or counterparty to a ﬁnancial instrument fails to meet its contractual obligations and arises principally from the Group’s receivables from customers. Management make their assessment of balances in default on a customer-by- customer basis for larger customers, and on portfolio basis for those customers with a similar credit risk, following review of balances past due and using judgement that the likelihood that the customer will fulﬁl the payment obligation is remote. This results in a write oﬀ of the balance as irrecoverable. Expected credit loss provisions are estimated using data in respect of both ageing of receivables and management’s assessment of individual customers’ likelihood to settled their overall balances due. The maximum credit risk exposure at the statement of ﬁnancial position’s date is represented by the carrying value of trade and other receivables (excluding prepayments) of £23,237k (2023: £22,466k), and cash and cash equivalents of £5,212k (2023: £48,743k). (iii) Liquidity risk Liquidity risk is the risk that the Group will encounter diﬃculty in meeting the obligations associated with its ﬁnancial liabilities that are settled by delivering cash or another ﬁnancial asset. Strategic Report Governance Financials 22. Financial instruments continued Notes to the ﬁnancial statements continued 172 Pod Point Annual Report and Accounts 2024 Given the Group’s liquidity position and requirement for additional funding as set out in note 2.6, sourcing of additional funding and management of cash and are key priorities for the group’s liquidity risk management process. The Group is planning to source additional funding with the support of its major shareholder. The Group had loan balances at 31st December 2024 and at 31st December 2023 with Triodos bank. See Note 18 for further details on these loans including repayment terms. In November 2023, the Group entered into a facility agreement with its Parent Company EDF Energy Customers Limited. The facility agreement makes available up to £30 million to the Group, up to November 2028. The agreement has an interest rate of SONIA plus a margin. This facility remained undrawn at 31st December 2024. At the date of these ﬁnancial statements, £15 million of the faciltiy had been drawn. The ability of the Group to draw down on the balance of £15m of this facility is subject to the agreement of EDF, which the Directors believe will not be unreasonably withheld. As at 31st December 2024: Less than 1 year 1–5 years 5+ years Total £’000 £’000 £’000 £’000 Trade and other payables 13,164 – – 13,164 Accruals 5,215 – – 5,215 Deferred income from charging app 9,342 – – 9,342 Lease liabilities – future payments 1,058 699 – 1,757 Loans and borrowings 1,196 1,116 – 2,312 Future interest payments (180) (139) – (319) Total ﬁnancial liabilities as presented 29,795 1,676 – 31,471 (iv) Foreign currency risk Certain of the Group’s purchases are priced with reference to the US dollar and as such the Group is exposed to foreign exchange rate risk. The Group takes out cashﬂow hedges in order to manage its cashﬂow exposure to a portion of USD payments to key suppliers. A 5% increase or decrease in the USD/GBP rate would have increased the Group’s costs by £0.5m or decreased the Group’s cost of sales by £0.5m in FY2024. The following tables detail the Group’s remaining contractual maturity for its ﬁnancial assets and ﬁnancial liabilities: As at 31st December 2023: Less than 1 year 1–5 years 5+ years Total £’000 £’000 £’000 £’000 Trade and other payables 12,687 – – 12,687 Accruals 10,148 – – 10,148 Deferred income from charging app 6,395 – – 6,395 Lease liabilities – future payments 1,237 1,418 – 2,655 Loans and borrowings 1,428 2,313 – 3,741 Future interest payments (298) (185) – (483) Total ﬁnancial liabilities as presented 31,597 3,546 – 35,143 23. Share-based payments Charge to the income statement: Year ended Year ended 31st December 31st December 2024 2023 £‘000 £‘000 Equity-settled awards (credit)/charge (29) 1,676 Cash-settled awards (credit)/charge (82) 320 (Credit)/charge in respect of employment tax liabilities (1,141) 277 Total share-based payment (credit)/expense (1,252) 2,273 During the current and preceding ﬁnancial year, the Group operated share-based payment schemes as set out in the tables below. With the exception of the SIP, all of the schemes have equity-settled and cash-settled (phantom) components. The cash-settled awards are held by employees outside of the UK. The fair value of the liability in respect of cash-settled awards is adjusted at the reporting date based on the amount of expected cash settlement. The credit in 2024 reﬂects reduction in the Group’s share price which aﬀects the expected cost of settlement of cash-settled schemes and of emplyoment tax liabilities, reduction in expectations of the level to which non-market performance conditions will be met, and lapses from leavers during the year. The weighted average remaining contractual life of the awards is 8.7 years (FY2023: 8.3 years). The weighted average share price of awards at exercise during FY2024 was £0.21 (FY2023: £0.22). The exercise price of all share-based payment schemes is nil. Shares issued in relation to equity-settled schemes are allotted ﬁrst to the Group’s Employee Beneﬁt Trust, and then issued at no charge to the award holders. Strategic Report Governance Financials Notes to the ﬁnancial statements continued 23. Share-based payments continued 173 Pod Point Annual Report and Accounts 2024 No current Director exercised awards during the current or preceding year. IPO Restricted Share Award The IPO Restricted Share Awards were a service-based award granted to senior management and certain other employees at the time of IPO and vest over time subject to continued employment with the Group. 488,623 awards were exercisable at 31st December 2024 (FY2023: 2,056,603). No. of Number shares of shares for which Number Number for which Share awards Awards Awards of shares of awards awards price per Exercise outstanding granted vested for which forfeited outstanding award price of Date of at 1st Jan during the during the awards during at 31st Dec Year granted (£) award vesting 2024 year year exercised the year 2024 2021 2.20 – Nov–21 729,613 – – 598,440 – 131,173 2021 2.20 – Nov–22 655,591 – – 502,663 1,436 151,492 2021 2.20 – Nov–23 671,399 – – 531,383 2,394 137,622 2021 2.20 – Nov–24 68,336 – 68,336 – – 68,336 2021 2.20 – Nov–25 51,259 – – – – 51,259 2,176,198 – 68,336 1,632,486 3,830 539,882 IPO Performance Share Awards The IPO Performance Share Awards were granted to senior management and certain other employees at the time of IPO, and vesting is subject to non-market conditions linked to the revenue and total shareholder return performance of the Group. No. of Number shares of shares for which Number Number for which Share awards Awards Awards of shares of awards awards price at Exercise outstanding granted vested for which forfeited outstanding award price of Date of at 1st Jan during the during the awards during at 31st Dec Year granted (£) award vesting 2024 year year exercised the year 2024 2021 2.20 – Feb–24 613,541 – – – 21,550 591,991 2021 2.20 – Feb–25 431,389 – – – 59,450 371,939 1,044,930 – – – 81,000 963,930 The charge in respect of the IPO Performance Share awards has been adjusted at the reporting date for the fair value of the estimated achievement of the performance conditions, which are based on revenue for the period FY2022 to FY2025. No awards were exercisable at 31st December 2024 (FY2023: nil). All-employee SIP The SIP was granted to all employees employed at the time of IPO, excluding senior management, used to incentivise retention and reward contribution. 165,000 awards were exercisable at 31st December 2024 (FY2023: nil). No. of Number shares of shares for which Number for which Share awards Awards Awards of awards awards price at Exercise outstanding vested exercised forfeited outstanding award price of Date of at 1st Jan during the during the during at 31st Dec Year granted (£) award vesting 2024 year year the year 2024 2021 2.40 – Dec–24 366,000 366,000 108,000 93,000 165,000 Long-term incentive plan (‘LTIP’) The LTIP was granted to senior management and certain other employees. The scheme is used to incentivise retention and reward performance and vesting is based upon market and non-market performance factors. No awards were exercisable at 31st December 2024 (FY2023: nil). No. of Number shares of shares for which Number for which Share awards Awards Awards of awards awards price at Exercise outstanding granted vested forfeited outstanding award price of Date of at 1st Jan during the during the during at 31st Dec Year granted (£) award vesting 2024 year year the year 2024 2022 1.65 – Feb–25 1,116,626 – – 263,933 852,693 2023 0.75 – Feb–26 3,762,065 – – 1,980,039 1,782,026 2024 0.24 – Feb-27 – 9,228,900 – 2,900,107 6,328,793 4,878,691 9,228,900 – 5,144,079 8,963,512 The 2024 LTIP grant was valued using the Black-Scholes method based upon the following assumptions: Weighted average share price at grant date 0.24 Fair value of share award at grant date in respect of total shareholder return condition 0.13 Fair value of share award at grant date in respect of other performance conditions 0.22 Exercise price – Expected volatility 44.22% Risk-free rate 4.45% Life of scheme 3 years Dividend yield – Strategic Report Governance Financials Notes to the ﬁnancial statements continued 23. Share-based payments continued 174 Pod Point Annual Report and Accounts 2024 Volatility is based on trading history to date at time of valuation. As all share awards are nil-cost options, volatility does not have an eﬀect on the fair value. The charge in respect of the 2024 LTIP awards, which include Core awards which vest in 2026 and Powering Up award which vest in 2027, has been adjusted at the reporting date for the fair value of the estimated achievement of the performance conditions, which are based on Adjusted EBITDA for FY2026, cashﬂows in FY2026 and in FY2027, and the achievement of certain strategic goals of the Group. The FY2024 award included 4,645,500 cash-settled awards. The charge in respect of these awards has been re-measured at the reporting date based on the expected fair value of cash settlement. Deferred share bonus plan Awards under the Group’s deferred bonus share plan represent part of the annual bonus and are payable in shares or in the cash equivalent at maturity, subject to continued employment over the holding period. The ﬁrst awards under the Group’s deferred share bonus plan were granted in March 2023 to senior management and certain other employees, representing 30% of the 2022 annual bonus amount. No awards were exercisable at 31st December 2024 (FY2023: nil). Further awards were granted in March 2024 in relation to the annual bonus in respect of the 2023 year. Number No. of shares of shares for which Number for which Share awards Awards Awards of shares awards price at Exercise outstanding granted vested for which Number outstanding Year award price of Date of at 1st Jan during the during the awards of awards at 31st Dec granted (£) award vesting 2024 year year exercised forfeited 2024 2023 0.74 – Feb–25 668,580 – – 74,570 – 594,010 2024 0.24 – Apr-26 – 1,026,936 – – 134,610 892,326 668,580 1,026,936 – 74,570 134,610 1,486,336 Treasury shares Treasury shares are shares of Pod Point Group Holdings plc which are held by the Pod Point Group Holdings plc Employee Share Trust and Share Incentive Plan Trust for the purpose of issuing shares under the Group’s employee share schemes. Shares issued to employees are recognised on a ﬁrst-in- ﬁrst-out basis. The Share Incentive Plan Trust acquired 549,000 shares at market value £2.40 per share by gift in December 2021. The Employee Share Trust acquires shares by allotment based on forecast requirements and holds them as treasury shares until such time as they are issued in satisfaction of options which have vested and exercised. When the options are exercised, the trust transfers the appropriate amount of shares to the employee. Since exercises are at nil cost, there are no proceeds received at exercise. The Employee Share Trust was allotted 575,000 shares on 10th January 2024, 500,000 shares on 2nd February 2024, and 700,000 shares on 18th April 2024. Net of issues of shares to option holders on exercise of options, as at 31st December 2024, 235,558 shares remain held by the Trust. The Employee Share Trust and Share Incentive Plan Trusts are consolidated into the results of the Group. Liabilities in respect of cash-settled share awards were held as follows: 31st December 31st December 2024 2023 scheme £’000 £’000 IPO performance share awards 1 1 SIP – 1 LTIP 2022 2 21 LTIP 2023 6 17 LTIP 2024 122 – DBSP 2023 – 7 DBSP 2024 96 – 227 47 24. Loss per share Basic earnings per share is calculated by dividing the loss attributable to the equity holders of the Group by the weighted average number of shares in issue during the year. The Group has potentially dilutive ordinary shares in the form of share options granted to employees. However, as the Group has incurred a loss in the current and preceding ﬁnancial year, the loss per share is not increased for potentially dilutive shares. Year ended Year ended 31st December 31st December 2024 2023 £’000 £’000 Loss for the period attributable to equity holders 84,725 83,414 Weighted average number of ordinary shares in issue 155,634,981 154,104,570 Loss per share (basic and diluted) (0.54) (0.54) Strategic Report Governance Financials Notes to the ﬁnancial statements continued 175 Pod Point Annual Report and Accounts 2024 25. List of subsidiaries The Group consists of a Parent Company, Pod Point Group Holdings plc, incorporated in the UK, a subsidiary held directly by Pod Point Holdings plc (Pod Point Holding Limited), and further subsidiaries held by Pod Point Holding Limited as listed below: Country of Name of company Classiﬁcation incorporation Principle activity Ownership Registered address Pod Point Holding Direct United Kingdom Holding Company 100% 222 Grays Inn Road Limited London WC1X 8HB Pod Point Limited Indirect United Kingdom Development and supply of 100% 222 Grays Inn Road equipment and systems for London electric charging vehicles WC1X 8HB Open Charge Limited Indirect United Kingdom Development and supply of 100% 222 Grays Inn Road equipment and systems for London electric charging vehicles WC1X 8HB Pod Point Norge AS Indirect Norway Development and supply of 100% Engebrets vei 3, equipment and systems for 0275, Oslo, Norway electric charging vehicles Pod Point Asset One Indirect United Kingdom Development and supply of 100% 222 Grays Inn Road Limited equipment and systems for London electric charging vehicles WC1X 8HB Pod Point Iberia S.L. Indirect Spain Supply of equipment 100% Calle Miguel Iscar and systems for electric 15 1 centro 47001 charging vehicles Valladolid Spain 26. Related parties Transactions with shareholders During the year ended 31st December 2024, the Group had the following transactions with Group Companies part of the EDF Group: Balance Balance Sales Purchase receivable payable of goods of goods at year end at year end Group Company £’000 £’000 £’000 £’000 EDF Energy Limited 282 – 54 63 EDF Energy Networks Limited – 10 – 57 EDF Energy Customers Limited 128 582 107 – During the year ending 31st December 2023, the Group had the following transactions with Group Companies part of the EDF Group: Balance Balance Sales Purchase receivable payable of goods of goods at year end at year end Group Company £’000 £’000 £’000 £’000 EDF Energy Limited – 488 16 – EDF Energy Customers Limited 3 – – 72 Transactions with related parties who are not members of the Group During the year ended 31st December 2024, the Group had the following transactions with Imtech Inviron Limited, a related party which is not a member of the Group. Imtech Inviron Limited is a related party by virtue of their ultimate parent and controlling party being Électricité de France S.A.: • Sale of goods of £16k (2023: £232k) At 31st December 2024 £3k was receivable from Imtech Inviron Limited (31st December 2023: £nil). Transactions with key management personnel of the Group Key management personnel are deﬁned as member of the Group’s Strategic Board and other key personnel. See Note 7 for details of compensation of key management personnel. Certain employees hold shares in the Group, including key management personnel. Strategic Report Governance Financials Notes to the ﬁnancial statements continued 176 Pod Point Annual Report and Accounts 2024 27. Post balance sheet events In January 2025, the Group drew down £15m against the facility provided by EDF as set out in note 18. A further £15m is undrawn at the date of this report. The ability of the Group to draw down on the balance of £15m of this facility is subject to the agreement of EDF, which the directors believe will not be unreasonably withheld. Subsequent to the balance sheet date the terms of the facility were amended such that the amount of £15 million drawn down at the date of these ﬁnancial statements is repayable within 3 weeks of demand rather than 3 months of demand as per the original terms of the agreement. In April 2025, the Group received a non-binding conditional cash proposal from its majority shareholder EDF to acquire the entire issued and to be issued share capital of the Company that it does not already own at a price of 6.5 pence per share. EDF have until 5.00pm on 12th June 2025 to either announce a ﬁrm intention to make an oﬀer or announce that it does not intend to make an oﬀer. Capital commitments approved by the Board and existing at 31st December 2024 amounted to £nil (2023: £nil). 28. Ultimate Parent undertaking and controlling party The immediate Parent Company of the Company and its subsidiaries is EDF Energy Customers Limited, a company registered in the United Kingdom. The immediate Parent Company of EDF Energy Customers Limited is EDF Energy Limited, a company registered in the United Kingdom. At 31st December 2024 and 31st December 2023, Électricité de France SA, a Company incorporated in France, is regarded by the Directors as the Company’s ultimate Parent Company and controlling party. This is the largest Group for which consolidated ﬁnancial statements are prepared. Copies of that company’s consolidated ﬁnancial statements may be obtained from the registered oﬃce at Électricité de France SA, 22-30 Avenue de Wagram, 75382, Paris, Cedex 08, France. Strategic Report Governance Financials 177 Pod Point Annual Report and Accounts 2024 Company statement of ﬁnancial position As at As at 31st December 31st December 2024 2023 Notes £’000 £’000 Non-current assets Loans to subsidiary undertakings 30 67,078 66,627 Investments in subsidiary undertakings 31 – 128,431 67,078 195,058 Current assets Cash and cash equivalents 1,673 44,854 Trade and other receivables 32 1,963 1,641 3,636 46,495 Total assets 70,714 241,553 Current liabilities Trade and other payables 33 (8,668) (7,800) Net current (liabilities)/assets (5,032) 38,695 Total assets less current liabilities, being net assets 62,046 233,753 Equity Called up share capital 35 156 154 Share premium reserve 139,887 139,887 Other reserves 4,376 8,327 ESOP reserve (1,059) (1,318) Retained earnings (81,314) 86,703 62,046 233,753 Under section s408 of the Companies Act 2006 the Company is exempt from the requirement to present its own income statement. The loss for the year to 31st December 2024 was £171,678k (2023:proﬁt of £413k). The accompanying notes on pages 181 to 187 form part of the ﬁnancial statements. Approved by the Board of Directors on 11th June 2025 and signed on their behalf by Melanie Lane Chief Executive Oﬃcer Company registration number 12431376 Strategic Report Governance Financials 178 Pod Point Annual Report and Accounts 2024 Company statement of changes in equity As at 31st December 2024: Share based Share Share payment ESOP Retained capital premium reserves reserve earnings Total £’000 £’000 £’000 £’000 £’000 equity Balance as at 1st January 2023 as restated 154 139,887 8,327 (1,318) 86,703 233,753 New share capital issued 2 – – (2) – – Loss after tax and total comprehensive income for the year – – – – (171,678) (171,678) Issue of shares in respect of options exercised – – (3,922) 261 3,661 – Share-based payments credit – – (29) – – (29) Balance as at 31st December 2024 156 139,887 4,376 (1,059) (81,314) 62,046 As at 31st December 2023: Share Share Other ESOP Retained capital premium reserves reserve earnings Total £’000 £’000 £’000 £’000 £’000 equity Balance as at 1st January 2023 154 139,887 6,651 (1,318) 86,290 231,664 Proﬁt after tax and total comprehensive income for the year – – – – 413 413 Share-based payments charge – – 1,676 – – 1,676 Balance as at 31st December 2023 154 139,887 8,327 (1,318) 86,703 233,753 The accompanying notes on pages 181 to 187 form part of the ﬁnancial statements. Governance Financials 179 Pod Point Annual Report and Accounts 2024 Strategic Report Notes to the ﬁnancial statements continued 29. Accounting policies Basis of preparation Pod Point Group Holdings plc (‘PPGH’) is a public limited company incorporated in the United Kingdom. The address of the registered oﬃce is 222 Grays Inn Road, London WC1X 8HB. The balance sheet has been prepared for the purpose of compliance with section 92(1)(b) and (c) of the Companies Act 2016. The balance sheet has been prepared at 31st December, which is the ﬁnancial year end of the Company. The Company meets the deﬁnition of a qualifying entity under FRS 100 ‘Application of Financial Reporting Requirements’ issued by the FRC. Accordingly, these ﬁnancial statements were prepared in accordance with Financial Reporting Standard 101 ‘Reduced Disclosure Framework (‘FRS 101’)’. In preparing these ﬁnancial statements, the Company applies the recognition, measurement and disclosure requirements of IFRS, but makes amendments where necessary in order to comply with the Companies Act 2006 and has set out below where advantage of the FRS 101 disclosure exemptions have been taken. The ﬁnancial statements are prepared under the historical cost convention. The functional currency of the Company is considered to be pounds sterling because that is the currency of the primary economic environment in which the Company operates. The Company ﬁnancial statements have been prepared in accordance with FRS 101. In these ﬁnancial statements, PPGH applied the exemptions available under FRS 101 in respect of the following disclosures: • the requirements of IFRS 7 Financial Instruments: Disclosures • the requirements of paragraphs 91-99 of IFRS 13 Fair Value Measurement • the requirement in paragraph 28 of IAS 1 to present comparative information in respect of paragraph 79(a)(iv) of IAS 1 • the requirements of paragraphs 10(d), 10(f) and 134-136 of IAS 1 Presentation of Financial Statements • the requirements of IAS 7 Statement of Cash Flows • the requirements of paragraphs 30 and 31 of IAS 8 Accounting Policies, Changes in Accounting Estimates and Errors • the requirements of paragraph 17 of IAS 24 Related Party Disclosures • the requirements of paragraphs 45(b) and 46 to 52 of IFRS 2, ‘Share-based Payment’ • the requirements in IAS 24 Related Party Disclosures to disclose related party transaction entered into between two or more members of a group, provided that any subsidiary which is a party to the transaction is wholly owned by such a member • the eﬀects of new but not yet eﬀective IFRS As the consolidated ﬁnancial statements of the Group include the equivalent disclosures, the Company has also taken the exemptions under FRS 101 available in respect of the following disclosures: • Certain disclosures required by IAS 36: Impairment of assets in respect of the impairment of goodwill and indeﬁnite life intangible assets • Certain disclosures required by IFRS 3: Business Combinations in respect of business combinations undertaken by the Company As the consolidated ﬁnancial statements of the Group include the equivalent disclosures, PPGH has also taken the exemptions under section 408(4) of the Companies Act 2006, not to present its individual income statement and related notes as part of the ﬁnancial statements. The accounting policies set out below, has unless otherwise stated, been applied consistently to all periods presented in the Company ﬁnancial statements. The accounting policies presented in Note 2 also apply to the Parent Company, subject to the exemptions listed above. Going concern The Directors have assessed the going concern position of the Group as a whole in Note 2.6. A material uncertainty as to the going concern position of the Group has been identiﬁed. The parent company assessment was made as part of this exercise and a material uncertainty also exists as to the going concern position of the parent company. The Group and Company are reliant on securing further funding which is not guaranteed. The Directors do not have knowledge of how any future buyer may structure the Group on a potential change of control. The ﬁnancial structure of the acquirer may aﬀect the going concern position of the parent company. Interest income Interest income is recognised as the interest accrues (using the eﬀective interest method that is the rate that exactly discounts estimated future cash receipts through the expected life of the ﬁnancial instrument). Investment in subsidiary undertakings Subsidiary undertakings are those entities controlled by the Company, and where the substance of the relationship between the Company and the entity indicates that the entity is controlled by the Company. The Company controls an entity when it is exposed, 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. Considerations in the assessment of control include: • the purpose and design of the entity • what the relevant activities are and how decisions about those activities are made • whether the rights of the Company give it the current ability to direct the relevant activities • whether the Company is exposed, or has rights, to variable returns from its involvement with the entity • whether the entity has the ability to use its power over the investee to aﬀect the amount of the investor’s returns The Company continues to assess whether it controls an entity if facts and circumstances indicate that there changes to the elements of control. Investment in subsidiaries is recorded at cost and is subsequently assessed for indicators of impairment. If such factors exist, a detailed impairment test is carried out. Impairment is recognised in the income statement when the recoverable amount of the Company’s investment is lower than the carrying amount of the investment. Upon disposal of the investment in the entity, the Company measures the investment at its fair value. Any diﬀerence between the fair value of the Company’s investment and the proceeds of disposal is recognised in the income statement. Governance Financials 180 Pod Point Annual Report and Accounts 2024 Strategic Report Notes to the ﬁnancial statements continued 29. Accounting policies continued Financial instruments Financial assets and liabilities are recognised on the Company’s balance sheet when the Company becomes a party to the contractual provisions of the instruments. Financial assets and liabilities are initially measured at fair value. Transaction costs that are directly attributable to the acquisition of issue of ﬁnancial assets and ﬁnancial liabilities (other than ﬁnancial assets and ﬁnancial liabilities at fair value through the proﬁt or loss) are added to or deducted from the fair value of the ﬁnancial assets or ﬁnancial liabilities, as appropriate, on initial recognition. Transaction costs directly attributable to the acquisition of ﬁnancial assets or ﬁnancial liabilities at fair value through the proﬁt or loss are recognised immediately in proﬁt or loss. The eﬀective interest method is a method of calculating the amortised cost of a ﬁnancial liability or a ﬁnancial asset and of allocating the interest expense over the relevant period. The eﬀective interest rate is the rate that exactly discounts estimated future cash payments or receipts (including all fees and points paid or received that form an integral part of the eﬀective interest rate, transaction costs and other premiums or discounts), through the expected life of the ﬁnancial liability or asset or (where appropriate) a shorter period, to the net carrying amount on initial recognition. Financial assets The Company’s ﬁnancial assets are classiﬁed as subsequently measured at amortised cost, fair value through other comprehensive income or fair value through proﬁt or loss on the basis of both: (a) the Company’s business model for managing of ﬁnancial assets; and (b) the contractual cash ﬂow characteristics of ﬁnancial asset. Financial assets measured at amortised cost Financial assets are classiﬁed as measured at amortised cost if both the following conditions are met: (a) the ﬁnancial asset is held within a business model whose objective is to hold ﬁnancial assets in order to collect contractual cash ﬂows; and (b) the contractual terms of ﬁnancial asset give rise on speciﬁed dates to cash ﬂows that are solely payments of principal and interest on the principal amount outstanding. Financial assets measured at fair value through other comprehensive income (‘FVOCI’) Financial assets are classiﬁed as measured at fair value through other comprehensive income if both the following conditions are met: (a) the ﬁnancial asset is held within a business model whose objective is achieved by both collecting contractual cash ﬂows and selling the ﬁnancial assets; and (b) the contractual terms of ﬁnancial asset give rise on speciﬁed dates to cash ﬂows that are solely payments of principal and interest on the principal amount outstanding. Financial assets measured at fair value through proﬁt or loss (‘FVTPL’) Financial assets are measured at fair value through proﬁt or loss unless it is measured at amortised cost or at fair value through other comprehensive income. Recognition of expected credit losses The Company recognises a loss allowance for expected credit losses on ﬁnancial assets measured at amortised cost. At each reporting date, the Company measures the loss allowance for a ﬁnancial instrument at an amount equal to lifetime expected credit losses if the credit risk on that ﬁnancial instrument has increased signiﬁcantly since initial recognition. The expected credit losses are assessed considering all reasonable and supportable information, including that which is forward-looking. If at the reporting date the credit risk on a ﬁnancial instrument has not increased signiﬁcantly since initial recognition, an entity shall measure the loss allowance for that ﬁnancial instrument at an amount equal to 12-month expected credit losses. The amount of credit losses (or reversal) is recognised in proﬁt or loss, as an impairment gain or loss at the reporting date. The Group considers the intercompany receivables to be in default when there is evidence that the intercompany debtor is in ﬁnancial diﬃculty. Evidence that the intercompany receivable is credit- impaired includes the impairment of the Group’s equity interest held in the intercompany debtor. The gross carrying value of the intercompany debtor is written oﬀ when the Group has no reasonable expectations of recovering the ﬁnancial assets or a portion thereof. De-recognition of ﬁnancial assets The Company de-recognises a ﬁnancial asset when the contractual rights to the cash ﬂows from the asset expire, or when it transfers the ﬁnancial asset along with substantially all the risks and rewards of ownership to a third party. On de-recognition of a ﬁnancial asset in its entirety, the diﬀerence between the asset’s carrying value, the sum of the consideration received and receivable, and the cumulative gain or loss that had been recognised in other comprehensive income and accumulated in equity is recognised in the income statement. Financial liabilities and equity. Financial liabilities as subsequently measured at amortised cost, except for: (a) ﬁnancial liabilities at fair value through proﬁt or loss – these include derivatives that are liabilities which are subsequently measured at fair value. (b) ﬁnancial liabilities that arise when a transfer of a ﬁnancial asset does not qualify for derecognition or when continuing involvement applies. (c) ﬁnancial guarantee contracts to which (a) or (b) does not apply are subsequently measured as the higher of: the amount of loss allowance determined, or, the amount initially recognised less the cumulative amount of income recognised. (d) commitments to provide a loan at below market interest rate to which (a) or (b) does not apply are subsequently measured as the higher of: the amount of loss allowance determined, or, the amount initially recognised less the cumulative amount of income recognised. (e) contingent consideration recognised as an acquirer in a business combination which is measured at fair value through proﬁt or loss. Governance Financials 181 Pod Point Annual Report and Accounts 2024 Strategic Report Notes to the ﬁnancial statements continued 29. Accounting policies continued Borrowings All borrowings are initially recorded at fair value. Borrowings are subsequently carried at amortised cost, with the diﬀerence between the proceeds, net of transaction costs, and the amount due on redemption being recognised as a charge to the income statement over the period of the relevant borrowing. Interest expense is recognised based on the eﬀective interest method and is included in ﬁnance costs. Borrowings are classiﬁed as current liabilities unless the Company has an unconditional right to defer settlement of the liability for at least 12 months after the reporting date. Share capital Ordinary shares are classiﬁed as equity. Equity instruments are measured at the fair value of the cash or other resources received or receivable, net of the direct costs of issuing the equity instruments. If payment is deferred and the time value of money is material, the initial measurement is on a present value basis. Critical accounting judgements and key sources of estimation uncertainty In the application of the Company’s accounting policies, which are described in this note, the Directors are required to make judgements (other than those involving estimations) that have a signiﬁcant impact on the amounts recognised and to make estimates and assumptions about the carrying amounts of assets and liabilities that are not readily apparent from other sources. The estimates and associated assumptions are based on historical experience and other factors that are considered to be relevant. Actual results may diﬀer from these estimates. The estimates and underlying assumptions are reviewed on an ongoing basis. Revisions to accounting estimates are recognised in the period in which the estimate is revised if the revision aﬀects only that period, or in the period of the revision and future periods if the revision aﬀects both current and future periods. Key accounting estimate – recoverable amount of intercompany receivables The Directors have assessed the required amount of expected credit loss provision over the inter company receivables as set out in note 30. IFRS 9 requires an entity to estimate the Expected Credit Loss based on probability weighted amount, determined by evaluating a range of possible outcomes. One of the scenarios considered was one in which the Group is not successful in obtaining additional ﬁnancing. In this scenario, the recoverable value of the inter company receivables is £nil. Signiﬁcant judgement is required in estimating the associated cash ﬂows and probabilities applied to determine the recoverable amount. A reasonably possible change in the estimated cash ﬂows and probabilities applied either in combination or in aggregate could impact the expected credit loss provision by an amount greater than materiality. Other accounting estimate – recoverable amount of investment in subsidary The recoverability of the investment held in the Parent Company is in question as there is an indicator of impairment at the reporting date. The Directors have assessed the carrying value of the investment as set out in note 31. 30. Financial assets 31st December 2024 £’000 31st December 2023 £’000 Loans to subsidiaries 111,797 66,627 Expected credit loss provision (44,719) – 67,078 66,627 The Company has granted a loan to its subsidiary Pod Point Holding Limited. This loan is unsecured and accrues interest LIBOR plus a margin of 7.3%. The amount is repayable on demand. The balance of this loan at 31st December 2024 was £28,545k (31st December 2023: £42,452k). This loan is repayable on demand. At 31st December 2024, the loans to subsidiaries balance also included £83,252k (31st December 2023: £24,175k) of intercompany receivable balances due from subsidiaries which are interest free and repayable on demand. The Directors expect that repayment of all loans is likely to occur more than 12 months from the balance sheet date, and therefore these balances are presented as non-current. Loans to subsidiaries are held at amortised cost. The Directors have considered the recoverability of loans to subsidiaries in light of the trading performance of those subsidiaries and of the Group as a whole. This assessment considered a range of scenarios, as required by IFRS 9, including various scenarios related to the outcome of discussions currently ongoing regarding the future funding of the Group, as set out in note 2.6. The assessment resulted in a credit loss provision at 31st December 2024 of £44,719 (31st December 2023: £nil). The gross increase of the intercompany receivables has not impacted the impairment charge for expected credit losses for the year ended 31st December 2024, as the expected credit loss provision for the year ended 31st December 2023 was not material. Governance Financials 182 Pod Point Annual Report and Accounts 2024 Strategic Report FVLCOD reﬂects market inputs or inputs based on market evidence if readily available. If these inputs are not readily available, the fair value is estimated by discounting future cash ﬂows modiﬁed for market participants’ views. Since observable market inputs or inputs based on market evidence are not readily available, management have used a discounted cash ﬂow model to estimate the FVLCOD of each CGU. The discounted cash ﬂows represent a Level 3 valuation as deﬁned by IFRS 13 Fair Value Measurement. For the annual impairment review the Directors have assessed the Group’s trading performance in FY24 and market capitalisation at 31 December 2024 as indicators of potential impairment and have had regard to these in the context of the assumptions applied. The Group’s performance during FY2024 has not met the expectations which underlay the Group’s forecasts used for assessment of impairment at 31st December 2023, particularly around market share. Future forecasts used to assess impairment at 31st December 2024 have taken into account the Group’s recent performance as well as the current competitive environment. The Directors have prepared forecasts covering the period to 31 December 2034. A period of time greater than 5 years has been selected given that the growth in electric vehicles is expected to increase signiﬁcantly beyond 5 years, driven by Government policy initiatives to decarbonise most transport and increased demand for electric vehicles. The Group’s Scope 1 and Scope 2 emissions targets for 2026 are not expected to have a material impact on the future cash ﬂows of the Group. The forecasts reﬂect the strategy communicated at the Capital Markets Day in November 2023, updated for FY24 actual results. The Group’s forecast takes into account its principal risks that may impact the cash ﬂows, including macroeconomic factors, and has been determined using input from external advisors as part of the strategic review which has continued into FY24. The Group is forecast to become cash generative during 2029. The FVLCOD enterprise value has been adjusted for the subsidiary's fair value of loans and cash balance to determine the equity value used to assess impairment. To support their consideration of the recoverable value of the investment in subsidiary at 31st December 2024, the Board engaged a third-party expert to perform an independent valuation of the Group. This work supported the Board’s conclusions as set out below. The impairment assessment is reﬂective of the Board approved strategy as at the balance sheet date of 31st December 2024 and does not include eﬀects of the new Home customer proposition Pod Drive. 31. Investments in subsidiary undertakings £’000 Cost: At 1st January 2024 and at 31 December 2024 128,431 Impairment provision: At 1st January 2024 – Charged in the year (128,431) At 31st December 2024 (128,431) Carrying amounts: At 31st December 2024 – At 31st December 2023 128,431 The Directors have considered the recoverable value of the investment of the Company in its subsidiary Pod Point Holding Limited (PPHL). The recoverable value represents the fair value less costs of disposal of the trading business conducted by the subsidiaries of PPHL, being all of the trading activities of the Group. 2023 impairment test A value-in-use test was performed, discounting the forecast cashﬂows of PPHL and its subsidiaries at a post-tax weighted-average cost of capital (‘WACC’) of 12.7%, equivalent to a pre-tax discount rate of 17.0%. A terminal growth rate of 1.7%, based on UK GDP forecasts, was used to extrapolate cash ﬂows beyond the forecast period. The recoverable amount determined through this value-in-use test was in excess of its carrying value, however the headroom, at £3.6 million, was small in the context of the investment amount. A signiﬁcant proportion of the recoverable value arose within the International and, especially, Energy Flex cash-generating units. 2024 impairment test Overview At 31st December 2024, the carrying value of PPHL and its subsidiaries has been re-assessed, using a fair value less costs of disposal (‘FVLCOD’) approach. The Directors are required to consider the recoverable amount, being the higher of FVLCOD and value in use at each reporting date. The Directors consider the FVLCOD approach is a more useful representation of the recoverable amount when considering the future strategy of the business, including the impact of continued adoption of battery electric vehicles (BEVs) in the UK market over the medium term and therefore gives rise to a higher recoverable value at 31st December 2024. Notes to the ﬁnancial statements continued Governance Financials 183 Pod Point Annual Report and Accounts 2024 Strategic Report Operating costs Operating cost forecasts take into account cost savings enacted by the Group during FY24 and expected investment in marketing and other operating costs in each CGU over time. The operating cost base between the low and base cases, as summarised in the table below, reﬂects the same amount of ﬁxed costs, with only customer service and marketing varying in line with activity. Other assumptions Gross margin assumptions for each CGU are based on forecast unit costs and selling prices, taking into account historical experience and management’s views as to where improvements can be achieved in the Group’s cost of sales, as in the Home CGU. Cashﬂow forecasts include costs of investments in product development in order to keep pace with technology developments and to maintain the Group’s competitiveness. Factors speciﬁc to each CGU are: Home Revenues in the Home CGU reﬂect the beneﬁts of utilising the assets in this CGU to provide Energy Flex services, through a notional assumed charge per unit to the Energy Flex CGU, to reﬂect the risk and eﬀort undertaken in the Home CGU to win customers and install chargepoints, from which the Energy Flex CGU is then able to generate value. For the purpose of the impairment test, this reﬂects an estimated arm’s length price the Home CGU could achieve for the availability of its charging assets to Energy Flex providers based on market testing. Assumed gross margin improvement reﬂects the shift to external installation provider which occurred during FY24 and actual experience of costs in the later part of FY24. The estimated conversion ratio of EV registrations to units sold is forecast to decrease between FY25 and FY34, reﬂecting competitive pressures in the market. UK Commercial Revenues in UK Commercial include the expected evolution in housebuilder market including assumed increase in housebuilding following Government announcement of a target of building 1.5 million new houses over the next parliament, announced in August 2024. Revenues from Workplace customers are based on customer growth estimates which are linked to rates of EV adoption in the UK overlaid with management’s expectations of the performance of the CGU in winning market share. The estimated conversion ratio of EV registrations to units sold in UK Commercial is forecast to increase between FY25 and FY34, partly reﬂecting a CAGR of 20.0% in Workplace customers won. UK Distribution Estimates of the ratio of customers who purchase a chargepoint through a wholesaler rather than direct from the manufacturer, based on historical data and management’s view of how the market may develop over time. 31. Investments in subsidiary undertakings continued Key assumptions The forecasts have been prepared at a CGU level in order to assess each CGU’s recoverable amount. Key assumptions for each CGU are: UK Home UK Commercial UK Distribution International Energy Flex Base Low Base Low Base Low Base Low Base Low FY24 to FY34 EV registration CAGR 13% 13% 13% 13% 13% 13% 4% 4% N/a N/a Estimated conversion ratio of EV registrations to units sold at FY25 3.9% 3.5% 0.4% 0.4% 2.3% 2.0% 1.5% 1.3% N/a N/a Estimated conversion ratio of EV registrations to units sold at FY34 3.3% 2.9% 0.6% 0.5% 1.9% 1.6% 1.4% 1.3% N/a N/a FY24 to FY34 revenue CAGR 13% 11% 10% 7% 11% 10% 24% 24% 58% 52% Operating costs as % of revenue between FY25 and FY34 84% to 30% 93% to 38% 26% to 5% 27% to 6% 99% to 34% 111% to 46% 136% to 20% 151% to 22% 19% to 16% 19% to 15% Weighting of the low and base case applied 50% 50% 50% 50% 70% 30% 50% 50% 50% 50% Expected growth in EV registrations The forecasts for EV registrations are consistent with external sources of data including reports from LCP Delta. No adjustments have been made by management to these external sources of the expected growth in EVs, which form the starting point used by management to determine the cumulative revenue growth. Expected changes in conversion of EV registrations to unit sales Management has then estimated a rate for conversion from EV registrations to the Group’s unit sales for each CGU. The conversion of EV registrations to unit sales is dependent on a range of factors, including but not limited to: (i) The propensity of an EV purchaser to purchase a charger, taking into account the decrease in customers purchasing their ﬁrst EV over time; (ii) The Group’s market share, taking into account competition and developments in the market over the forecast period; (iii) Other speciﬁc factors relevant to each of the CGUs including the types of customers the Group deals with and existing commercial relationships. This conversion rate has been estimated based on management’s estimate of propensity of new EV registrations to purchase a charger based on management’s historical experience, along with management’s view of the Group’s future market share in light of FY24 actuals and future plans. Notes to the ﬁnancial statements continued Governance Financials 184 Pod Point Annual Report and Accounts 2024 Strategic Report Further to the risk weighting between the base case and the low case as set out above, the Directors have also separately reﬂected ﬁnancing risk in the assessment of the recoverable value of the investments of the Group. The Board has applied judgement in assessing whether the ﬁnancing will be secured to deliver the strategy. Investments have been impaired by applying a probability weighting between the following two scenarios (i) the ﬁnancing is secured and the risk adjusted cash ﬂows set about above are delivered and (ii) the Group cannot execute its strategy due to its current ﬁnancial constraints. At the reporting date, the Directors have assessed that there is a 60% probability that the ﬁnancial constraints relevant to delivering the Group’s strategy will be resolved. No Company speciﬁc premium adjustment has been applied to the discount rate for the ﬁnancial constrains in executing the Groups strategy. WACC The Directors engaged a third-party specialist to prepare post-tax weighted-average cost of capital (WACC) calculations in respect of each CGU. A UK WACC of 14.7% (2023: 12.7%) has been used to discount forecast cash ﬂows for the Home, Energy Flex, Owned Assets, UK Commercial and UK Distribution CGUs, along with a terminal growth rate of 1.7% (FY23: 1.7%), based on UK GDP forecasts, to extrapolate cash ﬂows beyond the forecast period. An international WACC of 14.0% (2023: 12.7%), has been used to discount forecast cash ﬂows for the International CGU, along with a terminal growth rate of 1.7% (FY23: 1.7%), based on European GDP forecasts, to extrapolate cash ﬂows beyond the forecast period. Management considers that the inputs into the WACC model appropriately consider recent increases to risk-free rates and the estimated optimal long-term capital structure based on a market participant’s view. Based on the Directors’ assessment of the risks associated with each business segment, a single WACC for each UK segment was considered appropriate. Impairment in FY24 The recoverable amount determined through this fair value less costs of disposal assessment identiﬁed that the carrying value of the Company’s investment in PPHL was fully impaired at 31st December 2024, since the estimated present value of the cashﬂows of the Group after repayment of intercompany balances due to the Company are not suﬃcient to support the carrying value of the investment in PPHL. The Company’s subsidiary undertakings at 31st December 2023, which are incorporated in the United Kingdom and are registered and operate in England and Wales, or Scotland (unless otherwise stated), are as follows: Name of Company Classiﬁcation Country of incorporation Principal activity Ownership Registered address Pod Point Holding Limited Direct United Kingdom Holding Company 100% 222 Grays Inn Road London WC1X 8HB 31. Investments in subsidiary undertakings continued For the purpose of the impairment test, this reﬂects an estimated arm’s length price the UK Distribution CGU could achieve for the availability of its charging assets to Energy Flex providers based on market testing. The estimated conversion ratio of EV registrations to units sold is forecast to decrease between FY25 and FY34, reﬂecting competitive pressures in the market. Energy Flex Estimates of the average annual revenue per chargepoint generated through participation in energy ﬂex markets. In FY2034, average revenue of £200 per participating chargepoint in the base case, and £150 per participating chargepoint in the low case. International Growth in EV registrations in the markets in which the Group expects to participate. Owned assets The Owned assets business is forecast to continue trading using the current installed base, with replacement of units as they reach the end of their useful economic lives. No incremental business is forecast. Therefore no key assumptions in respect of this CGU have been disclosed. Risk adjustments to cashﬂows The cashﬂows used for the impairment exercise in respect of the Home and UK Commercial CGUs were weighted 50% towards the low forecast case and 50% towards the base forecast case considered by the Directors, and weighted 30% towards the low case and 70% towards the base case for the UK Distribution CGU, reﬂecting the Directors’ assessment of the execution risk and competitive environment in which these CGUs operate. The greater weighting of the UK Distribution CGU towards the base case reﬂected comparatively lower operational execution risk in the business model of this CGU. The distribution market which includes wholesale and housebuilders represents a growing route to market in the UK. The activities of this CGU are also underpinned by contractual relationships with a number of customers. The Directors consider that this approach has appropriately risk adjusted the cashﬂows used in the impairment exercise in accordance with the application guidance in IAS 36 Impairment of Assets. The US tariﬀs announced in April 2025 and the associated impacts on the UK economy and on the motor vehicle industry are not considered to be adjusting post balance sheet events for the impairment review. Financing constraints in executing the strategy The Group’s ability to execute its strategy as at the reporting date and to achieve the risk adjusted cashﬂows set out above require additional ﬁnancing over and above that currently available to the Group, as set out in note 2.6. In a scenario where ﬁnancing is not obtained to execute the Group’s strategy, the recoverable amount of the Group’s investments is expected to be immaterial. Notes to the ﬁnancial statements continued Governance Financials 185 Pod Point Annual Report and Accounts 2024 Strategic Report 32. Trade and other receivables Year ended 31st December 2024 £’000 Year ended 31st December 2023 £’000 Prepayments 203 294 Other taxation and social security 1,760 1,347 1,963 1,641 33. Trade and other payables Year ended 31st December 2024 £’000 Year ended 31st December 2023 £’000 Other creditors 262 491 Accruals 320 801 Amounts owed to Parent Group undertakings – 320 Intercompany payable 8,086 6,188 8,668 7,800 Amounts due to Group companies are interest free and repayable on demand. Intercompany payable balance in the prior year related to payroll and other costs paid by subsidiary companies. 34. Taxation The Company has the following temporary diﬀerences for which no deferred tax asset has been recognised: Year ended 31st December 2024 – gross £’000 Year ended 31st December 2024 – net £’000 Year ended 31st December 2023 – gross £’000 Year ended 31st December 2023 – net £’000 Short-term timing diﬀerences 2,152 538 213 53 2,152 538 213 53 Pod Point Limited Indirect United Kingdom Development and supply of equipment and systems for electric charging vehicles 100% 222 Grays Inn Road London WC1X 8HB Open Charge Limited Indirect United Kingdom Development and supply of equipment and systems for electric charging vehicles 100% 222 Grays Inn Road London WC1X 8HB Pod Point Norge AS Indirect Norway Development and supply of equipment and systems for electric charging vehicles 100% Engebrets vei 3, 0275, Oslo, Norway Pod Point Asset One Limited Indirect United Kingdom Development and supply of equipment and systems for electric charging vehicles 100% 222 Grays Inn Road London WC1X 8HB Pod Point Iberia S.L. Indirect Spain Supply of equipment and systems for electric charging vehicles 100% Calle Miguel Iscar 15 1 centro 47001 Valladolid Spain Notes to the ﬁnancial statements continued Governance Financials 186 Pod Point Annual Report and Accounts 2024 Strategic Report 36. Directors and employees All employees of the Company are also Directors. The average number of employees employed by the Company for the year ended 31st December 2024 is 8 (2023: 7). In the view of the Directors all qualifying services in the current and preceding year were provided by directors to the Company’s subsidiary undertaking Pod Point Limited. Remuneration in respect of the employees and Directors of the Company was therefore £nil in the current year and the prior year. 37. Ultimate controlling party At 31st December 2024 and 31st December 2023, EDF Energy Customers Limited held a 53.83% interest in the Company and is considered to be the immediate Parent Company. Copies of that Company’s consolidated ﬁnancial statements may be obtained from the registered oﬃce at 90 Whitﬁeld Street, London, W1T 4EZ and is the smallest group for which consolidated ﬁnancial statements are prepared. At 31st December 2024 and 31st December 2023, Électricité de France SA, a company incorporated in France, is regarded by the Directors as the Company’s ultimate Parent Company and controlling party. This is the largest group for which consolidated ﬁnancial statements are prepared. Copies of that Company’s consolidated ﬁnancial statements may be obtained from the registered oﬃce at Électricité de France SA, 22-30 Avenue de Wagram, 75382, Paris, Cedex 08, France. 35. Called up share capital and reserves As at 31st December 2024 As at 31st December 2023 Number £’000 Number £’000 Allotted, called up and fully paid: Ordinary shares of £0.001 each 155,900,118 156 154,125,118 154 A total of 1,775,000 new shares were issued and allotted to the Group’s Employee Beneﬁt Trust as follows: i) On 10th January 2024, 575,000 shares . ii) On 2nd February 2024, 500,000 shares. iii) On 18th April 2024, 700,000 shares. On 31st December 2024, total issued share capital was therefore 155,900,118. Share premium The share premium reserve reﬂects the excess over nominal value arising on the issue of ordinary shares. Share-based payment reserves Share-based payment reserves includes the share-based payment charge on share options issued to employees of Group companies. ESOP reserve The ESOP reserve represents the value associated with the shares issued pursuant to the employee SIP and other share plans. Accumulated losses Accumulated losses reserve represents the accumulated losses of the Company generated through business activities. Notes to the ﬁnancial statements continued Governance Financials 187 Pod Point Annual Report and Accounts 2024 Strategic Report IPO or Admission the Admission of the shares to the premium listing segment of the Oﬃcial List and to trading on the London Stock Exchange’s Main Market for listed securities on 9th November 2021 KPI key performance indicator kW kilowatt kWh kilowatt hour Net zero Net zero means that the total greenhouse gas emissions would be equal to the emissions removed from the atmosphere, with the aim of limiting global warming and resultant climate change Non-Executive Directors the Non-Executive Directors of the Company OCPP the Open Charge Point Protocol – an application protocol for communication between electric vehicle (EV) chargepoints and a central management system OEM original equipment manufacturer OZEV Oﬃce for Zero Emission Vehicles PiV plug-in electric vehicle Pod Point Group Pod Point Group Holdings plc, consolidated with its subsidiaries Relationship Agreement the relationship agreement entered into between the Company and EEC REX range-extended vehicle Shares the ordinary shares of the Company SID Senior Independent Director Smart chargepoints Pod Point’s Smart, Wi-Fi or mobile enabled EV chargepoints Smart Reporting Pod Point’s management information system SMEs small and medium-sized enterprises SMMT Society of Motor Manufacturers and Traders TCFD Task Force on Climate-related Financial Disclosures WEEE Regulations Waste Electrical and Electronic Equipment Regulations 2013 ZEV zero emission vehicle AC alternating current Admission or IPO the admission of the shares to the premium listing segment of the Oﬃcial List and to trading on the London Stock Exchange’s Main Market for listed securities on 9th November 2021 BEV battery electric vehicle Board the Board of Directors of the Company CLTV customer life time value Company or Pod Point Pod Point Group Holdings plc Controlling shareholder means a shareholder who exercises or controls on their own or together with any person with whom they are acting in concert, at least 30% or more of the votes able to be cast on all or substantially all matters at general meetings of the Company CPO Chief People Oﬃcer DC direct current Directors the Directors of the Company DNO Distribution Network Operators DSO Distribution System Operators EDF EDF Energy Customers Limited EDI Equality, Diversity and Inclusion ERP Enterprise Resource Planning ESG environmental, social & governance EU The European Union EV electric vehicle Executive Directors the Executive Directors of the Company FRC Financial Reporting Council GHG greenhouse gases Governance Code the UK Corporate Governance Code published by the Financial Reporting Council, as amended Group The Company and its subsidiaries ICE internal combustion engine IFRS International Financial Reporting Standards, as adopted by the European Union Glossary Governance Financials 188 Pod Point Annual Report and Accounts 2024 Strategic Report Registered oﬃce 222 Grays Inn Road, London WC1X 8HB Auditor KPMG LLP 15 Canada Square, London E14 5GL Banker Barclays Bank PLC, 5 The North Colonnade, Canary Wharf, London E14 4BB Legal Counsel Freshﬁelds Bruckhaus Deringer LLP, 100 Bishopsgate, London EC2P 2SR Tax advisor Grant Thornton UK LLP, Grant Thornton House, Melton Street, Euston Square, London NW1 2EP Registrar Equiniti Ltd, Aspect House, Spencer Road, Lancing, West Sussex BN99 6DA Brokers Panmure Liberum, Level 12 Ropemaker Place, 25 Ropemaker Street, London EC2Y 9LY Canaccord Genuity Limited, 88 Wood Street, London EC2V 7QR Company information

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