Motorpoint Group Plc Annual Report and Accounts 2025

Strategic Report

01 2025 Highlights

02 At a glance

03 Investment case

04 Our business and our market

05 The Car Buyer’s Champion

06 Our customers’ journey

07 Market overview

08 How we deliver value to customers

10 Chair’s statement

12 Chief Executive’s statement

16 Key performance indicators

17 Our strategy

20 Section 172(1) statement

24 Environmental, Social and Governance (ESG)

37 Task Force on Climate related Financial Disclosures (TCFD)

48 Financial review

52 Risk management

56 Viability statement

58 Principal risks and uncertainties

67 Non financial and sustainability information statement

Governance

70 Board of Directors

72 Introduction to governance

74 Corporate governance report

77 Audit Committee report

82 Nomination Committee report

86 ESG Committee report

87 Remuneration Committee report

89 Remuneration policy

100 Annual report on remuneration

110 Directors’ report

116 Statement of Directors’ responsibilities

Financial Statements

118 Independent Auditors’ Report

127 Consolidated statement of comprehensive income

128 Consolidated balance sheet

129 Consolidated statement of changes in equity

130 Consolidated cash flow statement

131 Notes to the consolidated financial statements

161 Company balance sheet

162 Company statement of changes in equity

163 Notes to the company financial statements

167 Alternative Performance Measures (APMs)

168 Glossary

169 Shareholder information and advisors

Car buying made easy. Making car buying easy has been our purpose for over 25 years. It’s the reason why we have such a rich history of adapting to the needs of our customers and continually innovating to deliver the best car buying experience possible. Decades of putting our customers at the centre of everything we do has given us an unparalleled understanding of what people want when they buy a car. This is why we believe so strongly in giving our customers unrivalled Choice, Value and Quality. There’s no car like a Motorpoint car. Motorpoint is the UK’s leading retailer of predominantly nearly new vehicles.

P07 Our strategy
P17-19 Market overview

Read our Chief Executive’s statement on page 12.

For investor relations information, visit our website: www.motorpoint.co.uk/plc/ investor-relations/why-invest/

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	2025	2024	2024	2025	2025	2024	2024
	£4.1m			1.0p		Nil	£(10.4)m
Highlights	£1,173.1m	£1,086.6m
Turnover	£1,173.1m
Website sessions	15.9m	13.7m
Retail volume (units sold)	59,919	52,572
		£3.2m					£(8.4)m
Profit/(loss) after taxation			£3.2m
				3.7p	(9.3)p
Basic earnings per share				3.7p
Gross profit per retail unit	£1,335	£1,222
Net Promoter Score (NPS)	80	82
Profit/(loss) before taxation						£4.1m
Dividend per share						1.0p
Customer acquisition cost per retail unit	£177	£190
Days in stock	43 days	45 days
Market share (0–6 year old car market)	2.4%	2.1%
Price leadership stock priced good, great or low	99.9%	99.9%
Located across the UK	21 stores	20 stores
Sunday Times Top 115 best big companies to work for	1.

Autotrader price indicators (March 2025).
Based on data produced by the Society of Motor Manufacturers and Traders (SMMT) for period April 2024 to March 2025.

Return to profitability, market share outperformance and strong foundations for growth. Named as one of the Top 115 best big companies to work for by Sunday Times.

01 Motorpoint Group Plc Annual Report and Accounts 2025

Strategic Report

Governance

Financial Statements

Proud

Honest

Happy

Supportive

At a glance

Our purpose is to make car buying easy.

People powered

At our heart, we are a people-powered business, and it is our talented people who help customers when purchasing a vehicle from Motorpoint – giving them the advice they’re looking for, ensuring everything is to the standard they expect, and developing new innovations, products, and services that constantly improve the purchasing process. This is evidenced by our industry-leading NPS ratings.

Find out more on pages 29 to 33.

Our vision

Our vision is to be the Car Buyer’s Champion, by offering unrivalled Choice, Value and Quality.

Omnichannel customer experience

By focusing on making car buying easy for our customers, we have been able to create the very best omnichannel experience – one that combines the convenience and benefits of searching and buying online, home delivery, and reserve and collect with an extensive nationwide retail network, ensuring high levels of quality, service, and support.

Find out more on page 06.

We’re here to help our customers buy the car they want, in the way they want. There is no car like a Motorpoint car.

The Motorpoint Virtuous Circle remains at the core of everything we do. Our operating model of how our employees and stakeholders interact, the Motorpoint Virtuous Circle, combined with our values of Proud, Happy, Honest, and Supportive, continue to provide a robust framework for explaining how we get things done and what factors to consider when decisions are required.

02 Motorpoint Group Plc Annual Report and Accounts 2025

Strategic Report

Governance

Financial Statements

Investment case

What makes us different

Our omnichannel approach gives customers the choice of buying cars through our store network, by phone, or online, or through a combination of all channels.

More than 25 years of customer insight and innovation
Retail sales of nearly new vehicles – focused on those under five years and less than 40,000 miles
Always low prices delivering great value
Trade sales through our digital auction site for vehicles not meeting our retail criteria
Nationwide store network
Buying cars direct from customers
Agility, reacting with speed to market conditions
Inventory management, vehicle reconditioning, logistics and store operations expertise

Digital transformation providing opportunities for growth

Customers prefer to buy used cars on an omnichannel basis, combining digital channels with physical touchpoints.

Relentless focus on customer experience
Significant investments in technology and focused marketing
Online capability provides operating model opportunities
Expanding digitally led car buying service
Website improvements boosting traffic
Improvements to wholesale digital selling experience

03 Motorpoint Group Plc Annual Report and Accounts 2025

Strategic Report

Governance

Financial Statements

Our business and our market

A Group focused on growth through two distinct brands.

Motorpoint

Our retail offer of nearly new cars that are mostly under five years old and have completed less than 40,000 miles provides customers with an omnichannel purchasing journey combining online with 21 retail stores nationwide.

<5 years
<40,000 miles
Online and in store
Nearly new consumer vehicles

Auction4Cars.com

Auction4Cars.com, a business-to-business and entirely online auction marketplace platform, allows an efficient and quick route for sale of vehicles which do not fall into our nearly new retail criteria. The customer experience continues to be enhanced.# Motorpoint Group Plc Annual Report and Accounts 2025

Strategic Report

The Car Buyer’s Champion

There’s no car like a Motorpoint car. Our vision is to be the Car Buyer’s Champion, by offering unrivalled Choice, Value and Quality.

Quality

Motorpoint Quality Standard sits at the core of our operations, ensuring we deliver the highest levels of quality of nearly new vehicles and customer service along the entire customer journey. Our cars are rigorously checked from engine to exhaust by our experts and sold under warranty. NPS improved during the year and reached 84 in the final quarter.

80 Net Promoter Score (FY24: 82)

Value

We are able to secure the best stock at competitive prices and we pass those savings on to our customers ensuring we offer stand out vehicles at unbeatable prices. We are also able to offer financing options, extended warranties and other ancillary products for our customers.

99.9% of vehicles priced Good, Great or Low on Autotrader (March 2025) (April 2024: 99.9%)

Choice

Choice for our customers means not only the model and price range of available vehicles we stock, but also the options through which they can view, purchase, and take delivery of their vehicle such as same day driveaway or home delivery. In March 2025, we had 36 makes and 538 models in stock, with 2,478 different trim levels.

"Had a great experience at Motorpoint buying my first car! I appreciated all the staff members I interacted with who made the process of viewing and purchasing very simple. I would 100% recommend Motorpoint to anyone looking to buy their next car.” Trustpilot, May 2025

We have invested in creating a deeply embedded digital and retail omnichannel customer journey that gives the car buyer the choice of how to buy their next car in a way that fits their lifestyle.

Our customers’ journey

Making car buying easy… online and/or in store

Extensive choice
Great value, Motorpoint Price Promise, including ‘Double the Difference’
Seamless journey between online research and in store experience
Competitive part exchange prices
Payment made within minutes of car buying deal being agreed
Award winning customer service
14 day money back guarantee on home delivery
High quality and standards guaranteed
Flexible finance options
Warranty, paint protection and alloy/smart repair packages

Car buying service

Benefits	In store	Online
Easy to find	• 21 store locations • Diverse and vast range of stock to browse and test drive	• Website enhancements to help find the right car – make/model by lifestyle, by budget • 360° virtual tour of the vehicle and gallery of images with comprehensive technical specifications
Easy to view	• Customer teams within stores
Easy to collect	• Enthusiastic team to help customer through the process • Handover completed in less than 30 mins	• Same day driveaway • Home delivery • Reserve and collect • Buy online, collect in store
Easy to contact	• Quality, service and fulfilment support both online and at store, and in person	• Digital end to end journey • Finance completed in privacy of own home and with access to all information
Easy to buy/sell your car

Market overview

Following the challenges faced in recent years, macroeconomic pressures eased somewhat in FY25, along with an improvement in supply of nearly new vehicles. Used prices of petrol and diesel cars remained generally stable, although we did experience greater fluctuations in Electric Vehicles, which resulted in a more cautious approach to the volumes we stocked in FY25. Demand for Motorpoint cars increased and we outperformed our market. Brilliant Basics (our right sizing and margin improvement programme) has ensured the foundations for future growth, as Motorpoint aims to take advantage of reducing market pressures.

Our used car market grew 0.6% in FY25. Motorpoint outperformed the market, with retail volume growth of 13.9%.

Car market

Motorpoint’s core proposition is the sale of predominantly nearly new vehicles, the majority of which are up to five years old and have covered fewer than 40,000 miles. We monitor available market statistics, notably from the SMMT, which give us transaction volumes for target market cars (but do not include recorded mileage.) We therefore use the transaction volumes as a proxy for our available market. Following the modest acceleration of new car production, the supply of nearly new vehicles available to us increased, and we were therefore able to focus on newer cars for much of FY25. Following periods of rapid deflation in FY23 and FY24, used car prices generally remained more stable in FY25.

Consumer confidence

FY25 saw lowering inflation and a welcome fall in interest rates, albeit small, following a prolonged period of increases. Whilst this was welcome, confidence was impacted by further uncertainty following the General Election and Autumn Budget. Despite this backdrop, Motorpoint experienced increased demand, and its market outperformance reflected the Brilliant Basics programme in FY24 and its focus on Choice, Value and Quality. We remain cautious given continuing low levels of consumer confidence, however, as supply slowly improves and macroeconomic pressures further reduce, this should improve.

Buying habits

The use of digital services is becoming universal amongst car buyers. Some degree of physical connection continues to be preferred by most customers to provide reassurance and trust in their purchase. In other words, UK consumers prefer to buy used cars and ancillary services on a cross channel basis, using digital channels and physical touchpoints interchangeably on their purchasing journey. Following the sharp rise in interest in pure online car buying towards the start of the decade and around COVID time, it is now generally accepted that car dealerships need a physical store presence to work seamlessly with its digital channels.

	2025	2024
Revenues	£1,173.1m	£1,086.6m
Y/E 31 DEC 2024 (Used car market)	1.99m	1.95m
Y/E 31 DEC 2023 (Used car market)
	2025	2024
New car registrations in the UK	2.4%	2.1%
Market Share¹ (0–6 year old vehicles)

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

"The whole Motorpoint experience made finding the vehicle I needed easy, especially with the help of Finley who was very helpful, knowledgeable and kept me informed every step of the way.” Trustpilot, April 2025

How we deliver value to customers

Agility, culture, efficiency

Our strength lies in our ability to be agile and responsive – in our people and our culture, and in our constant focus on improving operational efficiencies across our digital platforms and retail network. Investment in technology is delivering operational efficiency.

Key strengths and resources

New stores and growth opportunity

We can open wherever we see a market opportunity; speed and scale are in our control. Existing dealerships tend to be cheaper to fit out. We paused our aggressive rollout in FY24 after Ipswich opened in May 2023, but restarted the programme in FY25, with the December opening of Norwich, our 21st store.

Operational control

We have no external restrictions. Proprietary IT systems can be built; we have bespoke values led development and team engagement programmes; marketing can be via any channel or into any geography; our modest showroom fit out costs support Motorpoint’s value proposition. We rightsize the business to ensure that our team member numbers efficiently support consumer demand. We are agile, making the right decisions at pace.

Breadth of stock

We have on average between 35 and 40 brands available in store or online, spanning all the leading makes and models (and fuel types), sourced from multiple channels. All stock is available nationally. Our industry leading stock turn means we can quickly turn our pitches, and therefore regularly showcase to customers new offerings.

Retail product offer

Our retail proposition continues to be on nearly new cars; our product offering is supported by providing finance packages to our customers through our finance partners as well as offering warranty, alloy/smart repair and paint protection products.

Financing

We are free to negotiate for the most competitive terms on the external market.

Car buying

Our service allows us to purchase cars direct from consumers. Depending on their age/mileage, cars can either be sold through Motorpoint (thus providing a further supply chain route), or via the Auction4Cars.com platform. Following the rightsizing of the business in FY24 to react quickly to prevailing economic conditions, we continue to focus on efficiency to improve the consumer experience - making changes, both small and large, and with pace.

How we deliver value to customers continued

Underpinned by our values

Our operating model is focused on putting our employees first. This means empowering our team and giving them the skills and confidence to champion the customer. We achieve this through living our core values and team commitments.

Proud

We are proud of what we do, how we do it and the people who make it happen – we stand out from the crowd and are proud to work as part of Team Motorpoint.

Happy

We enjoy what we do and we show it – a smile is contagious and our teams wear them naturally with pride.# Strategic Report

Governance Financial Statements

Chair’s statement

Motorpoint is well positioned to benefit from an improved used car market

Strategic opportunity

More than three years ago, Motorpoint announced a departure from its historic approach by more aggressively embracing the role of technology and digital services in its business and setting forth more ambitious goals. We have since expressed our long term strategy to become the UK’s largest used car dealer by providing market leading digital services, and by redefining the omnichannel business model by developing integrated consumer journeys across our digital, store, customer service and delivery channels that will meet changing consumer needs. We believe this to be our central strategic opportunity. Underpinning Motorpoint’s new capabilities will be contemporary technology and data practices which will not only enable unique omnichannel customer journeys but will improve efficiency in our key processes such as selling, vehicle preparation, logistics, pricing and inventory turnover.

FY25 saw moderate improvement in macroeconomic headwinds – slight reductions in interest rates, periods of improved consumer sentiment, more stable used car pricing and some loosening of supply. I am pleased that Motorpoint was able to benefit from these moderate market improvements and, indeed, outperform the market. We grew retail sales and market share strongly, increased our margins and reduced days in stock. This, coupled with our more efficient cost base, ensured a return to meaningful levels of profitability and cash generation for the year.

As much as we would like to believe that the challenges are behind us, this would be premature. The supply of used vehicles, particularly those meeting our nearly new criteria, remains subdued. Interest rates remain high, and the eﬀect of global disruptions in trade on the UK used car industry are unclear. Nevertheless, we are cautiously optimistic that economic trends are favourable, confident that Motorpoint is well positioned to benefit from an improved used car market, and looking increasingly to the future by modestly increasing our investment in our strategic capabilities.

Our long term strategy is to become the UK’s largest used car dealer by providing market leading digital services.”

Persevering through adifficultmarket

The used car industry has faced difficult market conditions for several years. High interest rates, periods of car price volatility, depressed consumer demand and constrained vehicle supply combined to cause upheaval in the industry and reduce our sales and profits. After a particularly challenging FY23, and facing similar conditions in FY24, Motorpoint quickly implemented a rightsizing and margin improvement programme with the aim to limit losses and preserve cash. This restructuring, which continues to be in place today, proved critical to limiting losses during FY24 and positioning the Company to benefit from market improvement in FY25 andbeyond.

Beginning soon after embarking on this ambitious strategic agenda, and continuing through to today, significant economic challenges have continued to negatively impact the used car market and Motorpoint in particular. Although the Company remained committed to its strategic direction and to our belief in the size of our opportunity, Motorpoint’s capacity to invest in its strategic plans has naturally been constrained. We have made modest but targeted strategic progress while balancing our ambitions with responsible financial management. With a positive FY25 behind us, and cautious optimism for further improvement in FY26 and beyond, we will again consider targeted investments toward our long term strategic plans. We look forward to continuing improvements to our website, returning to our programme of adding stores, developing selective key technology infrastructure, building data tools in pricing, transport and allocation, scaling our Sell Your Car direct purchase proposition, and testing market opportunities for aftersales service. As market conditions continue to improve, and Motorpoint’s profits and cash generation grow proportionately, our confidence in a more aggressive pace of strategic investments will grow as well. We remain convinced of our long term strategic opportunity and look forward to pursuing it with as much vigour as conditions allow.

Capital allocation

Motorpoint has consistently demonstrated its ability to generate cash, even in tougher economic times. Last year, while making selective strategic investments in data, technology and marketing, we successfully completed the repurchase and cancellation of 3.6million shares. We have recently commenced a further buyback programme to repurchase and cancel another 3 million shares, and have plans to reintroduce a dividend. Our priority remains to invest cash responsibly in pursuit of our ambitious strategic agenda. However, we believe the buybacks and dividend are an appropriate use of excess cash and an enhancement to shareholder value.

Throughout the year, we regularly engage with our shareholders to ensure there is a clear understanding of how the Group’s business is managed to generate sustainable returns and long term success. To that effect, following dialogue with Saray Capital, our largest shareholder, we will be inviting Mr Majed Hashim, Chair and CEO of Saray Capital, to participate as a board advisor. We anticipate this role may include periodic meetings with management and the Chair of the Board of Directors, and his attendance at select future standalone strategy sessions with our Board and management team. We look forward to benefiting from his insights and experience at these meetings.

I would like to thank the Motorpoint team for their agility and resilience over the past few years which has positioned the business well, and for their positive performance in FY25. I am delighted that their hard work has been rewarded with a return to profitability and market outperformance.

John Walden
Chair
12 June 2025

Motorpoint Group Plc Annual Report and Accounts 2025

Strategic Report

Governance

Financial Statements

Chair’s statement continued

Return to profitable growth and outperformance of the used car market

During the year, we recommenced our new store expansion programme with the Group’s 21st store opening in Norwich in December 2024. Notwithstanding the ongoing consumer and macroeconomic environment, Motorpoint is in a strong position to grow further, and I am cautiously optimistic for the FY26 outlook. I was also pleased to announce another share buyback programme, post year end on 3 April 2025, following the successful completion of last year’s £5 million buyback. In addition, the Board has proposed the recommencement of a progressive dividend policy, with a full year dividend of 1.0p per share. This reflects both our ability to generate strong cash flow while achieving sustainable growth, and our focus on delivering attractive returns to shareholders.

Return to profitable growth

We launched Brilliant Basics in FY24 to focus on driving operational excellence, which resulted in a lean cost base, faster stock turn and lower prices, with the cumulative eﬀect of improving profitability. The benefits started to materialise in the final quarter of FY24 and have continued throughout FY25.

A happy team makes for a better working environment which in turn translates to a great customer experience.

Supportive
We have a one team ethos and understand that together we achieve more. We are a united team focused on a common goal and vision and will always help our customers and colleagues alike #drivingdreams®.

Honest
This applies to our teams, investors and customers. Courage and honesty are the vehicles for positive change and Team Motorpoint has embraced this.

How we deliver forourcustomers

Retail stores

Our retail stores offer sales, vehicle preparation (different levels of scale) and a large display area. All stores offer refreshment and lounge facilities to enhance our customers’ experience and comfort. Locations are generally positioned for ease of access and located within close proximity of a large population. We have invested in automation to speed up the customer journey. Our digital contactless purchase process allows customers the option to complete their vehicle purchase in store or online, visit our store to collect their vehicle, and drive away in under 30 minutes.

Retail websites

We constantly innovate to deliver outstanding customer service and we have a nationwide home delivery service. Our improved website allows us to maintain a convenient and trusted user experience as customer preferences evolve. Our ongoing focus to upgrade imaging and vehicle specification details provide customers with substantial information on the vehicle they are researching or buying, enhancing the conversion to sale on our website. We have also worked hard to ensure a seamless customer journey between online research and in store experience through our shortlist feature (a unique reference enabling the team to continue the customer journey quickly in store or via email/ telephone), as well as maximising the website’s speed.

Home delivery

Our customers can choose a vehicle, arrange finance, purchase and have it delivered to them, without having to leave their home.

Part exchanges

Motorpoint generally sells vehicles with less than 40,000 miles, and less than five years old, to retail customers. Vehicles in excess of this mileage and age purchased from a customer are sold through our wholesale E-commerce platform Auction4Cars.com. This platform provides invaluable live data on the latest valuation of vehicles sold and allows us to offer the best price to our customers for their part exchange.# Chief Executive’s statement

Retail units grew strongly, up 13.9% on FY24, despite lapping tougher comparatives in the final quarter which slowed the rate of growth. We also outperformed our peers, with market share growth of 12.3%. Employees – named as one of the Top 115 best big places to work in 2025 by Sunday Times Customers – Record level NPS in Q4FY25 (84) Shareholders – Significant increase in profit, and returning cash to shareholders

Our response to the macroeconomic challenges we faced in FY23 and FY24 has demonstrated our resilience by focusing on relentless plan execution to do what is right for our customers. We continue to remain focused on ensuring we stock the best value, affordable used cars, as well as reinforcing our ‘Double the Difference’ lowest price guarantee. We expanded our use of data to better inform buying and dynamic pricing decisions, which supported strong metal margin performance. This agile approach helped us minimise any overage stock and, where necessary, clearance was supported by marketing investment. Days in stock reduced further to an industry leading 43 days (FY24: 45 days). Strong metal margin and ancillary product performance helped offset lower finance commissions which continue to be impacted by high interest rates. As previously reported, we significantly reduced our headcount in FY24, when we rightsized the business. Whilst the FTE headcount at year end increased to 779 (FY24: 710), as we cautiously responded to increased customer demand, this remains significantly below the high of almost 950 in early FY23. Our confidence grew in FY25 to enable investment acceleration, further enhancing our digital capabilities and recommencing our new store opening programme.

Overview

Having returned to profitability in the first half of FY25, I am very pleased with our performance across the full year, delivering profitable growth and significantly outperforming the wider used car market.

Motorpoint Group Plc Annual Report and Accounts 2025

Strategic Report

Governance

Financial Statements

Strategy update – focus on accelerated growth plans

Despite the market challenges during FY24, we remained committed to our long term growth aspirations, whilst focusing in the short term on margin improvement, cost base management and cash generation, as well as furthering the strategic objectives that offer the best near term returns. Our strong cash position allowed us to continue making targeted strategic investments, with further improvements in technology involving both our retail and wholesale businesses. As our confidence grew through the year, it enabled us to accelerate investment, further enhancing our digital capabilities and upscaling our E-commerce offering and recommencing our new store opening programme. Norwich opened in December 2024 and is trading successfully. As well as having the capability to prepare its own cars (and thus being less reliant on transportation from other sites), it benefits from having a larger pitch capacity. Norwich is our 21st store, and we envisage that future openings will be at similar sized, larger locations. In addition, we have significantly invested in our original store at Derby, which includes expanding the site, therefore increasing the number of vehicles on display for customers alongside a brand new, better positioned showroom.

Chief Executive’s statement continued

We continued to enhance our digital capabilities in FY25, which translated into increased website traffic and resultant leads. Enhancements continue to be made to our website, and we believe that it is now one of the best in the market. Sales from digital leads increased by 16% and we are becoming increasingly more efficient in how the marketing budget is spent. Customer acquisition cost per retail unit fell from £190 to £177 over this same period. Website sessions increased 16% to 15.9 million. Data is becoming ever more fundamental to how we operate; from what prices we set daily, to what streams of marketing work best in a rapidly changing marketplace. As such, we continue to bolster our data and digital teams, and where necessary, attain input from third party experts. We are now able to provide our buying teams with real time data to allow them to have further confidence when acquiring vehicles, and also to inform selling price decisions. We are also expanding our Sell Your Car (SYC) proposition - our car buying service direct from consumers - buying 3,572 cars in the year, and c.300k vehicles were valued for SYC and part exchange. Increased customer demand, coupled with the successful execution of our Brilliant Basics programme, has resulted in a return to profitability in FY25, and provides the Board with increasing confidence to establish organic plans to accelerate growth. The Board has reviewed future plans, and whilst investing in organic growth remains the priority, it has concluded that cash generation can also support returning significant levels of cash back to shareholders by way of buybacks and dividends. The Group’s strategic growth priorities in FY26 and beyond are:

Expansion of supply channels
- SYC expansion
- Increase number and scale of sourcing channels
New store openings
- Norwich blueprint for larger stores
- Target areas of country with little market presence
Data and AI to further inform buying and pricing
- Buying decisions based on internal and external data
- Dynamic pricing, led by data
- Site allocation to aid faster stock turn
Broaden brand reach
- Invest in new and existing channels to reach consumer
- Website destination for research and buying
Further technology development to enhance the customer journey
- Best in class website; continue to invest, to optimise functionality
- Webchat/Chatbox enhancement; maximise AI opportunity
- Complete omnichannel approach to CRM with full personalisation
- Expand paid media opportunity
Develop aftersales customer offer
- MOTs in house
- Service plans/product sales trials

Motorpoint is extremely well positioned to accelerate growth and make significant market share gains while capitalising on the above priorities to improve the customer offering and increase efficiency.

Motorpoint Group Plc Annual Report and Accounts 2025

Strategic Report

Governance

Financial Statements

The Motorpoint Virtuous Circle remains at the core of everything we do Our operating model of how our employees and stakeholders interact, the Motorpoint Virtuous Circle, combined with our values of Proud, Happy, Honest and Supportive, continue to provide a robust framework for explaining how we do business. The Virtuous Circle begins with our employees. We are extremely pleased to be named by the Sunday Times as one of the Top 115 best big places to work in 2025. We measured team satisfaction in H2 FY25 with a nationwide survey. Our response rate was an excellent 90%, and we achieved an overall engagement score of 83%, ahead of the industry benchmark. Our goals in FY25 were to increase communication through regular one to ones, All Hands meetings and relaunching Learning and Development courses, all of which have been very successful. As is the norm here at Motorpoint for many years, nobody works on their birthday and our “One Big Dream” initiative (two hours off) can be used monthly for the team’s fulfilment. As the pace of business expansion increases, and we open more stores, recruiting high calibre team members will be especially important, and we will remain focused on not only hiring the strongest talent, but also on training and culture enhancement.

Chief Executive’s statement continued

We believe that the engagement of our team is directly correlated to our customers’ satisfaction. As we innovate our omnichannel customer experiences, our highly engaged team continues to deliver what we believe is a market leading proposition of Choice, Value, and Quality to our loyal customers with an unerring focus on customer satisfaction. Our NPS for sold vehicles did dip slightly in the first half to 77, levels last seen in FY19 and FY20. However, following strong focus across the whole business, our NPS score improved to above 80 in the second half, and finished FY25 at record levels (Q4 FY25: 84). The final piece of our Virtuous Circle is delivering for our shareholders. We are delighted that we have successfully returned to profitability. Cash generation has been strong which enabled us to successfully execute the share buyback, commence another, and restart our progressive dividend programme, whilst not having to compromise on strategic investment.

Environmental, Social and Governance (ESG)

The ESG Committee has continued to lead on setting and refining our environmental, social, and governance objectives. Our ambition remains to be the UK’s most environmentally responsible used car retailer. Over the reporting period, we have made tangible progress against our ESG targets. We have achieved further reductions in energy consumption, with Scope 1 and 2 emissions and business travel in total down 4.9% compared to the previous period, on a same space basis. During the year, we cut total waste by more than 140 tonnes (15.6%) despite increased business activity, underscoring our commitment to operational sustainability. Through close collaboration with supply chain partners, we are embedding responsible environmental practices across operations. A particular highlight is our initiative to repurpose end of life tyres for use in community playground infrastructure. Following increased public interest in March 2025, which reported industry malpractices relating to the disposal of tyres, we reaffirm that all our tyre recycling is conducted domestically in accordance with stringent UK standards. Social responsibility continues to be a key area of focus. We conducted our external employee engagement and wellbeing survey in partnership with WorkL, which achieved a 90% response rate across the business.The overall Happiness Score was 83%, a rating that is independently classified as excellent. This, along with the Sunday Times’ recognition of Motorpoint being one of the best big places to work in 2025, provides evidence that we continue to make excellent progress.

Motorpoint Group Plc Annual Report and Accounts 2025

Strategic Report

Governance

Financial Statements

Chief Executive’s statement continued

Outlook

Positive momentum has continued into FY26:
* Delivered retail volume growth across April and May (against tougher prior year comparatives), and profitability increased on previous year
* Vehicle pricing remains generally stable
* Metal margins further strengthening, aided by data insight
* Growing supply from our SYC channel
* Ancillary product performance positive, supported by new products
* NPS running at all time high

We expect ongoing macroeconomic pressures to generally ease, with further, moderate reductions in interest rates and the supply of nearly new used vehicles should continue to slowly increase. However, we remain mindful consumer confidence in the near term remains uncertain. We will continue to prudently manage cost base despite labour inflation headwinds.

Mark Carpenter
Chief Executive Officer
12 June 2025

	2022	2023	2024	2025
Dividend per share	Nil	Nil	Nil	1.0p
Basic earnings per share	(9.3)p	(0.7)p	3.7p	18.7p

	2022	2023	2024	2025
Profit/(loss) after tax	£(21.2)m	£(8.4)m	£4.1m	£3.2m
Profit/(loss) before tax and exceptional items	£(16.9)m	£(0.6)m	£5.6m	£9.2m

	2022	2023	2024	2025
Net cash/(debt)	£16.9m	£(8.2)m	£(0.3)m	£6.6m

	2022	2023	2024	2025
Revenues	£1,322.3m	£1,440.2m	£1,086.6m	£1,173.1m

	2022	2023	2024	2025
Gross profit	£106.3m	£85.7m	£73.1m	£90.8m

	2022	2023	2024	2025
Gross profit per retail unit	£1,446	£1,300	£1,222	£1,335

Key performance indicators

Non financial KPIs

It’s important that we measure our performance For FY25 we have identified those KPIs that best align to our strategy, such as reporting our revenues, profitability and market share.

	Unit	2022	2023	2024	2025
Estimated sale orders from digital leads³	k	19.3	21.1	23.2	27.0
Market share (0–6 year old market)¹ ²	%	2.4%	2.2%	2.1%	2.4%
Net Promoter Score⁴		84	80	82	80
Number of stores⁴		17	19	20	21

Financial KPIs

	Unit	2025
Revenues	£m	1,173.1
Gross profit	£m	90.8
Gross profit per retail unit	£	1,335
Net cash/(debt)⁶	£m	6.6
Basic earnings per share	p	3.7
Profit/(loss) after tax	£m	3.2

Based on data produced by the Society of Motor Manufacturers and Traders (SMMT).
0-6 year old cars not a focus in 2022.
Based on number of reservations, test drives, and enquiries originating fromdigitalchannels.
Number of open stores at year end.
Definitions of terms can be found in the Glossary on page 168.
Cash less any borrowings, excluding lease liabilities.

	Unit	2025
Profit/(loss) before tax and exceptional items	£m	4.1
Dividend per share	p	1.0

Our Values

Proud
Honest
Happy
Supportive

Our strategy

The Car Buyer’s Champion

Focused on plans to accelerate profitable growth.
1. Expand supply chain channels
* SYC relaunch andexpansion
* Source from profitable channels
* Focus on newer cars, and those with best margin
2. Develop aftersales/ customer oﬀer
* MOT in house
* Service plans/ product sales
* Car ownership cycle
3. Restart new storeopenings
* Norwich opened December 2024
* Target where there’s little market presence
4. Data to furtherinform
* Buying decisions
* Pricing
* Store vehicle allocation
5. Broaden brandreach
* Evolve advertising
* Website destination for research and buying
* Earn customer’s lifetime loyalty and enhance CRM
6. People growth
* Reinvigorate Learning and Development strategy
* Maintain a culture promoting high performance
* Further develop employer brand
7. Technology development
* Best in class website
* Embrace AI opportunities
* Integrated customerdata

Accelerate for growth

Our strategy continued

Website refresh yields results

FY25 highlights

Launched a completely revised version of the SYC functionality
Coming Soon cars (cars in preparation) added to the website to increase choice
Warranty and ancillary products can now be included in the Finance Calculator to increase awareness and purchase rates
Custom deposit functionality added for customers looking to purchase with zero or very low deposit
Multiple website and content initiatives to improve the user experience, Core Web Vitals and SEO performance
New Data Platform designed, built, and delivered in nine months
Three new data tools built to drive performance and efficiency, covering buying, allocation and pricing

Digital and data approach

More stores boost national footprint – brand awareness increases, and new customers attracted

FY25 highlights

New store opening programme recommenced
Norwich successfully opened in December 2024
Target 10% market share in each market we operate in
Significant number of opportunities across the country remain
Ongoing pipeline of potential opportunities being explored
Use market share data by postcode to identify the best locations
Focus on larger site locations, with bigger pitch capacities than the more recent openings
New stores will be able to prepare their own cars
All A4C locations are now housed on a retail site, and are not standalone
Our very first Motorpoint store in Derby upgraded and expanded
Selected stores to be refitted in FY26

New store openings

Managers’ Conference

The venue aligned with our key focus of strengthening Brilliant Basics, reinforcing a high performance culture and positioning for strategic growth. Taking advantage of bringing together over 100 of our managers, our teams were updated on business performance and given sharpened focus and insight on the goals for each area of our Virtuous Circle. To ensure that the event was engaging and interactive, and to strengthen relationships across our teams, attendees were split into groups and worked their way around diﬀerent sessions focused on future plans, hosted by members of our Senior Leadership Team. Not only were these sessions fun (there was bingo, quizzes, team working and prizes up for grabs), critically they made sure that everyone was aligned with the company strategy and understood the role they each play as the business moves forward. We were also joined on stage by Professor Damian Hughes, our keynote speaker, highly respected and renowned for his expertise in change psychology, sport, organisational development and high performance, and the cohost, alongside Jake Humphrey, of the highly praised ‘High Performance Podcast’. Damian’s session was both informative and memorable, and his sporting anecdotes and strategies for personal and team eﬀectiveness translated particularly well given the venue. The afternoon event concluded with an interactive question and answer session before everyone was brought back together in the evening to enjoy a drinks reception and dinner. The ‘Champagne Moments’, and recognition that followed, neatly rounded oﬀ the day’s agenda, the perfect way in which to reward and celebrate success, as well as providing inspiration for the future. We hosted this year’s Managers’ Conference: ‘Accelerate for Growth’ at St George’s Park, the home to England’s national football teams. People and Culture Our Virtuous Circle is at the core of how Motorpoint operates. The Managers’ Conference is just one example of how we take every opportunity to engage with team members, reinforcing our core values and strengthening relationships across teams.”

Section 172(1) statement

Our stakeholders at the heart of our model

The Board has a duty to promote the long term, sustainable success of the Company and of the wider Group. The baseline duty is set out in section 172(1) of the Companies Act 2006, but in reality, it is broader, and the Board considers a wide range of statutory and other factors within its decision making process. Board decision making will always encompass:
* the likely consequences of any decision in the long term and the risks to the Group and its stakeholders;
* the interests and wellbeing of our people and the communities where we are present;
* the impact of our vehicles and business on the environment and the need to ‘decarbonise’;
* the Group’s relationships with its customers and suppliers;
* the importance of our reputation for integrity and high standards of business conduct; and
* the need to act fairly as between members of the company.

Motorpoint believes that a key mechanism in ensuring that it makes good long term and sustainable decisions is open, two way dialogue with all our key stakeholders. We believe that understanding the perspective and needs of our stakeholders is vital to the Group’s success. Good governance, our business ethics and integrity are essential to continue to be an attractive company for our investors, employer for our employees, partner for our suppliers and retailer for our customers. We have a code of conduct in place for all employees, which sets out our expectations for ethical behaviour and responsible decision making. We also have a dedicated customer care team that is focused on ensuring that our customers are satisfied with the service we provide. In addition to this, we have also established several community initiatives to support the local communities in which we operate. We recognise that our success as a business is closely linked to the wellbeing of the communities in which we operate, and we are committed to being a responsible, sustainable member of our local communities.# Section 172(1) statement

We regularly review our policies and procedures to ensure that they are in line with our obligations under section 172(1) and that they continue to effectively take into account the needs of all our stakeholders. This section 172(1) statement signposts in more detail some of the key ways in which we have engaged with stakeholders across the year ended 31 March 2025 and built confidence in the sustainability of their relationship with the Group. It should be read in conjunction with:

the Chair’s statement pages 10 to 11
the Chief Executive’s statement pages 12 to 15
the ESG report pages 24 to 36
the Chief Financial Officer’s review pages 48 to 51
the Risk landscape pages 52 to 66
the Governance report pages 70 to 116

20 Motorpoint Group Plc Annual Report and Accounts 2025 Strategic Report Governance Financial Statements

Section 172(1) statement continued

Engaging with our stakeholders

Engaging and understanding the needs of our key stakeholders has never been more important and is critical to the Board’s decision making.

| Stakeholder | Why we engage The long term effect Considering the Company’s cash generation across FY25 and the strength of the balance sheet, the Board believes there to be sufficient cash in the business to continue to fund ambitious organic growth alongside the share buyback programme.

Affected stakeholder groups

Investors
The share buyback will allow the Company to optimise its capital structure, thereby reducing the cost of capital and increasing shareholder value. Feedback from shareholders indicated positive support.

Financing partners and creditors
The Board considered the Company’s long term funding arrangements with its financing partners, and relationships with creditors in determining whether there was sufficient cash available to carry out the programme.

Motorpoint Group Plc Annual Report and Accounts 2025

Strategic Report

Governance

Financial Statements

Environmental, Social and Governance (ESG)

Acting responsibly, ESG is a core part of our identity

FY25 summary

An overview of the targets we set for the year recognising where we achieved our goals and where we still have progress to make. Page 25

Emissions data

The automotive sector is a significant contributor to greenhouse gas emissions, and we are committed to playing our part in reducing this impact. This section provides details of our SECR statement as well as a complete set of emissions across our Scope 1, 2 and 3 footprint. Pages 26 to 28

Waste management

Details of our waste management strategy, including our approach to reducing, reusing, and recycling waste. Page 26

Energy usage

We recognise the importance of minimising our use of natural resources and are dedicated to reducing our carbon footprint. This section provides data on our energy and water usage, as well as details of our initiatives to reduce our consumption and improve our efficiency. Pages 26 to 28

Social responsibility is a key component of our ESG performance, and we support our team members, customers, and the communities which we serve. This section provides details of our social initiatives, including our commitment to diversity and inclusion, community outreach, and employee wellbeing. Pages 29 to 33

Good governance is essential for building a sustainable, resilient business. This section provides an overview of our governance framework, including our approach to risk management, board composition and diversity, and ethical business practices as well as our TCFD aligned disclosures. Pages 34 to 36

Environmental
Social
Governance

Environmental, Social and Governance (ESG) is a core part of our identity, and we aim to be a business that takes every decision balanced with ESG consideration.

Environmental, Social and Governance (ESG) continued

Environmental

Total waste reduced (15.6)%
Total energy reduced (7.4)%²
Waste to landfill 0.9%¹

FY25 summary

This year, we set a goal to achieve a further 3.75% reduction in like for like energy usage including business travel, on a consistent square foot basis with last year. The goal is measured on tCO₂e per square foot vs FY24. This goal was directly linked to executive pay and has been achieved with a 4.9% reduction. We also set a target, as last year, to send less than 1.0% waste to landfill. Excluding the impact of the Derby renovation, we achieved this with only 0.9% of waste sent to landfill. However, including the renovation, this figure rose to 2.5%. We are currently reviewing waste management practices for future renovations to minimise landfill use. We are pleased with the progress made against the targets in the year and full details can be found on page 26. Continued focus on targeting like for like energy usage reduction aids us on our journey to net zero. Embedding these targets into our stores, offices and preparation centres is crucial to achieving energy efficiency, and during the year we partnered with store and preparation managers to look at ways in which energy usage could be reduced. Store, preparation centre and head office managers have oversight of environmental data and their relative performance against targets. Data analytics software shows heat maps of energy usage to support energy reduction actions. During FY25, we launched automated notifications for high or unexpected energy usage at our stores. We maintained a league table for stores to compare energy, water and waste data across all stores. Managers have performance targets for energy reduction through the impact on site profitability. We continue to monitor internal intensity ratio as a KPI for monitoring our emissions footprint. The metric is defined as our total Scope 1 and 2 and Business Travel, divided by the total floor area of the business (tCO₂e/floor area – sq ft). This metric helps us deliver more accurate like for like comparisons with previous years and is disclosed in our SECR statement later in this section. We continue to report against the recommendations of the Task Force on Climate related Financial Disclosures (TCFD); this year included a transition plan for the first time meaning we now report against all TCFD recommendations. In line with previous reporting, we continue to adhere to the SECR requirements. In FY25, the footprint of the business grew with the opening of our 21st store in Norwich. We also began work on an extensive modernisation of our Derby store which flooded in FY24. This gave us the opportunity to make Derby our store of the future, with investments made into the most energy efficient technology and capabilities. Also core to our ESG framework is the need to adapt to customers as buying trends move to favour more sustainable products. Whilst Electric Vehicles (EV) remain a relatively low proportion of stock held, we still expect increased demand for EVs in the future.

¹ excluding a one off refit event.
² on same space basis.

Waste management

During FY25, we continued to prioritise our efforts towards improving our waste management. Although we missed our landfill waste target due to significant renovation at our Derby store, we have reduced total waste by 15.6%, despite increased business activity. Excluding the impact of the Derby renovation, 0.9% of waste went to landfill which meets our target of 1.0%. We are engaging with our waste partners to implement improvement plans in respect of future renovations.

Total Waste figures	FY25	FY24
Total Waste	787.0t	932.3t
Kg Waste/sq ft	0.92	1.11
Percentage waste recycled	64.0%	66.6%
Percentage waste recovered	33.5%	33.2%
Percentage waste to landfill	2.5%	0.2%

Energy usage

This year we were delighted to achieve a 7.4% reduction in energy usage in kWh/sq ft terms. This represents the good work we have done across the business setting usage alerts which notify in real time if energy use increases above expectations allowing our sites to quickly minimise inefficiency.

Total electricity and gas usage	FY25	FY24	% change
Total Electricity kWh	5,190,717	4,890,069	6.1%
Total Gas kWh	2,758,279	3,528,537	(21.8)%
Total Energy	7,948,996	8,418,606	(5.6)%
kWh/sq ft	9.30	10.04	(7.4)%

¹ Restated from the prior year due to a miscalculation in automated meter reading data resulting in an understatement of the gas usage. This changed the Total Gas kWhs used from 2,870,695 to 3,528,537, the Total Energy figure from 7,760,764 to 8,418,606 and the kWh/sq ft from 9.26 to 10.04.

Emissions data

Greenhouse gas (GHG) emissions and reductions
As highlighted by our previous ESG materiality assessment, GHG emissions and reductions are high priority for the business. The increased data accuracy and reporting with regards to our energy usage directly corresponds to our GHG emissions, and as such we have been tracking our Scope 1 and Scope 2 emissions periodically to enable reporting at relevant forums such as the ESG Committee.

Streamlined Energy and Carbon Report (SECR) FY25
This report has been compiled in line with the March 2019 BEIS ‘Environmental Reporting Guidelines: Including streamlined energy and carbon reporting guidance’, and the EMA methodology for SECR reporting. All measured emissions from activities which the organisation has financial control over are included as required under The Companies (Directors’ Report) and Limited Liability Partnerships (Energy and Carbon Report) Regulations 2018, unless otherwise stated in the exclusions statement. The carbon figures have been calculated using the DESNZ 2024 carbon conversion factors for all fuels.

Lowering like for like energy consumption in support of sustainable growth.”

	FY25	FY24
Total energy use covering electricity, gas, other fuels and transport (kWh)	13,220,491	13,596,613
Scope 1 emissions generated through combustion of gas (tCO₂e)	505	646
Scope 1 emissions generated through use of transportation (tCO₂e)	1,143	1,128
Scope 2 emissions generated through use of purchased electricity (tCO₂e)	1,075	1,013
Scope 3 emissions generated through business travel (tCO₂e)	99	120
Total Scope 1 and 2, Business travel (tCO₂e)	2,822	2,907
Intensity ratio – Total Scope 1 and 2, Business travel (tCO₂e/ Floor Area – sq ft)	0.00330	0.00347

Note: Disclosures above are aligned with the SECR minimum mandatory requirements for quoted companies: global Scope 1 emissions from combustion of gas/fuel for transport purposes and global Scope 2 emissions from purchased energy. Additional disclosure of Scope 3 emissions from business travel or employee owned vehicles is included. Motorpoint Plc operates within the UK only.

¹.# Environmental, Social and Governance (ESG) continued

Restated from the prior year due to a miscalculation in automated meter reading data resulting in an understatement of the gas usage. This changed the total energy use from 12,938,771 to 13,596,613 and therefore the Scope 2 emissions generated through combustion of gas (tC0 2 e) from 525 to 646 and the Intensity ratio from 0.00332 to 0.00347. This restatement had no impact on the executive bonus calculation as the prior year reduction was still above the target. Our SECR reported emissions for Scope 1 and 2, Business Travel decreased 2.9% from 2,907 tCO 2 e in FY24 to 2,822 tCO 2 e in FY25. On an intensity basis, taking into account the portfolio size of the business, our emissions intensity decreased by 4.9% from FY24 to FY25. Our relative footprint decrease for combustibles and purchased energy in Scope 1 and 2 reflects the success of our site business partnering, working with managers to continue to find ways to reduce gas and electricity usage.

Scope 3 emissions

Our focus has been on the emissions from our direct operations under Scope 1 and Scope 2 of the GHG protocol. While these emissions are more directly under our control, they offer only a footprint portion, as opposed to the emissions of our entire value chain under Scope 3. Scope 3 emissions have increased year on year by 65.0% which is largely driven by the ‘use of sold products’ category. This reflects a significant rise in average annual mileage as individuals return to in person work, alongside increased sales volumes and a changing stock profile. This category makes up 96.1% of Scope 3 emissions and other movements between Scope 3 categories were immaterial year on year. There are a total of 15 categories defined by the GHG protocol for Scope 3. Of these 15 categories, we have established that nine additional areas not in our SECR reported emissions above are relevant to Motorpoint’s value chain. Based on these categories, we have calculated our emissions using the most appropriate method with the data available to us, recognising that reliable data for Scope 3 is a challenge and we are on a journey to improving our understanding in this area. Particular focus was put towards the calculation of emissions from products sold, as this category makes up the majority of our entire footprint across Scope 1, 2 and 3. For categories less material to the business due to their reduced totals of tCO 2 e, we have calculated them using a range of industry accepted data and estimates. A full breakdown of our category justification and calculation methods can be found on our website.

Environmental, Social and Governance (ESG) continued
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Motorpoint Group Plc Annual Report and Accounts 2025
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Financial Statements

Motorpoint Scope 1, 2 and 3 emissions

	FY25	FY24
Total Scope 1 emissions	1,648	1,774
Total Scope 2 emissions	1,075	1,013
Scope 3 emissions
Category 1 Purchased Goods and Services	12,581	12,111
Category 2 Capital Goods	1,346	1,136
Category 3 Fuel and Energy	417	120
Category 4 Upstream Transportation	8,116	6,731
Category 5 Waste	133	215
Category 6 Business Travel	99	120
Category 7 Employee Commute	502	395
Category 8 Upstream Leased Assets	N/A	N/A
Category 9 Downstream Transportation	278	174
Category 10 Processing of Sold Products	N/A	N/A
Category 11 Use of Sold Products	587,157	349,069
Category 12 End of Life Treatment of Products	N/A	N/A
Category 13 Downstream Leased Assets	N/A	N/A
Category 14 Franchises	N/A	N/A
Category 15 Investments	N/A	N/A
Total Scope 3	610,629	370,071
Total Scope 1, Scope 2 and Scope 3 emissions	613,352	372,858

Restated from the prior year due to a miscalculation in automated meter reading data resulting in an understatement of the gas usage, as noted previously.

Progress against targets:

Our targets for FY25 were to:
* reduce our intensity ratio of total Scope 1 and 2 and business travel divided by the total floor space of the business (tCO 2 e by sq ft) by 3.75%; and
* achieve less than 1.0% waste to landfill.

We are pleased with our progress in the year in respect of Scope 1 and 2 emissions and business travel achieving a 4.9% reduction year on year based on tCO 2 e/sq ft. Excluding the one off refit, we achieved our waste to landfill objective.

Environmental, Social and Governance (ESG) continued
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Environmental, Social and Governance (ESG) continued

Social
Promotions	88
compared to 61 in FY24
“Excellent Employee Experience”	3
Employee Engagement (WorkL)
Team members	790
Long Service Awards	62
Spread across 5, 10, 15 and 20 years’ service awards
Sunday Times Top 115 best big places to work 2025

From the very beginning Motorpoint has been a people focused business – and our team members have always been at the heart of our business model and our Virtuous Circle. We have always stood up to be the Car Buyer’s Champion, making sure our customers can buy a quality nearly new car with no hassle from a trusted business that does things in the right way. Then there are the communities that we work within. Wherever we do business, we want to bring high quality employment to the community through our team members and their families, but more than that we want to be a positive force for good, helping those less fortunate, supporting those starting out in life, facilitating opportunities and generally making sure that wherever we trade, the community is a better place for having Motorpoint nearby.

Health and safety

The Board recognises that the highest levels of safety are required in order to protect our employees and customers. The Board believes that all incidents and injuries are preventable, and that all employees have the right to expect to return home safely at the end of every working day. The Board requires that the Group systematically manages its health and safety hazards, sets objectives and monitors progress by regular measurement, audit and review. Regular health and safety summaries are prepared and shared with the Board. Managers and supervisors across all levels in the Group are responsible for managing the health and safety of their teams as part of promoting and embracing a positive health and safety culture. The Board emphasises the importance of individual responsibility for health and safety at all levels of the organisation, and expects employees to report potential hazards, to be involved in implementing solutions and to adhere to rules, procedures and Group policies. A key element in the continuous improvement of health and safety management is sharing best practice and lessons learnt from incidents across the Group and the wider industry. Accidents, incidents and near misses are investigated, with actions generated to prevent recurrence. To embed health and safety practices in the wider workforce, we ensure that all our employees receive health and safety training modules as part of a two year training cycle. Completion is monitored centrally and late completers are notified to their line manager on a monthly basis.

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Environmental, Social and Governance (ESG) continued

Our people

Our people have always been the heart of our business. Our achievements this year can be attributed to our talented teams who worked in line with our values and demonstrated high levels of resilience. Our people have made sure that our customers have continued to receive industry leading service as demonstrated by Trustpilot; our preparation teams have looked after thousands of cars, ensuring that there’s no car like a Motorpoint car; and at Head Office, our teams have supported the wider business and embedded key processes, and embraced technology, to enable our operational teams to deliver a seamless customer experience. Our approach to developing a high performing and inclusive culture is achieved through a number of initiatives and is explained on the following pages.

Our values

We are proud We are proud of what we do, how we do it and the people who make it happen – we stand out from the crowd and are proud to work as part of Team Motorpoint.
We are supportive We have a One Team ethos and understand that together we achieve more. We are a united team focused on a common goal and vision and will always help our customers and colleagues alike #drivingdreams®.
We are happy We enjoy what we do and we show it – a smile is contagious and our teams wear them naturally with pride. A happy team makes for a better working environment which in turn translates to a great customer experience.
We are honest We speak the truth and give honest feedback at all times; this applies to our teams, investors and customers. Courage and honesty are the vehicles for positive change and Team Motorpoint has embraced this.

Diversity, Equity and Inclusion

It is important to us that all of our team members are proud to work at Motorpoint. To enable this, we want to make sure that there is respect for diﬀerence and there is true inclusion at every level of our workforce, and for our customers. We expect everyone to be welcomed and treated equitably by having the same chance of success whoever they are, whatever they do and wherever they are from. We recognise that Diversity, Equity and Inclusion is a key enabler to achieving our strategic goals. A diverse, equitable and inclusive culture gives us a competitive advantage to recruit the best talent, and we believe that diﬀerent perspectives allow us to make more rounded decisions that are reflective of the environment in which we operate and the customers that we serve. We ensure that our Diversity, Equity and Inclusion commitments are weaved into all of our decision making processes, making sure that Motorpoint is a place where everyone feels valued, respected, and supported to be their best – creating role models who display our values to each other and to our customers.# Motorpoint Group Plc Annual Report and Accounts 2025

Strategic Report

Governance

Financial Statements

Our approach to Diversity, Equity, and Inclusion

Our Diversity, Equity and Inclusion strategy comprises of five core commitments:

Our commitments

As a Senior Leadership Team, we will lead by example
We will create an inclusive culture
We will attract, retain and develop a diverse Motorpoint team
We will create more diverse voices around the senior leadership table
We will create more customer and community connectivity

Measuring the impact of our commitments to Diversity, Equity and Inclusion

To ensure that we can measure the progress and impact of our Diversity, Equity and Inclusion strategy we now collate key data from our new team members when they join the business. All team members are asked about their sexual orientation, ethnic background and any disabilities as part of their onboarding journey. We also collated this information from all of our existing team members. People are given the option as to whether they wish to partake or not. This means that we can appropriately measure the impact of key initiatives, through employee engagement surveys, ethnicity pay gap measurements and identify where we have clear gaps in our teams.

With respect to recruitment, we have anonymised all CVs on our applicant tracking system to remove any demographic data, such as gender, age, sex or ethnicity to ensure that all candidates are assessed solely on their skills, qualifications and experience.

Gender Pay Gap

The Gender Pay Gap is the difference between the average pay of men compared to the average pay of women and is expressed as a percentage difference. In calculating these figures, the mean figure is a sum of the hourly pay rates for all women in the organisation divided by the total number of women. We then repeat the process for men and the pay gap is the difference between the two. The median gap is calculated by listing the hourly pay rates for each of the two groups and taking the middle amount (the median). We then subtract the median figure for the women’s group from the men’s, divide it by the men’s median hourly pay rate and multiply by 100 to get the percentage.

	Mean	Median
Total Pay Gap	3.6%	4.7%
Salary Pay Gap	(11.0)%	3.5%
Bonus Pay Gap	55.8%	18.8%

We are pleased to report that our Gender Pay Gap, for the reported period, has reduced since our last report. This has been a year on year trend and one we will continue to focus on. The median pay gap has reduced from 18.1% last year to 3.6%. This is attributed to the fact that more females hold leadership and higher paid positions within the business, which is a positive step forward towards closing the Gender Pay Gap at Motorpoint. This is also the case when looking at our salary only data where we see a positive sway to females with a (11.0)% gap, compared to a (1.8)% gap last year. The opposite is true when looking at the bonus gap, since the majority of the workforce in lower salaried roles are male and these roles qualify for larger bonuses.

What drives the Gap?

There is a continued perception that the motor trade is a male orientated industry and at Motorpoint we find that this, alongside the lack of female representation in our commission based roles and a low female to male ratio in our upper quartile, are the reasons why we have a gap in gender pay.

All roles at Motorpoint are eligible for a performance related bonus which means that the vast majority of our team received a bonus in the last 12 months, irrespective of their gender.

Environmental, Social and Governance (ESG) continued

The Welcome Day was really good, I really enjoyed it. There were a lot of interactive activities, which was a great way to get to know colleagues from different areas of the business, people that I wouldn’t usually come into contact within my role so this was great. The escape room was brilliant, this had been well thought out and definitely brought the sense of fun to the Welcome Day.” IT Head office, Derby.

The bonus pay gap which we have reported can be related to the gender split across the quartiles, especially in the upper and upper middle quartiles, where bonus is relative to base salary and where fewer females occupy the highest earning roles.

	Male	Female	Male %	Female %
Senior Leadership	8	2	80.0%	20.0%
Leadership	35	11	76.1%	23.9%
Manager	48	28	63.2%	36.8%
Team member	449	122	78.6%	21.4%
All employees	540	163	76.8%	23.2%

The Gender mix table sets out our gender breakdown at various levels in the Company, including the breakdown for all employees, based on the 703 individuals employed as at 5 April 2024, the date at which the Gender Pay Gap was assessed. Details of our diversity at Board level, including gender, can be found in the Nomination Committee report on page 82.

Supporting our team

At Motorpoint, we believe that the combination of our focus on driving dreams, robust ESG credentials and our people and culture, not only differentiates us from our peers but also gives us a competitive advantage. We believe that Motorpoint is an amazing place to work but we constantly strive to become an even better place to work. The Virtuous Circle is at the very heart of the way we do business as we genuinely believe that if we get it right for our team members, then they will get it right for our customers and that will create stronger performance for all our stakeholders.

We are proud to have been recognised in the Sunday Times Top 115 best big companies to work for in 2025. To ensure that we maintain our focus on team member engagement and genuinely live our values Proud, Happy, Honest, Supportive and Together, we undertake a wide range of team member focused activities, some of which are as follows:

In January 2025, we completed our first external Happiness Survey with WorkL which recognises organisations who have consistently high levels of employee experience and wellbeing in the UK. We achieved a 90% response rate from across the business with an overall Happiness score of 83%, which is measured as excellent. WorkL believe that individuals who feel they have more power over their working life, wellbeing and environment will take more responsibility for the success of their employer. This survey has a six step approach to measuring the overall satisfaction in the following areas:

Reward & Recognition
Information Sharing
Empowerment
Wellbeing
Instilling Pride
Job Satisfaction

We are extremely proud to report that we scored ‘Good’ in the first area and ‘Excellent’ in the further five areas. The survey also gives focus to Confidence in Management and Diversity & Inclusion and again our results in these areas were measured as ‘Excellent’.

Learning and Development (L&D)

Our team members are the start of our Virtuous Circle. We ensure that all team members are equipped with the skills and knowledge to perform their roles to the best of their ability to enable us to deliver an outstanding customer

Listening to our employees

Employee voices are important to us and we run engagement surveys regularly. This year, we ran our BeHonest Survey; we also ran a pulse survey in relation to our recognition schemes and as a result we updated our popular employee scratch cards with new prizes which are used for peer to peer recognition across the business. Of course, the important thing about an engagement survey is the actions that you take as a result of the feedback, and at Motorpoint all areas of the business are expected to create an action plan based on their team feedback and are measured on delivery against those plans.

Our CEO is keen to hear feedback from all levels across the business and regularly holds ‘Happy Hour’ sessions, whereby team members can attend to ask questions and discuss areas for improvement across the business. The Senior Leadership Team (SLT) spend a significant amount of time in stores speaking to team members at all levels. They hold regular ‘Ask me Anything’ listening sessions obtaining feedback from team members face to face in our stores and preparation sites across the country, helping us understand the issues faced and driving action to make improvements to our team member experience.

experience. To further enhance our talent attraction strategy, we have developed our career pathway model and ensured that we have the tools and resources in place to develop our teams’ careers. At Motorpoint, we ensure that our L&D strategy provides an equitable opportunity for our team to develop and ultimately, progress in their careers. Alongside this, we offer a number of personal development courses for our teams to enhance their skills, not only in the workplace but also in their lives. We regularly review and refresh the content of our Learning Management System to ensure that our teams have access to up to date e-learning courses that they can access at a time to suit them. We have focused on the development of our leadership teams throughout the year.# Motorpoint Group Plc Annual Report and Accounts 2025

Strategic Report

Governance

Financial Statements

Environmental, Social and Governance (ESG)

Wellbeing

The wellbeing of our team members has always been important to us at Motorpoint. Happy and Supported are two of our values and our focus on the Virtuous Circle means we are naturally concerned about how our colleagues are feeling – emotionally, physically, mentally and financially. We have invested in mental health first aid training and have made it compulsory for all managers in the business to be trained, as well as training further team members in each of our sites to be able to offer support locally when needed.

Our One Big Dream scheme gives the gift of time and flexibility, and allows an individual to take time out, once a month, fully paid, to do something that matters to them. In FY25, we offered over 8,435 hours of additional paid time off as part of this scheme. We only ask that employees do something that will genuinely drive their happiness. This benefit has received immensely positive feedback and has been used across an array of activities. The diversity of people’s selection demonstrates just how important it is to apply the flexibility to our employee benefits in order to have a real impact on personal wellbeing. We also give extra leave for birthdays, moving house and getting married.

Of course, one of the best ways to ensure our team members’ wellbeing is to provide high quality jobs that reward people well, providing fulfilling and enjoyable work in a supported environment with high quality leadership. This provides opportunities to grow and develop personally and professionally, and that brings us all the way back to the Virtuous Circle and our Motorpoint values.

We continue to partner with Sovereign Healthcare to provide a 24 hour employee assistance programme for our team members. This provides a counselling hotline for team members with issues across a wide range of subjects that may be impacting their lives and gives potential access to face to face counselling if required. We also provide financial support via Sovereign Healthcare to all team members for key health treatment including optical support, physical therapy and dentalcare.

To further support our team, we have also partnered with Retail Trust who have been caring for and protecting the lives of people working in retail for a number of years. Retail Trust offers a dedicated wellbeing helpline, and financial aid is also available through the Retail Trust to support those facing the challenge of financial hardship due to a range of circumstances.

Our benefits’ platform My M.O.T (Motorpoint Offers and Treats) provides our team members with access to a wealth of information and practical resources to assist them with financial and physical wellbeing. The platform also provides team members with discounts for hundreds of retailers.

Motorpoint in the community

This year, we have continued to support and encourage our teams to give something back to their local communities. Charity fundraisers have taken place across stores and at head office, involving bake sales, a dragon boat race, as well as supporting individuals taking part in events such as the London Marathon and a hike across the Pennines.

Governance

Our governance extends beyond conventional governance frameworks, providing visibility and accountability to stakeholders over ensuring businesses have sustainable practices to drive long term value creation. We are committed to ensuring that our practices are both appropriate and sustainable in today’s fast evolving business landscape.

Whistleblowing

We operate a confidential whistleblowing hotline which is available for all of our team and our suppliers, to give them the opportunity to raise any issues about dishonesty or malpractice within Motorpoint. The results of which are independently collated and submitted to the Risk and Compliance Committee. The Company Secretary reports regularly to the Audit Committee and the Board on whistleblowing matters.

Anti bribery and corruption

Motorpoint has a zero tolerance policy in respect of bribery and corruption and our anti bribery policies and anti money laundering policies are routinely communicated to all employees. This extends to all business dealings and transactions, and includes a prohibition on offering or receiving inappropriate gifts or making undue payments to influence the outcome of business dealings. Employees are required to disclose offers of gifts, hospitality or other incentives with a value of more than £100. All employees receive communication of the relevant policies as part of the onboarding process and new versions are sent out if updated. The Group does not make political donations.

Treating Customers Fairly

Treating Customers Fairly (TCF) is a regulatory requirement and applies to all regulated firms in the conduct of their business. The Financial Conduct Authority (FCA) regards fair treatment of customers by firms as a key part of FCA regulation in the retail market. TCF is a core foundation of delivering our retail proposition of Choice, Value and Quality, and is thereby fundamental to delivering long term business value.

To this end, the Board has reviewed and maintained our Treating Customers Fairly and Vulnerable Customers policies. Through concerted focus, TCF has become an integral part of the culture and is subject to frequent and rigorous scrutiny within all forums that consider, inter alia, customer facing processes, employee remuneration, and product selection. We are committed to delivering the best possible service to our customers, with objectives across the business reflecting this aim.

In particular, the following business areas are under constant review to ensure alignment with Motorpoint’s business model, customer requirements and the regulatory environment:

marketing practices, including promotional material
sales processes, whether on site, via the contact centre or digital
customer communications
record keeping
complaints handling

A review and reporting environment has been developed to ensure that Motorpoint’s high expectations are met, and that all systems, people and processes are supported to achieve our TCF objectives, including via:

qualitative quality controls, such as aftersale customer interviews and mystery shops
quantitative quality controls, such as cancellation rates for products within their cooling off period
ongoing training and support for our team, including personalised and scheduled refresher training

Commission Disclosure

On 11 January 2024, the Financial Conduct Authority (FCA) announced a section 166 review of historical motor finance commission arrangements and sales, and planned at that time to communicate a decision on next steps in the second half of 2024 based on the evidence collated in the review. The FCA indicated that such steps could include establishing an industry-wide consumer redress scheme and/or applying to the Financial Markets Test Case Scheme, to help resolve any contested legal issues of general importance.

Since the ruling on 25 October, the Group altered its selling processes to comply with new requirements from its lenders, which includes upfront full commission disclosure. Following this change there has been no material change in finance take up among our customers.

The Group is not directly involved in the selling of finance products to consumers; instead it refers consumers to third parties who administer and are responsible for the finance product themselves. The Supreme Court met in April 2025 to hear the appeal on this case and their decision is awaited.

Human rights

Motorpoint conducts business in an ethical manner and adheres to policies which support recognised human rights principles. We continue to address the risks of modern slavery and human trafficking, with the Board debating and adopting the annual Anti Slavery Statement and raising awareness of the risks across the business. We work with our suppliers to protect workers from abuse or exploitation by communicating to them the terms of our Anti Slavery Statement and request their adherence to our policy.# Environmental, Social and Governance (ESG)

The Consumer Duty

The Consumer Duty is a suite of regulations introduced by the FCA that set a higher standard for the treatment of consumers using financial services and products. The duty requires firms to put their consumers’ interests first, making it easier for them to make decisions in their best interests and receive good outcomes. The duty sets an overarching principle, cross cutting rules and requires implementation across four key outcomes. Below is an outline of the duty and a description of how Motorpoint governs its ongoing compliance with the duty.

| Area | Description 1. "Acting in good faith" (e.2. "Avoiding foreseeable harm" (e.3. "Supporting consumers in achieving their financial objectives" (e.g. providing a straightforward method of cancelling a product should it be in the customer’s interest to do so).

| Area | Description # Motorpoint Group Plc Annual Report and Accounts 2025

Strategic Report

Governance

Financial Statements

Task Force on Climate related Financial Disclosures (TCFD)

continued

Skills and competencies

The Board has sufficient expertise and experience in climate change to oversee the governing of climate related risks and opportunities. The Chair of the ESG Committee has sufficient experience in ESG and climate change. All new Directors have a balanced induction and skills review including experience in ESG and climate change. The Non Executive Director and Chair of the ESG Committee shares experience with other Directors and management.

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

Management’s role is to ensure that the day to day management of climate related risks and opportunities are delivered alongside the overarching Group strategy. The CFO has ownership of the sustainability strategy and climate related risk register. The CFO is supported by the Head of Risk and external consultants to measure and report on GHG emissions, including Scope 3 emissions. The finance function also provides assessments of the financial impact of the Group’s climate related risks and opportunities. Store, preparation centre and head office managers have oversight of environmental data and their relative performance against targets. Data analytics software shows heat maps of energy usage to support energy reduction actions. During FY25, we launched automated notifications for high or unexpected energy usage at our stores. We maintained a league table for stores to compare energy, water and waste data across all stores. Managers have performance targets for energy reduction through the impact on site profitability. All the Group’s functions are responsible for implementing risk management practices as defined in the risk management framework, including in relation to climate related risks and opportunities. The CFO owns the risk register and is supported by functional management to implement mitigation strategies. For example, operations have supported with the development of emergency response plans. Management reports into the Risk Committee. Our climate change strategy is underpinned by our desire to reduce the carbon we produce significantly. In addition, we ensure climate related risks are managed within our risk appetite and opportunities are identified and maximised. Our commitment to ESG, particularly climate related issues, is a key consideration in all decisions made at Motorpoint.

Strategy pillar

a) Describe the climate related risks and opportunities the organisation has identified over the short, medium, and long term

The risk management pillar explains the process undertaken to identify climate related risks and opportunities. The climate related risks and opportunities have been identified across short, medium and long term time horizons.

Short term

Next three years (2028)
The short term period impacts our immediate business strategy and financial planning

Medium term

2028 to 2035
The medium term period covers our medium term strategy including targets for the 2030 estate. We expect there to be a significant adoption of electric vehicles (EVs) over this period due to the zero emission vehicle mandate

Long term

Beyond 2035
The long term period includes our longer term carbon reduction target date. As we offer nearly new cars, a significant amount of our sales will be from EV beyond 2035

The risk and opportunity tables describe the climate related risks and opportunities identified over the short, medium, and long term. Section c) of the strategy pillar explains the climate scenarios we have considered to determine which risks and opportunities could have a financial impact across the timelines. Motorpoint operates in one sector and is a UK based business. The risk identification considers all areas of the business. Risk grading is consistent with the wider Group. The minimum risk recognition limit for a low risk is greater than 0% chance of crystallisation and a 2% of greater impact on key financial targets specific to the risk. The dynamic risk scoring considers likelihood and impact before mitigations. The climate scenario analysis has been presented using two scenarios:

Net zero emissions by 2050 (NZE): A below 2°C scenario
Stated policies scenario (STEPS): Warming above 2°C expected

As shown on the table on page 43, we have modelled a range of Representative Concentration Pathways (RCPs) to understand our exposure to physical climate risks, including RCP 2.6, 4.5 and 6.0.

Dynamic risk scoring

| Risk | Risk area | Climate scenario with greatest impact | Risk description # Strategic Report Governance Financial Statements

Task Force on Climate related Financial Disclosures (TCFD) continued

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

During the year, we undertook an exercise as part of our financial planning to assess future cash flows across multiple climate scenarios. The assessment ensures climate related risks have been incorporated into the assessment of impairment reviews. The findings from this work are included in section C of the strategy pillar. There is no significant risk of impairment to our future operating model assets or any short term risk identified indicating a possible impairment over assets. There are no current impacts on access to capital or investment into research and development. Our strategy is to improve the energy efficiency of our estate as we offer lower emission vehicles to customers. This year we engaged with our landlords to explore and quote for solar installations at two of our sites. Following the flooding at our Derby store in the prior year we have continued to develop our emergency response plans and review existing and future site locations for their flood risk. Additional insurance costs have been modelled in our scenario analysis.

c) Describe the resilience of the organisation’s strategy, taking into consideration different climate related scenarios, including a 2°C or lower scenario

Approach to scenario analysis

We have considered different climate related scenarios, including a 2°C or lower scenario to assess our resilience of our strategy. We have used a combination of data sources to make this assessment including the International Energy Agency (IEA) scenarios’ net zero emissions by 2050 and stated policies. We have used our target operating model for 2030 which assumes medium term growth goals and an increase in footprint.

Motorpoint Group Plc Annual Report and Accounts 2025 Strategic Report Governance Financial Statements

Task Force on Climate related Financial Disclosures (TCFD) continued

| Net zero emissions by 2050 (NZE) # Task Force on Climate related Financial Disclosures (TCFD)

Governance

a) Describe the board’s oversight of climate-related issues.

In response to this risk, we have developed business continuity plans considering local site knowledge. Three sites are at higher risk of sea level rise by 2050. This is a longer term risk and we will continue to monitor our estate portfolio and assess new site locations for exposure to physical risks. informed by the ESG Committee, who also meet quarterly. The involvement of the ESG Committee ensures there is sufficient skills and experience to identify and assess climate related risks. A separate climate risk register is maintained. We reviewed the risk register as part of the annual TCFD process, with impact ratings reassessed because of the scenario analysis performed. All climate related risks and opportunities are mapped to principal risks within the climate risk register. We have also included risks that are no longer considered or are emerging risks within the register.

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

Motorpoint responds to risks through planning future actions based on the current risk assessment and the target risk level, in line with risk appetite. The ESG Committee meets quarterly and oversees the ESG strategy. This includes ensuring Motorpoint achieves carbon reduction targets and wider environmental goals. This is supported by the finance function who is responsible for monitoring data, supported by external consultants.

44	Motorpoint Group Plc Annual Report and Accounts 2025	Strategic Report	Governance	Financial Statements
Task Force on Climate related Financial Disclosures (TCFD) continued

Ongoing management of risks is performed in line with our risk management framework. Where assessed to be above minimum risk recognition limits for a low rated risk (greater than 0% chance of crystallisation in the time horizon considered and 2% or greater impact on key financial targets specific to that risk) and outside of appetite, steps are taken to agree mitigating actions to bring the risk exposure to within appetite. This also provides a framework to prioritise climate related risks. All the climate related risks identified in the climate risk register are related to the Group’s principal risks, which have their own controls and mitigating activities. Details on mitigating activities for the Group’s principal risks are held within the principal risks and uncertainties (PRUs) database. Climate change and the environment is one of the principal risks.

c) Describe how processes for identifying, assessing, and managing climate related risks are integrated into the organization’s overall risk management

Our process to identify, assess and manage climate relatedrisks is fully integrated into the overall risk management process.The thresholds for minimum risk register for the overall risk management is up to three years. The climate risk register considers short, medium and long term time horizons. Risk measurement and assessment is defined in the risk management framework and all of our climate related risks were assessed in line with the defined criteria for assessing emerging risks to the business in the risk management plan. Our risk management framework states that risks are managed on an integrated basis throughout our organisation and as such, function level risk registers were updated during the year to ensure consideration of new and emerging risks, including climate related risks, where appropriate. There are clear escalation routes in place from the functional management to the Risk Committee.

45	Motorpoint Group Plc Annual Report and Accounts 2025	Strategic Report	Governance	Financial Statements
Task Force on Climate related Financial Disclosures (TCFD) continued

Risk or opportunity	Metric	Use
Risk: Increased costs from increased demand of energy usage at branches due to charging of EVs and offering charging services to customers	GHG emissions (CO 2 Scope 1 and 2) as disclosed in the SECR statement	Key Performance Indicator and disclosed as part of SECR (See page 27)
Opportunity: Increased opportunity to have more sustainable footprint through investments in renewable energy generation, and energy efficiency measures	Intensity Ratio as disclosed in the SECR statement	Key Performance Indicator and disclosed as part of SECR (See page 27)
Risk: We may not be able to reach net zero without offsetting due to certain Scope 3 categories (emissions from vehicles sold or logistics)	Absolute Scope 3 emissions	External reporting on Scope 3 emissions (See pages 27 and 28)
Risk: Extreme weather events could lead to site and inventory damage	Insurance premiums	Key risk indicator to monitor the financial impact of extreme weather events
Opportunity: To take market share by being a leader on zero emission vehicles achieved through a diversified product acquisition strategy	Market share of nearly new zero emission vehicles	Internal key performance indicator to monitor climate related opportunities supporting the low carbon economy

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

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

The Scope 1, 2 and Scope 3 greenhouse gas (GHG) emissions are included in the SECR disclosure on pages 26 to 28. The methodology used to calculate the greenhouse gas emissions is aligned to the GHG Protocol and is included in the SECR disclosure. We have not obtained limited assurance over our Scope 1 and 2 greenhouse gas emissions but expect to do this in the future to ISAE 3000 standard.

	FY25	FY24	%
Total Scope 1 and 2, Business Travel (tCO 2 e)	2,822	2,907	-2.9%
Intensity ratio – Total Scopes 1 and 2, Business Travel (tCO 2 e/Floor Area – sq ft)	0.00330	0.00347	-4.9%

Restated from the prior year due to a miscalculation in automated meter reading data resulting in an understatement of the gas usage. This changed the total scope 1 and 2 and business travel emissions from 2,786 to 2,907. We achieved our ambitious target to reduce emissions on an intensity basis of 3.75% a year, achieving a 4.9% reduction. This was due to the success of our business partnering activity; working with managers to find ways to reduce gas and electricity usage despite the increase in number of vehicles prepared and sold. Scope 3 emissions from business travel also reduced in the year. We have reported on nine additional areas not in our SECR reported emissions that are relevant to our value chain.

	FY25	FY24	%
Total Scope 3	610,629	370,071	65%

Metrics and targets

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

The Group monitors metrics to assess the impact of climate related risks and opportunities. Some of the metrics are internally monitored as part of the risk management process. The ESG Committee monitors metrics and targets to provide oversight and governance. The finance function supports the day to day management of the metrics and targets and to aid the financial review of climate risks. The metrics have been mapped to our risks and/or opportunities because they help us understand our impact in areas of strategic importance. The Executive Directors’ annual bonus has a 5% weighting to the reduction of Scope 1 and 2 emissions against the previous year.

46	Motorpoint Group Plc Annual Report and Accounts 2025	Strategic Report	Governance	Financial Statements
Task Force on Climate related Financial Disclosures (TCFD) continued

Strategic ambition	Target date	Progress achieved at March 2025	Measures	Key assumptions and dependencies
Reduce Scope 1 and 2 and business travel emissions intensity Year on Year		Achieved 4.9% (2024:10.3%) 1	Total Scope 1 and 2, Business Travel (tCO 2 e/Floor Area – sq ft)	The grid continues to decarbonise and increase the availability of clean energy.
Send less than 1% of waste to landfill	Ongoing	In progress 2.5% (2024:0.2%)	Total waste sent to landfill/Total waste	Waste partners develop methods to recycle/ reuse batteries from Electric Vehicles at a larger scale.
Reduce Scope 3 carbon intensity per retail vehicle	2035	New	Total Scope 3 category 11emissions/ Retail vehicles sold against a 2025 baseline by 70%	Manufacturers meet their obligations under the UK government ZEV mandate which requires all new vehicles sales to be zero emission by 2035 and 80% by 2030. Motorpoint is only able to source vehicles available in the used market. Motorpoint by 2035/40 only sells retail vehicles up to five years old.
Reduce Scope 3 carbon intensity per retail vehicle	2040	New	Total Scope 3 category 11 emissions/ Retail vehicles sold against a 2025 baseline by 100%

Restated from the prior year due to a miscalculation in automated meter reading data resulting in an understatement of the gas usage. This changed the FY24 Intensity ratio from 0.00332 to 0.00347 and thus the FY24 reduction achieved from 14.2% to 10.3%, this had no impact on the executive bonus calculation as the prior year reduction was still above the stretch target.

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

In FY25, we developed our first detailed climate transition plan aligned with TCFD requirements and the Paris Agreement, modelling how we will achieve the Government’s net zero commitment by 2050. The plan forecasts emissions to 2050, using the scenarios disclosed on page 43, and has guided the setting of our strategic climate goals. We have rebased our targets on FY25 actuals to ensure comparability in future reporting. Our primary focus is reducing Scope 1 and 2 emissions intensity annually, measured as tCO 2 e per square foot of business floor space.# Motorpoint Group Plc Annual Report and Accounts 2025

Strategic Report

Governance

Financial Statements

Group financial performance headlines

We experienced strong retail volume growth of 13.9% with 59.9k vehicles sold (FY24: 52.6k) and significantly outperformed the used car market. Growth was supported by some easing of economic headwinds. Revenue increased to £1,173.1m (FY24: £1,086.6m). Gross profit was £90.8m (FY24: £73.1m). Gross margin improved in the year to 7.7% (FY24: 6.7%). Increased metal margin (the difference between selling and buying price of a vehicle), through use of data and improved stock management, and ancillary product performance, offset the impact of lower finance commissions. Finance attachment rates influenced by higher cost of finance. Operating expenses (before the exceptional items which were incurred in FY24) increased by 7.1% to £78.1m (FY24: £72.9m), largely reflecting a rise in headcount to keep up with demand driven by the growth in retail sales and general inflation, along with the part year costs of an additional store. There were no exceptional items in FY25 (FY24: Net exceptional items before taxation £(2.2)m).

Strong revenue growth and return to profitability. Cash generation allows continued returns to shareholders

Profit before taxation improved to £4.1m (FY24: Loss before taxation £(10.4)m). Finance costs reduced moderately to £9.4m from £9.8m in FY24. Cash remained in a good position, supported by a return to profitability, and despite the completed share buyback programme, which resulted in a total cash cost of £4.7m in the year, and the purchase of shares to satisfy Employee Benefit Trust (EBT) obligations of £3.8m. Significant cash was also incurred on the expansion of our original Derby site, including the purchase of the freehold and surrounding land (£4.7m). Cash at 31 March 2025 was £6.6m (31 March 2024: £9.2m), and this reduction was further influenced by high levels of vehicle purchasing towards the end of the month to satisfy demand (there is a short delay while stock finance is secured against the purchase).

The financial statements as at 1 April 2023 and at 31 March 2024 have been restated to reflect the impact of a misstatement in the previous years’ financial statements. Specifically, the restatement corrects an understatement of right of use assets and lease liabilities for the periods mentioned. As a result, both right of use assets and lease liabilities have increased by £2.3m as at 1 April 2023 and both have increased by £0.3m as at 31 March 2024. This resulted from the receipt of back date rent review invoices. There is no restatement required to the statement of comprehensive income.

	Retail customers		Wholesale customers		Total
	FY25 £m	FY24 £m	FY25 £m	FY24 £m	FY25 £m	FY24 £m
Revenue	1,028.4	931.1	144.7	155.5	1,173.1	1,086.6
Gross profit	80.0	64.3	10.8	8.8	90.8	73.1

Financial review

Trading performance

The Group has two key revenue streams, being (i) vehicles sold to retail customers via the Group’s stores, call centre and digital channels, and (ii) vehicles sold to wholesale customers via the Group’s Auction4Cars.com website.

Retail

Revenue from retail customers was up 10.5% to £1,028.4m (FY24: £931.1m), with 59.9k (FY24: 52.6k) vehicles sold (an increase of 13.9%). The strong growth moderated in the final quarter when we started to lap tougher prior year comparatives. Consumer demand improved in FY25, and we benefited from keener pricing and a more affordable stock mix, along with continued digital enhancements to improve the customer experience. Gross margin of 7.8% was a significant improvement on the previous year (FY24: 6.9%). This reflected our focus on data led pricing, stock management and a better ancillary product performance, in part offset by lower finance commission. We would expect finance attachment rates to improve as and when interest rates reduce. Ancillary performance was helped by the introduction of a new warranty product, and post year end we also introduced alloy wheel and paint protection offers.

Operating expenses before exceptional items in FY24

In the previous year, notable savings had been achieved in people costs following FY24’s rightsizing programme and efficiencies resulting from technology investment. This cost scrutiny remained in FY25. Operating expenses before exceptional items increased from £72.9m in FY24 to £78.1m. Full time equivalent employees increased to 779 at year end from 710 at 1 April 2024, as we cautiously recruited additional team members to satisfy increased demand. Therefore, basic salary costs, as well as bonus and commission payments accounted for much of the increase. Our costs incurred at site level fell following the cost focus in the year, despite inflationary pressures, with notable decreases in energy and bank card charges, resulting from a reduction in card payments. Property costs increased which reflected the new store and a rise in insurance costs. Marketing costs were at similar levels to last year (£10.6m versus £10.0m in FY24), but the customer acquisition cost per retail unit dropped to £177 (FY24: £190) as we continue to embrace technology to assess spend returns. Retail gross profit per unit increased to £1,335 (FY24: £1,222), reflecting the above. Preparation and transport costs increased slightly due to vehicle age and quality standard targets, and the increased number of vehicle moves to avoid stock ageing issues.

Our 21st store opened in December 2024 in Norwich and is trading well. This store marks the recommencement of our new store opening programme, and a return to larger pitch capacity sites. Our original store at Derby was also significantly enhanced during the year at a cost of £4.7m.

Wholesale

Wholesale revenue via Auction4Cars.com, which sells vehicles that have been part exchanged by retail customers, or directly purchased from consumers, decreased by 6.9%. However, unit sales of 27.8k were up 9.4% (FY24: 25.4k). The growth disparity to overall revenue reflects changes to retail age and mileage criteria, since higher end product was sold through the retail platform. Overall profitability increased significantly, with profit per unit of £388 (FY24: £346), as focus remained on understanding reasons for loss making vehicles at every location.

Other Income before exceptional items in FY24

Other income of £0.8m largely related to final business interruption insurance receipts following the Derby flood last year (FY24: £1.3m).

Exceptional items

There were no exceptional items in FY25. Net exceptional items before taxation of £(2.2)m in FY24 constituted restructuring costs for various redundancies associated with the headcount rightsizing programme (£1.1m), the write down of delivery vehicles which we were being disposed of following the driver redundancies associated with the above (£0.2m), and cost relating to the disposal of the Milton Keynes lease (£0.5m), along with the net of assets written off following the Derby flood not covered by insurance. On a gross basis in FY24, exceptional operating expenses were £7.7m which included the flood damaged assets written off and the restructuring costs. Exceptional other income of £5.6m included insurance receipts against those written off assets.

Interest

The Group’s finance expense was £9.4m (FY24: £9.8m); reflecting prevailing interest rates. Total interest charges on the stocking facilities in the period were £6.9m (FY24: £7.1m). Interest on lease liabilities was £2.1m (FY24: £2.0m) and on banking facilities £0.4m (FY24: £0.7m).

Taxation

The tax charge (FY24: credit) in the period is for the amount assessable for UK corporation tax in the year net of prior year adjustments and deferred tax credits. The return to profitability resulted in a tax charge of £0.9m (FY24: £2.0m credit, reflecting the loss in FY24).

Earnings per share

Basic earnings per share were 3.7p and diluted earnings per share were 3.6p (FY24: both loss per share (9.3)p).

Dividends

No dividend was paid in the period (FY24: £Nil). The Board has recommended a final dividend of 1 penny per share, with an associated cash cost of £0.9m (FY24: £Nil). Subject to approval at the AGM, this will be paid on 1 August 2025, to those shareholders on the register at close of business on 4 July 2025 (the record date).

Financial review continued

Capital expenditure and disposals

Cash capital expenditure increased to £7.6m (FY24: £2.6m). This increase reflected a return to strategic investment in the year.# Motorpoint Group Plc Annual Report and Accounts 2025

Strategic Report

Financial review continued

Notable spends included the new store at Norwich, the expansion of the Derby site, including the freehold purchase, MOT testing ramps in preparation centres and various tech projects. The only notable disposal was the sale of several home delivery trucks. Balance sheet Net assets at year end fell from £31.1m to £26.9m. The return to profitability was offset by the impact of the cancellation of own shares and purchase of shares to satisfy EBT requirements. Working capital was proactively managed, ensuring that stock purchasing was fully maximised through the funding facilities. The Group successfully completed the £5.0m purchase and cancellation of 3.6m shares during the year, (which commenced in March 2024) and post year end the Board announced a further programme to purchase and cancel another 3.0m shares. In addition, 2.8m shares were bought in the year at a cash cost of £3.8m to satisfy future share scheme (EBT) requirements up until January 2028. The Group also has a £20.0m (FY24: £20.0m) facility with Santander UK Plc, split between £6.0m available as an uncommitted overdraft and £14.0m available as a revolving credit facility. At 31 March 2025 £Nil (31 March 2024: £Nil) was drawn on the facility, with cash and cash equivalents of £6.6m (31 March 2024: £9.2m). Post year end it was agreed with Santander UK Plc to extend the length to the arrangement by a further year until June 2027). Trade and other receivables have reduced to £13.4m (31 March 2024: £19.2m), due to the favourable timing of receipts. Trade and other payables, inclusive of the stock financing facilities, have increased during the year to £155.2m (31 March 2024: £107.1m) mainly reflecting the increased stocking facility utilisation. Total lease liabilities of £57.4m (31 March 2024 restated: £59.6m) reflect the repayments made during the period, additions in Norwich and Chingford, and the removal of the Derby lease following the purchase of the main site. At the year end, issued share capital comprised 86,619,822 ordinary shares (FY24: 89,969,630). Non-current assets were £70.7m (31 March 2024 restated: £67.0m) made up of £15.4m of property, plant and equipment, £51.0m of right of use assets, intangible assets of £3.0m and a deferred tax asset of £1.3m (31 March 2024: £8.8m, £53.1m (restated), £3.7m and £1.4m respectively). The Group currently owns two freehold plots; land in Glasgow and the trading Derby site. All other properties are on leases of various lengths. The Group closed the period with £151.4m of inventory, up from £102.4m at 31 March 2024. Days in stock for the year reduced to 43 days (FY24: 45 days). The inventory increase reflects a concerted effort to purchase more vehicles to satisfy demand. As at 31 March 2025, the Group had £165.0m (31 March 2024: £150.0m) of stocking finance facilities available of which £122.4m (31 March 2024: £74.5m) was drawn. The Group had available stocking facilities with Black Horse Limited of £90.0m, and £75.0m with Lombard North Central Plc. During the year it was agreed with Black Horse Limited to increase the amount available to £90.0m, to reflect the increased inventory holdings.

Cash flow

Cash reduced by £2.6m, and this fall was influenced by heavy stock buying in March as we built up for the busy Easter period, and the impact of the share buyback programme and purchase of shares for future share scheme requirements, along with increased capital expenditure to satisfy strategic requirements. Cash flow generated from operations was £29.0m inflow (FY24: £19.3m inflow) and therefore remains strong.

Capital allocation

The Group’s objective when managing working capital is to ensure adequate working capital for all operating activities and liquidity, including comfortable headroom to take advantage of opportunities, or to weather short term downturns. The Group also aims to operate an efficient capital structure to achieve its business plan. Our Capital Allocation Policy is aligned to strategy, whilst rewarding shareholders by maximising return through a disciplined deployment of cash generated.

Organic Growth and Margin Expansion

• Grow retail volumes ahead of used car market, and margins, by investing in new stores, data, brand, technology and new income streams

Treatment of Excess Capital

• The Board is committed to maintaining an efficient balance sheet; its expectation is that excess cash, over and above investment opportunities to support growth, will be returned to shareholders, in the form of share buybacks or dividends

Acquisitions

• Consider only if earnings per share accretive, attractive risk profile and clear industry logic

In April 2025, the Company embarked on a second share buyback programme, with the aim of purchasing and cancelling 3.0m shares. This follows the recent successful buyback programme which resulted in the purchase and cancellation of 3.6m shares which completed in September 2024. In addition, the Board also proposed the payment of a final dividend of 1p per share at a cash cost of £0.9m.

50 Motorpoint Group Plc Annual Report and Accounts 2025 Strategic Report Governance Financial Statements

Finance commission

Following the FCA Motor Market Review in March 2019, the Financial Conduct Authority (“FCA”) issued a policy statement in July 2020 prohibiting the use of discretionary commission models from 28 January 2021, which the Group adhered to. The Group continues to believe that its historical practices were compliant with the law and regulations in place at that time. On 11 January 2024, the FCA announced a section 166 review of historical motor finance commission arrangements and sales and planned at that time to communicate a decision on next steps in the second half of 2024, based on the evidence collated in the review. The FCA indicated that such steps could include establishing an industry wide consumer redress scheme and/or applying to the Financial Markets Test Case Scheme, to help resolve any contested legal issues of general importance.

Financial review continued

Subsequently, on 25 October 2024, the Court of Appeal’s judgment in Hopcraft v Close Brothers Ltd, Johnson v Firstrand Bank Ltd, and Wrench v Firstrand Bank Ltd stated that a broker could not lawfully receive a commission from a lender without the customer’s fully informed consent to the payment. The FCA has extended the time period of its review into 2025. Since the ruling on 25 October 2024, the Group altered its selling processes to comply with new requirements from its lenders, which includes upfront full commission disclosure. The Supreme Court reviewed the judgements in April 2025 and their outcome is awaited. The Group is not directly involved in the selling of finance products to consumers; instead it refers consumers to third parties who administer and are responsible for the finance product themselves. As a result, the Directors do not consider that provisions are required to be made in respect of any exposures in this area.

Chris Morgan
Chief Financial Officer
12 June 2025

Motorpoint Group Plc Annual Report and Accounts 2025 Strategic Report Governance Financial Statements 51

Risk management

Our approach to risk management

We understand that effective risk management is vital to protecting our business and supporting long term growth. It enables informed decision making and helps us respond confidently to uncertainty. Our approach is grounded in a strong framework and shaped by our values: Happy, Honest, Supportive and Proud.

Approach to risk management

The Board as a whole is responsible for maintaining a policy of continuous identification and review of the principal risks facing the Group which could threaten its future performance or business model. On behalf of the Board, the Audit Committee reviews the effectiveness of Motorpoint’s risk management processes. Motorpoint’s risk management strategy is a high priority for the Group, and is underpinned by the Group Risk and Compliance Committee which all risk owners and subject matter experts attend quarterly. The Group Risk and Compliance Committee has delegated responsibility, from the Audit Committee, for formally identifying and assessing the Group’s risks annually, measuring them against a defined set of criteria, and considering the likelihood of occurrence and potential impact to the Group. The Group Risk and Compliance Committee is formed of the Executive Board, risk owning Senior Leadership Team (SLT) members and subject matter experts.

	Plc Board	Group Risk and Compliance Committee	Functional management
	Risk appetite set by the Board	Overall responsibility for risk management	Delegated responsibility for risk management
Group strategy and objectives	Emerging risks	Finance	Principal risk review

52 Motorpoint Group Plc Annual Report and Accounts 2025 Strategic Report Governance Financial Statements

Risk management continued

Risk management plays an integral part in the Group’s planning, decision making and management processes. All team members have a responsibility to ensure they understand the risks in their area of activity and that they implement and operate effective controls to manage the risks. The Group’s risk management approach is summarised as follows:
1. Identify potential risks through scanning the external environment, as well as internal processes and the Group strategy.
2. Assess and assign a value to the risk to allow it to be prioritised. Assessing likelihood for gross (before controls) and net (after the effect of controls).
3. Respond through planning future actions based on the current risk assessment and the target risk level (which will be in line with risk appetite). Risks can be transferred, terminated, tolerated or treated.# Monitor the development of risks over time through tracking key risk indicators.
5. Report back to the SLT through the Group Risk and Compliance Committee to ensure risks are being managed in line with risk appetite. The Group’s risk profile is reported to the Executive Board and Audit Committee for review and challenge, ahead of final review and approval by the Board. These principal risks are then subject to Board discussion during the course of the year, as appropriate. To drive continuous improvement across the business, the Group Risk and Compliance Committee monitors the suitability and adequacy of controls in place and the ongoing status of action plans against key risks quarterly, with a particular focus for those risks considered to be outside of the Group’s risk appetite.

Emerging risks

The Motorpoint Group Risk and Compliance Committee assumes responsibility for the identification and assessment of Motorpoint’s emerging risks. Our strategy for emerging risks is as follows:

Identification

The following activities are completed to identify potential emerging risks:

Horizon scanning – including the review of industry media and attendance at industry forums by management, including members of the Group Risk and Compliance Committee. Findings and key messages are discussed as part of the agenda of the Group Risk and Compliance Committee;
External insights – using specialist third parties to identify new and changing risks such as upcoming changes to regulation; and
Management meetings – regular Head of Internal Audit and Risk attendance at operational management meetings to discuss potential new risks. This is further supported through business performance reviews conducted by the CEO and CFO to identify risks potentially materialising in business performance.

Assessment and reporting

Once identified, emerging risks are assessed as follows:

Identify and map out the core elements of the emerging risk, including ownership
Hold workshops with risk owners to assess the level of the potential risk
Identify potential mitigating actions
Report on emerging risks to the Audit Committee

REPORT

Group risk register review by Risk and Compliance Committee

REPORT

Functional risk register reviewed by risk owner (SLT member)

IDENTIFY

Risk

ASSESS

Net risk

ASSESS

Gross risk

Identify mitigating activities/controls

RESPOND

Plan future actions (if outside risk appetite)

Document in risk register

53 Motorpoint Group Plc Annual Report and Accounts 2025 Strategic Report Governance Financial Statements Risk management continued

Emerging risks for Motorpoint

| | Risk and impact | Commentary ## Viability statement continued

In addition, the Directors regularly review the long term prospects of the Group, requirement for headroom on its stocking and banking facilities and its long term lease liability commitments.

Assessment period: The nearly new and used vehicle retail industry is inherently fast paced and competitive. However, a variety of risk horizons are relevant. Matters relating to ESG and climate risks are assessed over a range of short, medium and long term periods as disclosed in our TCFD section on pages 37 to 47. In addition, the Directors consider the long term financing arrangements of the Group, particularly in respect of leased premises which carry a weighted average remaining term of nine years. In accordance with the UK Corporate Governance Code 2024, the Board has assessed the prospects of the Group over a period in excess of 12 months from the date of signing the Group Financial statements as required by the ‘Going Concern’ provision. The Directors have assessed the viability of the Group over a three year period, as they believe this strikes an appropriate balance between the different risk horizons over the short, medium and long term which are used in the business and is a reasonable period for considering the Group’s viability.

Total headroom, including the stocking facilities, undrawn facilities and available cash, was £69.2m at the year end. During the year the Company renegotiated the terms of one of its stocking facilities, increasing its available headroom from £75.0m to £90.0m and thus total stocking facility headroom from £150.0m to £165.0m. The Board considers that the available headroom, coupled with the cash generative nature of the business and the available cash levers provide a strong degree of financial resilience and flexibility.

Scenarios: In making their assessment the Directors considered the Group’s current balance sheet and operational cash flows, the availability of facilities, and stress testing of the key trading assumptions within the Group’s plan. A range of scenarios have been assessed by the Directors, including various possible downside scenarios against the base case. The Directors opted to model a specific scenario designed to create the conditions required to breach covenants within the viability period as well as a severe but plausible downside to the base case.

| Scenario | Outcome # Motorpoint Group Plc Annual Report and Accounts 2025

Strategic Report

Principal risks and uncertainties

Increasing | Decreasing | Stable | Dynamic risk assessment: 58

Continued investment in bringing brand marketing, digital engineering, data insight capability in house to raise awareness of Motorpoint and meet customer needs, including with respect to EVs and climate change related data, such as emissions produced by cars that are sold
Investment in supply chain capacity and capability, and delivery of productivity improvements to enable us to compete effectively and allocate resource to growth driving activity
Commission regular customer insight reports to track performance against the market, competitors, and other key indicators
Expansion through our new store in Norwich to expand our reach in the east
Numerous improvements to website to highlight the attractiveness of Motorpoint vehicles and brand
Increased brand awareness through a renewed nationwide TV advert campaign
Numerous upgrades to SEO, CRM and paid media capabilities

Brand and reputation

In order to maintain our position as the UK’s leading omnichannel used vehicle retailer, we must continue to invest in engaging brand and digital marketing campaigns, as well as innovating the website experience to ensure that Motorpoint is the primary destination for existing and new customers when starting their next vehicle purchase journey. Understanding the motivations and needs of our current and future customers is paramount. We recognise and welcome the fact that customers are looking for a trusted brand when buying a used car. Ensuring we can communicate at scale our industry leading proposition is vital to protect and position. Well documented challenges around vehicle supply, finance and the transition to EVs mean we have to maintain an active dialogue on these subjects to inform and reassure our customers and, when appropriate, enable customers to delve deeper either via our website or social channels. With reputation taking years to build but potentially days to lose, we recognise that we are always at risk of unwanted traditional and social media scrutiny which can negatively impact our reputation.

| Risk and impact | Mitigating controls # Strategic Report Governance Financial Statements

Risk and impact Mitigating controls Progress made in FY25

IT systems, data and cyber security

Operations impacted by failure to develop technology to support the strategy, lack of availability due to cyber attack or other failure, and reputational damage/fines due to loss of personal data. Cyber criminals continue to get more sophisticated, and attacks are increasing. Despite the progress Motorpoint has made on a number of fronts in FY25 to combat cyber activity, the risk has still been assessed as increasing given the spate of recent attacks impacting other retailers.

Formal IT governance processes in place to cover all aspects of IT management
Changes to IT services are managed through a combination of formal programmes for large and complex programmes, or bespoke iterative development methodologies for smaller scale changes
A detailed IT development and security programme roadmap is in place, aligned to strategy
Comprehensive third party support in place for relevant technologies
Business continuity in place for all major systems and applications
Regular vulnerability scans, annual penetration testing with systematic methodology to treat identified threats
Capability to scan for advanced persistent threats. Real time identification of applicable threats with remediation scheduled based on severity
Business process, authorisation controls and access to sensitive transactions are kept under review
Significant investment in digital transformation is continuing, upgrading and replacing legacy systems
Ongoing actions in respect of network refresh programme, hardware refresh programme and strengthening our change management controls, as well as multifactor authentication and tightening of security if working off site
Developed further partnerships to increase resilience to cyber threats
Strengthened and renewed the data protection policy
Secured comprehensive cyber insurance
Further recruitment into IT Security team, and partnerships with third party experts
New capability to scan for advanced persistent threats on a real time basis
Investment in industry leading product suites to enable cyber and data security advancements
Progress made completing the Cyber Essentials certification
Regular discussions with external advisors to strengthen cyber security

Regulatory and compliance

Fines, damages claims, and reputational damage could be incurred if we fail to comply with legislative or regulatory requirements, including consumer law, health and safety, employment law, GDPR and data protection and the Bribery Act. The Company also has FCA permissions to carry on consumer credit activities from which it derives income. Until the outcome of the Supreme Court hearing and the FCA final decision there remains uncertainty in regulation around finance commissions.

Operational management are responsible for liaising with the Company Secretary and external advisors to ensure that new legislation is identified, and relevant action taken
Whistleblowing procedure and independently administered helpline which enables team members to raise concerns in confidence
We engage constantly with our finance partners to ensure our team members are always up to date on the FCA best practice
Continued focus in the year from the Group Risk and Compliance Committee ensuring robust regular oversight and review of compliance matters by the SLT. Continued to conduct horizon scanning processes to identify changes in regulatory expectations
Fewer regulated products now sold by the business, reducing the risk of FCA impact on future product sales
New commission disclosures swiftly implemented as required following the Court of Appeal’s ruling

People and culture

The success of the business could be impacted if it fails to attract, retain and motivate a diverse team of high calibre team members. Maintaining and evolving the culture of our business (embodied in our shared values) is essential to delivering our strategy and ensuring the long term sustainability of our business.

Our commitment to becoming a truly amazing place to work and the application of our Virtuous Circle is our biggest defence ensuring we have a highly engaged, high performing team and attrition is minimised
Our commitment to Diversity, Equity and Inclusion has been reaffirmed in our SLT strategy and commitments
The composition of the Executive team is regularly reviewed by the Board to ensure that it is appropriate to deliver the growth plans of the business
The Group’s Remuneration policy detailed in this report is designed to ensure that high calibre executives are attracted and retained. Lock in of senior management is supported by Restricted Share Awards
Monitoring of key risk indicators such as retention rate % and employee satisfaction through internal and external surveys
Viva Engage, the Motorpoint social media platform drives engagement and interaction
Continued Group Board focus on Board and Executive team succession and talent management
Updated DEI training issued to all team members
Discount offered again this year (10%) for the annual share scheme programme to all employees
Set up and launch of Knowledge Hub as a shared database of key process around the business

Health, safety and welfare

The risk that accidents, hazards or incidents are caused by unsafe practices at work, resulting in injury or death to customers, employees or third parties.

Health, safety and environment (HS&E) training for all new starters, with additional role specific training for team members in stores or workshops
Incident management processing to ensure major incidents are dealt with appropriately and problems are logged and actively progressed to resolution
Undertake risk and control assessments to monitor compliance
Continually monitor our mandatory regulatory training to ensure that all team members are kept informed
Incidents are reported online, via a reporting tool. Line management deal with minor incidents. Major incidents are escalated to the SLT who are supported by third party expertise
Risk assessment is managed in the following ways: line management in the stores have a number of online risk assessment checklists to verify the relevant controls are in place; and higher level risk assessments are carried out on workshop activities by an expert third party
A separate, expert third party also carries out risk assessments and audits covering store transport safety, gates and barriers as well as fire risk assessments
Implemented detailed unannounced audits performed by our expert third party across all sites
Revised process embedded for near miss and accident reporting across all stores
Updated responsibilities; responsible, accountable, consulted, and informed (RACI) matrix clearly setting out roles and responsibilities in respect of HS&E across all locations
Further development of HS&E policies, procedures and safe statements of work (SSOWs) to provide complete coverage of HS&E risk to the business
Toolbox Talks developed and put into place, across a range of HS&E topics, to generate further buy in with store and preparation managers across the business

Climate change and environment

Failing to positively change our impact on the environment would fall short of the expectations of our customers, team members, shareholders, and other stakeholders which could lead to reputational damage and financial loss. In addition, an inability to anticipate and mitigate climate change and other environmental risks could cause disruption in our stores and supply chain as well as increased insurance premiums. This, and potential transition risks related to environmental taxation, could result in higher costs, and potential loss of customers. Our climate risk register is set out for the year on pages 40 and 41 within our TCFD disclosures. We note the events concerning the flood in Derby. The event has resulted in an increase in insurance premiums, and limited inventory cover at that site. Whilst we do not anticipate further events, we note that the chances of increased physical damage to our stores means that in the long term, climate change is assessed as an increasing risk.

Dynamic risk assessment:

	Increasing	Decreasing	Stable
63	Motorpoint Group Plc Annual Report and Accounts 2025	Strategic Report	Governance
64	Motorpoint Group Plc Annual Report and Accounts 2025	Strategic Report	Governance
65	Motorpoint Group Plc Annual Report and Accounts 2025	Strategic Report	Governance

Strategic Report

Governance

Financial Statements

Non financial and sustainability information statement

Environmental matters

Stakeholder engagement: community and environment Read more/pages 22 and 23

Climate change risk

a. a description of the Company’s governance arrangements in relation to assessing and managing climate related risks and opportunities; Read more/pages 37 to 39
b. a description of how the Company identifies, assesses, and manages climate related risks and opportunities; Read more/pages 44 and 45
c. a description of how processes for identifying, assessing, and managing climate related risks are integrated into the Company’s overall risk management process; Read more/page 45
d. a description of:
i. the principal climate related risks and opportunities arising in connection with the Company’s operations, and Read more/pages 40 and 41
ii. the time periods by reference to which those risks and opportunities are assessed; Read more/pages 39 to 41
e. a description of the actual and potential impacts of the principal climate related risks and opportunities on the Company’s business model and strategy; Read more/pages 40 and 41
f. an analysis of the resilience of the Company’s business model and strategy, taking into consideration different climate related scenarios; Read more/pages 42 to 44
g. a description of the targets used by the Company to manage climate related risks and to realise climate related opportunities and of performance against those targets; and Read more/pages 46 and 47
h. a description of the key performance indicators used to assess progress against targets used to manage climate related risks and realise climate related opportunities and of the calculations on which those key performance indicators are based. Read more/pages 46 and 47

The following summarises where you can find further information on each of the key areas of disclosure required by sections 414CA and 414CB of the Companies Act. The Companies (Strategic Report) (Climate related Financial Disclosure) Regulations 2022 amend these sections of the Companies Act 2006, placing requirements on the Group to incorporate climate disclosures in the Annual Report. We believe these have been addressed within this year’s climate related disclosures and as such we have referenced the location of these within our statement on TCFD.

Annual targets in place to reduce emissions, energy usage and waste to landfill, and increase recycling in our operations
CFO leads the internal ESG Committee that oversees progress against environmental targets which in tandem with the Group Risk and Compliance Committee oversees climate risk including emerging risks, challenges and opportunities
Regular horizon scanning conducted to keep abreast of regulatory change and stakeholder sentiment
Regular monitoring of the climate risk register with discussion at SLT
Regular modelling performed on future outlook of Climate Change impacts on the business
Rollout of emergency response and incident management plans across the Group to ensure stores are well defended from physical effects of climate change as far as practicably possible
Detailed modelling work undertaken on Climate Change to develop a climate transition plan
Focus on inventory levels and flood mitigation plans at Derby store, to ensure minimal risk for any assets not covered by insurance

Principal risks and uncertainties continued

Dynamic risk assessment:	Increasing	Decreasing	Stable
66

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Strategic Report

Governance

Financial Statements

Non financial and sustainability information statement

Environmental matters

Stakeholder engagement: community and environment Read more/pages 22 and 23

Climate change risk

Streamlined Energy and Carbon Reporting Read more/pages 26 to 28
Energy efficiency actions Read more/pages 25 to 28
Going green Read more/pages 25 to 28

Our team are also working on a range of projects focused on improving the sustainability of the business and our impact on the environment.
Related principal risk: Regulatory and compliance; Climate change and environment Read more/page 64 and 66

Company’s employees

At a glance Read more/page 29
Our operating model begins with our team Read more/page 2
Our core values Read more/page 9
Our stakeholders Read more/pages 20 to 23
Winning culture Read more/page 32
Supporting employee wellbeing Read more/page 33

Related principal risk: IT systems, data and cyber security; People and culture; Read more/pages 63 and 64

Motorpoint Group Plc Annual Report and Accounts 2025

Strategic Report

Governance

Financial Statements

Non financial and sustainability information statement continued

Social matters

Investing in our communities Read more/page 22
Supporting great causes Read more/page 22
Anti corruption and anti bribery matters Read more/page 34

Related principal risk: Brand and reputation; Business resilience; Regulatory and compliance Read more/pages 59, 61, and 64

Respect for human rights
National living wage Read more/page 21
Modern slavery Read more/page 35
Treating customers fairly Read more/page 35

Related principal risk: Brand and reputation; Regulatory and compliance; People and culture Read more/pages 59 and 64

The Company has various employee centric policies and guidance including: Employee Handbook; HR Policies including equal opportunities; anti bullying and harassment; whistleblowing; enhanced maternity leave; paternity leave; health, safety and welfare; data protection; and privacy.

Anti corruption and anti bribery matters
Whistleblowing hotline, anti corruption and anti bribery Read more/page 34

Related principal risk: Regulatory and compliance Read more/page 64

Investment case Read more/page 3
Business model Read more/page 4
Non financial KPIs Read more/page 16

The Strategic Report was approved by the Board on 12 June 2025.
Signed on behalf of the Board.

Chris Morgan
Chief Financial Officer
12 June 2025

Motorpoint Group Plc Annual Report and Accounts 2025

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Financial Statements

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Governance report

Board of Directors 72
Introduction to governance 74
Corporate governance report 77
Audit Committee report 82
Nomination Committee report 86
ESG Committee report 87
Remuneration Committee report 89
Remuneration policy 100
Annual report on remuneration 110
Directors’ report 116
Statement of Directors’ responsibilities

The Board remains committed to delivering sustainable and profitable growth.”

John Walden
Chair

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Board of Directors

Experienced team delivering long term value

John Walden
Independent Non Executive Chairand Chair of the NominationCommittee
Appointed: January 2022

Background and career: John has been a driving force in omnichannel and consumer driven retailing, as well as leading digital and transformational change, both in the UK and US. John’s previous roles include Chair and Non Executive Director of SCS Group Plc, Chair of Snowfox TopCo Ltd (Guernsey), Chair of Naked Wines Plc, Chair of the Jersey parent company of Holland & Barrett International, and Non Executive Director of Celine Jersey Topco Ltd, the Jersey holding company of Debenhams. John was also an Executive Director at FTD Companies. John served as CEO of Argos and its parent company Home Retail Group Plc, and he has held several senior roles with Best Buy Co. including EVP and president of the internet division.
External roles: John is the Founder of Inversion LLC.

Mark Carpenter
Chief Executive Officer
Appointed: April 2016 (CEO since May 2013)

Background and career: Mark was appointed as Chief Executive Officer in May 2013 following two years as CFO, and has almost 20 years’ experience in motor retail. Mark was previously Finance Director of Sytner Group Limited from 2005 to 2010. Prior to this, Mark was with Andersen, where he qualified as a Chartered Accountant.
External roles: None.

Chris Morgan
Chief Financial Officer
Appointed: January 2021

Background and career: Chris was appointed Chief Financial Officer in January 2021 and is also the Company Secretary for Motorpoint Group Plc. Chris was formerly Group Finance Director at Speedy Hire Plc. Prior to this Chris held senior finance leadership positions at Go Outdoors and Tesco, where he was latterly the finance director for the Czech Republic and Slovakia. Chris is a Fellow of the Institute of Chartered Accountants in England and Wales.
External roles: None.

Board split by ethnicity
* ● White British (orother White) – 6
* ● Asian/Asian British – 1

Board split by gender
* ● Male – 4
* ● Female – 3

N N E E Committee membership key
A Audit Committee
R Remuneration Committee
N Nomination Committee
E ESG Committee

Committee Chair

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Board of Directors continued

Mary McNamara
Senior Independent Non Executive Director and Chair of the Remuneration Committee
Appointed: May 2016 (appointed as Senior Independent Director in October 2016)

Background and career: Mary was CEO of the commercial division and Board Director of the Banking Division at Close Brothers Group Plc. She spent 17 years with GE in a number of leadership roles, including CEO of the European Fleet Services business. Mary has also spent time with Skandia and 14 years at Harrods.
External roles: None.

Adele Cooper
Independent Non Executive Director and Chair of the ESG Committee
Appointed: March 2020

Background and career: Adele has extensive marketing and senior leadership experience, having worked at some of the world’s leading technology companies, most recently at Pinterest from June 2015 to December 2019. While at Pinterest, Adele was responsible for the UK and Ireland, overseeing strategic, commercial and operational management.# Motorpoint Group Plc Annual Report and Accounts 2025

Strategic Report

Governance

Introduction to governance

Chair’s introduction

Dear Shareholder,

I am pleased to present my Corporate Governance review ifor Motorpoint for FY25. The aim of this report is to explain Motorpoint’s governance framework and outline how it was applied on a practical basis over the last year. We have continued to focus on making strategic progress while trying to balance our ambitions with responsible financial management and remaining committed to our strategic direction and to our belief in the size of our opportunity. Our return to profitability this year provides us with the confidence to focus on our growth plans.

From a governance perspective, we have chosen to become early adopters of the FRC Corporate Governance Code 2024 (the Code), and have put in place a framework that allows us to meet the new requirements. This is with the exception of provision 29 (internal controls) which will apply to financial years beginning on or after 1 January 2026. We have set out a summary of the key changes to the Code and our approach to these requirements within this report.

As a Board, we are conscious that we are accountable to all our shareholders and hold a position of responsibility to valued stakeholders including employees, customers, suppliers and the environment. We actively seek engagement with shareholders throughout the year, engaging with them outside of formal meetings to foster open communication and address shareholder concerns. I have personally had the opportunity to meet with our shareholders during the course of the year to understand their views and priorities, which have then subsequently been shared with the rest of the Board. We also listen to the views of governance advisory firms and financial institutions and welcome the opportunity to answer shareholders’ questions at our 2025 Annual General Meeting (AGM).

Throughout the year, we have been actively engaging with our employees, and our site visits to Chingford and Glasgow provided the Board with the opportunity to directly hear from our valued team members on their experiences of working for the Company, and how our strategic plans are being implemented on the ground. We also hold regular strategy meetings that provide the opportunity for senior team members to report on key initiatives and progress against our targets.

ESG

We are committed to an ESG agenda which aims to exceed our stakeholders’ expectations. The ESG Committee has met on three occasions to develop, implement and monitor our ESG strategy, as well as oversee and support stakeholder engagement on ESG matters. The past year has seen the Company continue to reduce its core emissions, and the Board is kept abreast of initiatives that look to reduce our environmental impact. We are also delighted with the high level of satisfaction amongst our team as indicated by the employee engagement survey that took place this year. ESG matters remain firmly embedded in our strategic plans and we remain committed to continuous improvement in this area.

Board changes

In October 2024, we were delighted to have Swarupa Pathakji join our Board. This appointment took place after a thorough skills evaluation of our Board, and allowed us to clearly identify the knowledge and experience required that aligned with our strategic priorities and governance ambitions, including diversity considerations. Biographies for each of the current Directors are set out on pages 70 and 71. Our priorities continue to be focused on building sustainable and profitable growth, underpinned by strong and eﬀective governance.”

John Walden
Chair

Introduction to governance continued

Compliance statements

Throughout the year ended 31 March 2025, the Company has complied with all the provisions, with the exception of provision 29 (internal controls), as set out in the 2024 Corporate Governance Code (a copy of which is available on the Financial Reporting Council’s website at www.frc. org.uk). Provision 29 will apply to financial years beginning on or after 1 January 2026.

Capital allocation

After taking into consideration the capital required to fund organic growth, the Company’s ability to generate cash and the strength of its balance sheet has led the Board to conclude that a combination of share buybacks and reintroduction of a dividend is a good use of the Company’s resources and beneficial to shareholders. In January 2024, we announced our intention to commence a share buyback programme of approximately 5% of the ordinary shares of the Company, and to cancel these shares. The share buyback programme began in March 2024 and concluded in September 2024, with 3.6m shares successfully repurchased, representing 4% of the Company’s share capital, at a total cost of £5m. In April 2025, we announced the further repurchase of up to 3m shares, representing approximately 3.5% of the Company’s share capital, at a total maximum cost of £4m. In addition, we are recommending a final dividend of 1p per share, with an associated cash cost of £0.9m (FY24: £Nil).

Our performance

Every year we review the performance of the Board. In early 2025 we carried out an internal Board performance review, with participation from all members of the Board. The findings show that the work we do as a Board and in our committees continues to be strong and effective. Further details of the review and our plans for FY26 can be found in the Nomination Committee report.

Board priorities

Our priorities for next year are focused on delivering our long term strategic plans, whilst being mindful of market conditions, all underpinned by a strong and effective governance framework.

John Walden
Chair
12 June 2025

FRC UK Corporate Governance Code 2024

The FRC UK Corporate Governance Code (the Code) was updated in January 2024 following an extensive consultation which concentrated on a limited number of changes. The Code will apply to financial years beginning on or after 1 January 2025. We have chosen to become early adopters of the 2024 Code, with the exception of Provision 29 – Internal Controls. Below we set out a summary of the key changes to the Code, and how we have addressed these requirements.

Section	Change	How is compliance achieved?
Section 1: Board leadership and company purpose	Governance reporting should focus on board decisions and their outcomes in the context of the company’s strategic objectives.	The governance framework ensures that all decisions are made at the appropriate level, ensuring alignment with the strategic plan. Regular strategy meetings are held by the Board to monitor the outcomes of decision making.
	Boards are required to demonstrate how the desired culture has been embedded within the organisation.	The Board receives regular reports on the culture in the organisation, and has taken part in site visits to Chingford and Glasgow this year to monitor the company culture in action.
Section 3: Composition, succession and evaluation	An amendment has been made to promote diversity, inclusion and equal opportunity, without referencing specific groups. In addition, companies may have additional initiatives in place alongside their diversity and inclusion policy.	We recognise that Diversity, Equity and Inclusion (‘DEI’) is a key enabler to achieving our strategic goals. More information about our DEI strategy can be found on pages 30 and 31. In addition, there is a Board policy on DEI, which was approved in March 2025, with further information on the Board’s oversight of DEI also set out page 83.

Directors' biographies

Adele Smith
Independent Non Executive Director
Appointed: October 2024

Background and career: Adele was Chief Revenue Officer at &Open until May 2024. Prior to this, Adele was with Facebook and Google in a lead global relationship role and a variety of regional and global lead roles in marketing and operations.

External roles: Adele has been a Non Executive Director of Premier Lotteries Ireland (FDJ United) since 1 April 2024.

Keith Mansfield
Independent Non Executive Director and Chair of the Audit Committee

Appointed: May 2020

Background and career: A Chartered Accountant by background, Keith brings extensive accountancy experience, having worked at PwC for over 30 years, during which time he served as Chair of PwC in London, responsible for assurance, tax and advisory services. As a partner for 22 years, he led services to public and private companies across a range of industry sectors.

External roles: Keith is the Chair of Albemarle Fairoaks Airport Limited and a Non Executive Director on the boards of Martins Investment Holdings Ltd, Martins Development Holdings Ltd and Martins Financial Holdings Ltd. Keith was appointed as a Director of Fairoaks Airport Holdings Limited in May 2023 and was also appointed as a Non Executive Director of Aquila House Holdings Ltd since December 2024.

Swarupa Pathakji
Independent Non Executive Director

Appointed: October 2024

Background and career: Swarupa is a qualified accountant and has extensive experience across multiple sectors, having worked at Merrill Lynch and Duke Street, a mid market Private Equity firm. Swarupa was a Non Executive Director at ScS Group Plc prior to its sale in January 2024.

External roles: Swarupa is a Non Executive Director, and a member of the Audit & Risk, Remuneration, Nomination and Management Engagement Committees, at Albion Technology & General VCT Plc.

Committee membership key
A Audit Committee
R Remuneration Committee
N Nomination Committee
E ESG Committee

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

Financial Statements

Introduction to governance

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Motorpoint Group Plc Annual Report and Accounts 2025

Strategic Report

Governance
Financial Statements

Introduction to governance

Chair’s introduction

Dear Shareholder,

ESG

Board changes

John Walden
Chair

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Motorpoint Group Plc Annual Report and Accounts 2025

Strategic Report

Governance
Financial Statements

Introduction to governance continued

Compliance statements

Throughout the year ended 31 March 2025, the Company has complied with all the provisions, with the exception of provision 29 (internal controls), as set out in the 2024 Corporate Governance Code (a copy of which is available on the Financial Reporting Council’s website at www.frc.org.uk). Provision 29 will apply to financial years beginning on or after 1 January 2026.

Capital allocation

Our performance

Board priorities

Our priorities for next year are focused on delivering our long term strategic plans, whilst being mindful of market conditions, all underpinned by a strong and effective governance framework.

John Walden
Chair
12 June 2025

FRC UK Corporate Governance Code 2024

Section	Change	How is compliance achieved?
Section 1: Board leadership and company purpose	Governance reporting should focus on board decisions and their outcomes in the context of the company’s strategic objectives.	The governance framework ensures that all decisions are made at the appropriate level, ensuring alignment with the strategic plan. Regular strategy meetings are held by the Board to monitor the outcomes of decision making.
	Boards are required to demonstrate how the desired culture has been embedded within the organisation.	The Board receives regular reports on the culture in the organisation, and has taken part in site visits to Chingford and Glasgow this year to monitor the company culture in action.
Section 3: Composition, succession and evaluation	An amendment has been made to promote diversity, inclusion and equal opportunity, without referencing specific groups. In addition, companies may have additional initiatives in place alongside their diversity and inclusion policy.	We recognise that Diversity, Equity and Inclusion (‘DEI’) is a key enabler to achieving our strategic goals. More information about our DEI strategy can be found on pages 30 and 31. In addition, there is a Board policy on DEI, which was approved in March 2025, with further information on the Board’s oversight of DEI also set out page 83.

Directors' biographies

Adele Smith
Independent Non Executive Director
Appointed: October 2024

External roles: Adele has been a Non Executive Director of Premier Lotteries Ireland (FDJ United) since 1 April 2024.

Keith Mansfield
Independent Non Executive Director and Chair of the Audit Committee

Appointed: May 2020

Swarupa Pathakji
Independent Non Executive Director

Appointed: October 2024

External roles: Swarupa is a Non Executive Director, and a member of the Audit & Risk, Remuneration, Nomination and Management Engagement Committees, at Albion Technology & General VCT Plc.

Committee membership key
A Audit Committee
R Remuneration Committee
N Nomination Committee
E ESG Committee

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

These amendments dictate that risk management and internal controls monitoring and review must cover all material controls, including financial, operational, reporting and compliance controls and their effectiveness should be reviewed annually. A new Head of Internal Audit & Risk has been appointed that will support the Company in seeking to meet the requirements of this provision, which will apply to financial years beginning on or after 1 January 2026.

Section 5: Remuneration

An amendment has been made to require directors’ contracts, and/or other agreements or documents which cover directors’ remuneration to include malus and clawback provisions. A new provision also requires companies to include a description of malus and clawback provisions. Alongside information on directors’ remuneration, the Group has provided a description of the malus and clawback provisions which can be found on page 95.

Motorpoint Group Plc Annual Report and Accounts 2025

Strategic Report

Governance

Financial Statements

The role of the Board

The Board sets the Company’s strategic aims and ensures that the necessary resources are in place to allow the Company’s objectives to be met in a responsible and sustainable way that supports long term growth. It is also responsible for corporate governance and the overall financial performance of the Group. The Board establishes the Company’s culture, values and ethics; leading by example in modelling expected behaviours and standards and devoting sufficient time and attention to the Directors’ roles. The current Board comprises the Chair, four independent Non Executive Directors (including a Senior Non Executive Director) and two Executive Directors.

Roles and responsibilities

The Chair’s role

The Chair’s primary role is the leadership of the Board. By ensuring that the Directors receive accurate, timely and clear information the Chair is key in cultivating a boardroom culture of honesty, openness and transparency which encourages debate and constructive challenge facilitating an environment within which the Non Executive Directors are supported to make an effective contribution. The Chair sets the Board’s agenda and ensures sufficient time is allocated for the discussion of all agenda items. The Chair also consults with the Non Executive Directors, in particular the Senior Independent Director, on matters of corporate governance and ensures all Directors are made aware of any major shareholders’ issues and concerns. The Board is satisfied that the Chair fulfils their responsibilities in enabling the Board to make sound decisions.

Chief Executive Officer’s role

The Chief Executive Officer (CEO) is responsible for the day to day running of the Group’s business, including the development and implementation of strategy and decisions made by the Board, as well as the operational management of the Group.

Chief Financial Officer’s role

The Chief Financial Officer (CFO) is responsible for the Group’s financial activities, including control, planning and reporting, and also contributes to the broader management of the Group’s business. The CFO supports the CEO with the development, implementation and tracking of the Group’s strategy.

Senior Independent Director’s role

The Senior Independent Director acts as a sounding board to the Chair and serves as an intermediary for the other Directors when necessary. The Senior Independent Director is available to shareholders to assist with addressing any concerns that may arise. The Senior Independent Director also meets with Non Executive Directors without the Chair present at least annually and conducts the annual appraisal of the Chair’s performance, providing feedback to the Chair on the appraisal outputs.

Independent Non Executive Directors

The Non Executive Directors bring independence, and a broad mix of business skills, knowledge and experience to the Board. They provide an external perspective to Board discussions and are responsible for holding the Executive Management team to account on behalf of shareholders. The Non Executive Directors constructively challenge Board discussions and help develop proposals on strategy. The independent Directors meet at least once annually without the presence of the Executive Directors. Non Executive Directors monitor the reporting of performance and ensure that the Company is operating within its agreed governance and risk framework.

The Company Secretary’s role

The Company Secretary ensures that effective two way communication flows between the Board and its committees and between senior management and the Non Executive Directors. The Company Secretary is responsible for ensuring that the Board operates in accordance with the Company’s corporate governance framework. The appointment and removal of the Company Secretary is a matter for the whole Board.

Matters reserved for the Board

To retain control of key decisions and ensure that there is a clear division of responsibility between the Board and the day to day operations of the business, the Board has a formal schedule of matters reserved for its decision. These reserved matters include financial reporting, investment appraisal and risk management. The matters were reviewed by the Board in July 2024 and remain appropriate for the needs of the business.

Board committees

The Board operates several committees to support it in carrying out its duties. Further information about the work carried out by these committees can be found on the following pages:

Audit Committee pages 77 to 81
Nomination Committee pages 82 to 85
ESG Committee page 86
Remuneration Committee pages 87 and 88

Board focus during the year

The Board holds regular scheduled meetings each year, which incorporate several dedicated strategy sessions. The meetings held were a combination of in person and online. Key areas of focus during the year were:

Strategy

Regularly reviewing progress against the Strategic Plan
Overseeing investor relations and communications
Monitoring strategic growth opportunities such as technology and operational efficiencies, expansion of services to customers, and exploration of other growth opportunities, including new stores

Corporate governance report

Board leadership and purpose

Financial

Approved the full year results announcement and the Annual Report for the 2024 financial year. In doing so, the Board considered that the Annual Report, taken as a whole, was fair, balanced and understandable, and provided the information necessary for shareholders to assess the Group’s and Company’s position, performance, business model and strategy
Post year end, the Board approved the full year results announcement and the Annual Report for the 2025 financial year. In doing so, the Board considers that the Annual Report, taken as a whole, is fair, balanced and understandable, and provides the information necessary for shareholders to assess the Group’s and Company’s position, performance, business model and strategy
Considered the Capital Allocation Policy, including the reintroduction of a dividend scheme, alongside share buybacks
Approved the Budget for FY26
Approved the half year results, full year results and trading updates
Review of Group cash position and forecasting, including the monitoring of banking facility levels and covenant tests
Monthly performance reporting and review

Internal control and risk management

Reviewed the effectiveness of the Group’s risk management and internal control systems
Carried out a robust assessment of the emerging and principal risks facing the Group. Further information on these principal risks, the procedures in place to identify emerging risks and how these are being managed or mitigated can be found on pages 52 to 55 and pages 58 to 66
Approved the viability statement as disclosed in the FY25 Annual Report, which sets out that the Group will be able to continue in operation and meet its liabilities as they fall due over the next three years. The Board deemed a three year period to the end of FY28 would be appropriate, taking into account the Group’s current position and the potential impact of the principal risks and uncertainties
Considered and approved the adoption of the going concern basis of accounting in preparing the half and full year results
Approved updates to the Treasury policy

People, talent and culture

Succession planning and talent development for all senior roles
Reviewed the results of the engagement survey
Ensured safe and comfortable working environments
Reviewed the organisation structure to ensure alignment with trading conditions
Reviewed Restricted Share Awards for eligible team members
Implemented an SAYE Share Plan for colleagues for the three year period commencing February 2025

Governance, compliance and ethics

Approved AGM business such as the Notice of Meeting and related ancillaries
Carried out an internal Board evaluation, reviewed the report and recommendations and agreed an action plan
Assessed the independence of all Directors
Reviewed and updated the Terms of Reference for the Audit Committee, Remuneration Committee, Nomination Committee and ESG Committee

Board independence and appointment terms

The Board has reviewed the independence of each Non Executive Director and considers each of them to be independent of management and free from business or other relationships that could interfere with the exercise of independent judgement.# Corporate Governance Report

The Company meets the requirement under Provision 11 of the 2024 Code that at least half of the Board, excluding the Chair, are Non Executive Directors whom the Board considers to be independent. The Board believes that any shares in the Company held personally by a member of the Board serves to align their interests with those of the shareholders. The CEO, Mark Carpenter, owns approximately 10% of the shares of the Company. The Board is fully confident that, in the very unlikely event of a conflict emerging between Mark Carpenter’s duties as a Director and his interests as a shareholder, he would absent himself from the Board discussions in question (and the Board would ensure that he does so).

The terms and conditions of appointment of the Non Executive Directors are contained within their Letters of Appointment. The terms of appointment for the Directors confirm they are expected to devote such time as necessary for the proper performance of their duties. The Board reviews and approves as necessary any additional external appointments the Directors may look to obtain. The CEO and CFO do not currently have a non executive directorship on any other listed company board.

The findings of our board effectiveness review show that the work we do as a board and in our committees continues to be strong and effective.”

Board Meetings

The Board met regularly to discharge its duties effectively. Directors are provided with meeting papers approximately one week in advance of each Board or Committee meeting. Members of the Senior Leadership Team are regularly invited to attend Board meetings to present on their specific area of responsibility.

Board and Committee attendance FY25

The Board has regular scheduled meetings throughout the year, in addition to Board calls as and when needed. Directors’ attendance at Board and Committee meetings during the year is outlined below.

Board (9 meetings)	Nomination Committee (4)	Audit Committee (3)	Remuneration Committee (4)	ESG Committee (3)	Meeting not attended
Mark Carpenter
John Walden
Keith Mansfield
Chris Morgan
Mary McNamara
Adele Cooper
Swarupa Pathakji*

Nomination Committee attendance – no meetings held since her appointment.

Annual General Meeting

The 2025 AGM will be held on 22 July 2025. The Notice convening the 2025 AGM will be circulated to shareholders separately, along with details on how shareholders can raise questions to the Board in advance. We will ensure that shareholders are kept informed using the Notice of Meeting, our website, and relevant regulatory announcements as appropriate.

Conflicts of Interest

In line with the Companies Act 2006, the Company’s Articles of Association allow the Board to review any potential conflicts of interest that may arise and impose limits or conditions as appropriate. The Board has an agreed formal process for the Directors to disclose any conflicts of interest. Any decision of the Board to authorise a conflict of interest is only effective if it is agreed without the conflicted Director(s) voting or without their votes being counted. In making such a decision, the Directors must act in a way they consider in good faith will be most likely to promote the success of the Group.

Independent Advice

The Directors may take independent professional advice, if necessary, at the Company’s expense.

Board Training and Development

Directors are continually updated on the Group’s business, the markets in which the business operates and changes to the competitive and regulatory environments, through presentations and briefings to the Board from Executive Directors and the Senior Leadership Team. Directors received briefings from the Company Secretary during the year on governance and compliance matters and relevant legislative changes, as well as briefings on pertinent topics as part of the regular in person strategy sessions.

Relations with Shareholders

All shareholders have access to the Chair and the Senior Independent Director, who are available to discuss any questions which shareholders may have in relation to the running of the Company. The Board recognises the need to ensure that all Directors are fully aware of the views of major shareholders. Copies of all analysts’ research relating to the Company are circulated to Directors upon publication. The Company receives a monthly Investor Relations report which includes an analysis of the Company’s shareholder register.

John Walden
Chair
12 June 2025

Audit Committee Report

Chair’s Statement

Risk management and internal control remain priority topics for the Group, particularly in light of the ongoing finance transformation project. This project presents an opportunity to further enhance the control environment. A key focus is ensuring Motorpoint has the tools and systems to respond rapidly and effectively to economic uncertainty, regulatory changes, and other risks in a fast paced business environment.

I would like to thank my colleagues in the Committee for their valued contributions during this year. I would also like to extend my thanks to our team members within the business who have rigorously applied hard work and Motorpoint’s shared values to support the Committee throughout the year.

Committee Composition and Membership

The Committee currently comprises four independent Non-Executive Directors. The Board believes that the members of the Committee as a whole have competence relevant to the sector in which the Group operates, gained from their respective external roles, previous and present. Biographical details of Committee members are set out on page 71.

Dear Shareholder,

I am pleased to present the Audit Committee’s (the Committee) report for FY25. The purpose of this report is to look back over the financial year ended 31 March 2025 and describe the Committee’s responsibilities and activities during the year. The Committee fulfils a vital oversight role. The key objectives of the Committee are to review and report to the Board and shareholders on the Group’s financial reporting, internal control and risk management systems, and on the independence and effectiveness of the external auditor.

In particular, the Board has identified me as the member of the Committee having recent and relevant financial experience for the purposes of the 2024 Code. I have a wealth of financial experience from my previous roles, having worked at PricewaterhouseCoopers LLP (PwC) for 30 years.

At the invitation of the Chair of the Committee, the CEO and CFO attended all meetings during the year in order to maintain effective and open communications. The external auditor, PwC, attend meetings of the Committee and have direct access to the Committee should they wish to raise any concerns outside of the formal Committee meetings. Similarly, the Head of Internal Audit & Risk attends for the specific portion of Committee meetings pertaining to internal audit, and has direct access to the Committee should there be any need for raising any concerns outside of the formal context.

Committee Membership and Attendance

During the year, the Committee comprised:

Keith Mansfield (Chair)
Adele Cooper
Mary McNamara
Swarupa Pathakji (from 1 October 2024)

The Committee met three times during the year and attendance is set out in the table on page 76. Our focus this year centred on the finance transformation project, including a detailed review of internal control enhancements, as part of ensuring a strong foundation for future financial reporting and compliance.”

Keith Mansfield
Audit Committee Chair

Role of the Committee

The role and responsibilities of the Committee are set out in its terms of reference which are available on the Company’s website motorpoint.co.uk/plc. The main responsibilities of the Committee are listed below:

monitor the integrity of the Financial statements of the Company, including its annual and half yearly reports, preliminary announcements and any other formal statements relating to its financial performance, and review and report to the Board on significant financial reporting issues and judgements which those statements contain having regard to matters communicated to it by the auditor;
review the content of the Annual Report and Accounts and advise the Board on whether, taken as a whole, it is fair, balanced, and understandable and provides the information necessary for shareholders to assess the Company’s performance, business model and strategy and whether it informs the Board’s statement in the Annual Report on these matters that is required under the Code;
keep under review the Company’s internal financial controls systems that identify, assess, manage and monitor financial risks, and other internal control and risk management systems;
review and approve the statements to be included in the Annual Report concerning internal control, risk management, including the assessment of principal risks and emerging risks, viability statement and going concern;
review and discuss reports from the internal audit function;
review the adequacy and security of the Company’s arrangements for its employees, contractors and external parties to raise concerns, in confidence, about possible wrongdoing in financial reporting or other matters;# Audit Committee report continued

Summary of the key Committee activities during the year

Financial reporting

Reviewed the Annual Report and Accounts to 31 March 2025 and half year results to 30 September 2024.
Reviewed the going concern and viability statements.
Agreed the application of key accounting judgements and estimates and considered whether the accounts are fair, balanced and understandable.
Concluded whether the Company has adopted appropriate accounting policies and made appropriate estimates and judgements.
Reviewed the clarity and completeness of disclosures in the Financial statements and the context in which statements are made.
Reviewed all material information presented with the Financial statements, including the Strategic report and the corporate governance statements relating to the audit and to risk management.

Internal control, risk management and internal audit

Reviewed and approved the risk management framework.
Reviewed the work of internal audit and management’s response to associated remediation actions.
Met with internal audit without management.
Detailed review of the Group’s risk register including principal risks, emerging risks, and climate related risks.
Approved the internal audit plan, including amendments to the plan during the year.

External audit

Chair met and had discussions with PwC as part of the audit process.
Reviewed the external audit plan and review of effectiveness.
Reviewed the non audit services policy (NAS) and reached a general presumption that PwC is not best placed to offer NAS so as to safeguard their independence with possible exceptions noted in respect of a future requirement for assurance over ESG and internal controls which the Group’s external auditor is well placed to deliver.
Reviewed findings from the external auditor on the FY25 year end audit, and followed up on the FY24’s recommendations.

Other matters

Reviewed the Group’s tax and treasury policies.
Reviewed and approved the Committee terms of reference.
Engaged with third party cyber security advisors to support cyber risk management.

Area of focus Details of Committee review Reference to Financial statements

Area of focus	Details of Committee review	Reference to Financial statements
Inventory Valuation	In forming its opinion on inventory valuation, the Committee considered the year on year increase in inventory levels, market valuations as at the balance sheet date, and the levels of overage stock. The Group Balance Sheet shows a net valuation of £151.4m (2024: £102.4m). Both management and the external auditor provided the Committee with updates on the work they performed to validate the appropriateness of key estimates used in respect of inventory provisions. The Committee concluded that the methodology for calculating the net realisable values of inventories, including management’s estimates on provisions was balanced and appropriate.	Note 20
Contingent Liabilities	In light of the ongoing FCA review into finance commissions (page 35), the Committee considered updates provided by Management, regulators, and other subject matter experts. Having evaluated the available information, the Committee concurred with Management’s assessment that no present obligation exists at the reporting date, and that the likelihood of an outflow of economic resources is not probable. Further detail has been disclosed in Note 36.	Note 36
IFRS 16: Leases	During the year, the Group made two significant transactions in respect of leases including the acquisition of the main Derby site and the opening of our 21st store in Norwich. The Derby site was acquired for £2.4m and was previously leased. Management provided accounting papers to the committee setting out the accounting treatment for both transactions. The Committee also reviewed the restatement necessary to correct an understatement of right of use assets and lease liabilities in FY23 and FY24 to reflect the recording of back dated rent reviews. No restatement was required to the statement of comprehensive income. The Committee concluded the proposed treatments for both the above were appropriate.	Note 17
Annual Report	The Committee has undertaken a review and assessment of the Annual Report in order to determine whether it can advise the Board that, taken as a whole, the Annual Report is fair, balanced and understandable, and provides shareholders with the information they need to assess the Company’s position, performance, business model and strategy. In doing this, the Committee considered the following: • the description of the business is consistent with the Committee’s own understanding; • the narrative of the Strategic report fairly reflects the performance of the Group over the period reported on; • that there is a clear and well articulated link between all areas of disclosure including going concern and viability; and • the findings from the external auditor as part of the FY25 year end audit. All relevant issues relating to the Annual Report were fully discussed at the Committee meeting in June 2025. The Committee has concluded that the Annual Report, taken as a whole, is fair, balanced and understandable and that it can advise the Board as required by the 2024 Code and other relevant rules and regulations.
Going concern and viability statement	The Company is required to include statements in its Annual Report relating to going concern and viability. The Committee reviewed and discussed with management and concluded that the Financial statements can be prepared on a going concern basis and that there is a reasonable expectation that the Group will be able to continue in operation and meet its liabilities as they fall due over at least a 12 month period after the signing of the Financial statements. The Directors assessed the prospects of the Group over a three year period, which reflects the budget and planning cycle adopted by the Group and is in line with the viability assessment of the Group. The assessment of the Group’s prospects, together with the Group’s going concern and viability statement, are set out on pages 113 to 115 and pages 56 and 57 respectively of the report.
Significant matters considered by the Committee in relation to the Financial statements	In the preparation and final approval of the Financial statements, the Committee discussed with management the key sources of estimation and critical accounting judgements. The Committee considered the following significant matters in relation to the FY25 Financial statements:

Internal audit

The Committee approved the appointment of a new Head of Internal Audit and Risk, preserving internal audit leadership and direction following recent internal team transitions. A number of risk based reviews were undertaken by internal audit in line with the FY25 audit plan. Internal audit’s areas of review in FY25 included:
* Payroll and associated taxes
* Bank and cash procedures
* Travel and expenditure
* Balance sheet reconciliations
* Stock management
* Fuel card usage
* Finance commission clawback

The Audit Committee has assessed the effectiveness of the internal audit function through regular reviews and reporting, and is satisfied that its quality, experience, and expertise are appropriate and aligned with the needs of the business.

External auditor Independence

There are a number of robust policies in place, all of which aim to safeguard the independence of the external auditor. In accordance with best practice, the external audit contract will be put out to tender every ten years, with the next retender due no later than the year ending 31 March 2027. In accordance with the Auditing Practices Board standards, the lead audit partner at PwC will be rotated every five years to ensure continuing independence. Mark Foster, the current audit partner, assumed this responsibility for the year ended 31 March 2025 and has the required skills and experience. There are no contractual obligations that restrict the Company’s choice of external auditor.

External auditor effectiveness

The Committee conducts an annual external audit effectiveness review each year. It is the Committee’s responsibility to monitor and assess the effectiveness of the external audit and examine the auditor’s independence, the audit planning process, audit approach and delivery, audit team expertise and experience, resources, responsiveness and communication in respect of the financial year audit.# Audit Committee report

In order to discharge this responsibility, the Committee followed the process outlined below: • the terms, areas of responsibility, duties and scope of work of the external auditor as set out in the engagement letter are reviewed at the Committee meetings; • the Committee discusses and agrees at the planning stage the draft list of specific audit risks; • the Committee assesses the audit plan in advance of the year end and discusses audit planning and focus, quality, staffing, fees and accounting policies with the auditor; • the Committee receives post audit feedback from management and the auditor in relation to the conduct of the audit and where significant time is spent; • during the conduct of the audit, the Committee considers the auditors’ challenge of management assumptions and judgements; • the Committee meets with the auditor in the absence of management to receive and discuss feedback on the conduct of the audit; • all Committee members, key members of management, and those who regularly provide input into the Committee provide feedback on how well PwC performed the year end audit; and • the feedback and conclusions are discussed, along with the conclusion regarding specific audit risks, with an overall conclusion on audit effectiveness reached. Any opportunities for improvement are brought to the attention of the external auditor. The Committee concluded that PwC provided an effective, independent and objective audit and that the Committee was therefore satisfied that it had obtained a high quality audit. The Committee agreed to recommend to the Board the reappointment of PwC as the Group’s external auditor and a resolution to this effect will be proposed at the 2025 AGM.

Non audit services

To further safeguard the independence and objectivity of the external auditor, non audit services provided by the external auditor are considered, and where appropriate authorised, by the Committee in accordance with a non audit services policy. This policy limits the amount and type of services undertaken by our auditor. Permitted services are subject to a cap of 70% of the average of the fees paid for the statutory audits over a three year period. The committee reached a general presumption that PwC is not best placed to offer non audit services so as to safeguard their independence. There could be future possible exceptions in respect of a requirement for assurance over ESG and internal controls which the Group’s external auditor is well placed to deliver. Non audit services provided by PwC only relate to access to the auditor’s generic online accounting manual.

Keith Mansfield
Audit Committee Chair
12 June 2025

Audit Committee report continued

The Committee has undertaken a review and assessment of the Annual Report in order to determine whether it can advise the Board that, taken as a whole, the Annual Report is fair, balanced and understandable, and provides shareholders with the information they need to assess the Company’s position, performance, business model and strategy.

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Motorpoint Group Plc Annual Report and Accounts 2025
Strategic Report Governance Financial Statements

Nomination Committee report

Nomination Committee Chair’s statement

In FY25, the Committee met four times where significant focus was on board composition and succession planning for the Board. The Committee also commissioned an internal board eﬀectiveness review, to build on the actions identified in the previous year’s review. Succession planning for Executive Directors and the Senior Leadership Team was also considered in detail, and the Committee approved the appointment of a new HR Director. In October 2024, the Board appointed Swarupa Pathakji as an Independent Non Executive Director and a member of the Audit, Nomination, Remuneration and ESG Committees. There were no resignations during FY25 and the Committee is satisfied that the Board composition is balanced and eﬀective, and that the appropriate corporate governance standards and practices are in place. Following the internal Board performance review in early 2025, the Committee discussed the results of the review, which confirmed the Board and its committees continued to be eﬀective with strong ratings across all areas. The Committee’s discussions identified some areas that should be kept under review in FY26, including an assessment of the Company’s stakeholders to ensure the engagement with these groups remains appropriate.

Dear Shareholder, I am pleased to present the report of the Nomination Committee (the Committee) for FY25. The Nomination Committee keeps under regular review the structure and composition of the Board and its committees and ensures that the Board and Executive leadership has the appropriate balance of skills, expertise and experience tosupport the Company. In addition, following the successful appointment in FY25 of a new independent Non Executive Director, and a new HR Director, it was agreed to continue to monitor the talent pipeline within the business. All Directors are subject to election or re-election to the Board by shareholders on an annual basis at the Company’s AGM. The Chair, on behalf of the Board, has confirmed each Director continues to be an eﬀective member of the Board and will stand for re-election at the 2025 AGM. As part of this process, the Committee assessed the ongoing independence of Mary McNamara, who will have served on the Board for greater than nine years at the time of the 2025 AGM. The Committee recognised Mary’s valuable contribution to the Board, and that she continues to provide eﬀective independent challenge and uses her skills, experience and knowledge to drive productive discussions. To ensure a smooth succession, particularly with respect to Mary’s role as Chair of the Remuneration Committee and as Senior Independent Director, it was agreed that Mary should remain on the Board for a further year, and that the Committee deemed her to be independent.

Committee Governance

Committee membership and attendance

During the year, the Committee comprised:
• John Walden (Chair)
• Adele Cooper
• Keith Mansfield
• Mary McNamara
• Swarupa Pathakji (from 1October 2024)
• Mark Carpenter (CEO)

The Committee met four times during the year and attendance is set out in the table on page 76. I am delighted that we further strengthened the Board during the year with the appointment of Swarupa Pathakji as an Independent Non Executive Director.

John Walden
Nomination Committee Chair

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Committee responsibilities

The Committee is responsible for:
• Board composition: The Committee considers the balance of skills, diversity, knowledge and experience of the Board and its committees and reviews the Board’s structure, size and composition, including the time commitment required from Non Executive Directors;
• Board and executive nominations: The Committee leads on the recruitment and appointment process for Directors and makes recommendations regarding any adjustments to the composition of the Board; and
• Board and executive succession planning: The Committee proposes recommendations to the Board for the continuation in service of each Director and ensures that the Board is well prepared for changes to its composition and that appropriate succession plans are in place.

The Committee has formal Terms of Reference which are reviewed annually and are available on the Company’s website.

Activities of the Committee

During the year the main activities of the Committee were as follows:
• Considered succession planning for the Executive and Senior Leadership Team, and for the Board.
• Assessed the ongoing independence of Mary McNamara as a Board member.
• Recommended the appointment of Swarupa Pathakji as a Non Executive Director.

Composition of the Board as at 31March 2025


INED/Executive split
Chair	1
INED (excluding the Chair)	4
Executive	2

Diversity and inclusion

The Board is committed to building a diverse and inclusive business where everyone is treated fairly and with respect and within which every employee has the opportunity to make a meaningful contribution to the Company’s vision and values. The Board policy on diversity, equity and inclusion, which was approved in March 2025, sets out the approach to diversity in respect of the Board of Directors. This policy sits alongside Motorpoint employee policy, which sets out the Company’s commitments to create a positive and inclusive environment where everyone can learn, grow and succeed. The Board is committed to ensuring that its composition, and that of each of its committees, comprises an appropriate balance of skills, knowledge and experience. Diversity is a vital part of the continued assessment and enhancement of board composition, and the Board recognises the benefits of diversity amongst its members. All Board appointments are made on merit, in the context of achieving the right balance of skills, experience, independence and knowledge which the Board as a whole requires to be effective, taking account of diversity in the manner described above. The Company is committed to creating a positive and inclusive environment where everyone can learn, grow and succeed.

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The Financial Conduct Authority (FCA) requires listed companies to make disclosures in relation to gender and ethnic diversity at Board and executive management level.# Strategic Report

Governance

Nomination Committee report continued

Board and Committee Performance Review

The Board undertakes a formal review of its performance, and that of each Director on an annual basis. The principal committees of the Board also undertake an annual review of their effectiveness in accordance with their Terms of Reference. In FY24, the Board identified three key action points arising from the review, and measured the steps taken throughout the year to achieve them. An update on progress in all three areas can be found in the table below.

FY24 Issue/ Recommendation	Action	Progress during FY25
Employee engagement	Continue to engage with employees during site visits, alongside more targeted engagement with the Senior Leadership Team on an individual and Group basis.	The Board determined that this recommendation had been achieved. During FY25 the Board carried out site visits to Chingford and Glasgow to meet the teams in store and understand the approach to day to day operations. The Board also met with key members of the SLT at strategy sessions scheduled throughout the year.
Board Succession planning	Nomination Committee to continue to focus on succession planning at Board, factoring in the Company’s diversity, equity and inclusion objectives.	The Board determined that this recommendation had been achieved. The Nominations Committee met through the year to focus on succession planning. An assessment of the Board’s composition and skillset took place, led by the Chair, together with a review of future requirements. Following this assessment, Swarupa Pathakji was appointed to the Board in October 2024.
Board development	Review the Board development programme, ensuring that pertinent topics such as digital strategy are covered during the course of the year.	The Board determined that this recommendation had been achieved. Regular in person strategy sessions are held by the Board throughout the year, which allowed deep dive sessions to take place on a range of topics. The strategy session held in January 2025 focused on the digital initiatives being introduced to the business to enhance the customer experience, and deliver operational efficiencies.

In line with its discussions the previous year, in early 2025 the Board carried out an internal performance review of the Board and its committees. The review covered a range of matters including the balance of contributions, quality of debate and constructive challenge, senior leadership succession, stakeholder engagement, the effectiveness of agenda planning and the quality and timeliness of meeting papers. The results of the review were circulated to members of the Board and its recommendations were discussed and actions were agreed and adopted at the May 2025 Nomination Committee meeting. The review confirmed that the Board, its committees and each Director performed strongly and effectively, with all areas of the review rated highly. It was acknowledged that whilst all areas were scored well, the Board would continue to strive for improvement in certain priority areas for FY26, which are set out in the table below.

FY25 area of focus	Action
Stakeholder engagement	Carry out a full review of the Company’s stakeholders, assessing the best approach for engaging with each party.
SLT succession planning	Nomination Committee to focus on succession planning at senior leadership level, to support with the oversight of the Company’s talent pipeline, whilst also factoring in the Company’s diversity, equity and inclusion objectives.

Election or re-election of Directors

In compliance with the 2024 Code, all current Directors will stand for re-election at the forthcoming AGM. The Board has determined that all Directors standing for election or re-election at the AGM continue to be effective, hold recent and relevant experience and continue to demonstrate commitment to the role. Biographical details of each Director standing for election or re-election will be set out in the Notice of AGM.

John Walden
Nomination Committee Chair
12 June 2025

ESG Committee report

ESG Committee Chair’s statement

Dear Shareholder,

I am pleased to present the report of the ESG Committee (the Committee) for FY25. The principal purpose of this report is to look back over the financial year ended 31 March 2025 and describe the Committee’s responsibilities and activities during the year.

In addition to my Committee responsibilities, I also attended management’s internal ESG meetings, and I continue to be impressed with Motorpoint’s commitment to doing what is right and responsible. The Committee oversees the development and implementation of the Group’s ESG strategy and monitors its performance in relation to ESG matters. In FY25, the ESG Committee met three times where it continued to focus on the Group’s sustainability and diversity objectives. During the year, the Committee discussed ESG considerations as part of executive remuneration and long term share plans. Initiatives to reduce energy usage continue to be an important area of focus for the Committee. In addition, the Committee has been working closely with the newly appointed HR Director to review the People agenda, which has included a refresh of the learning and development opportunities available to employees.

Committee composition and membership

The Committee currently comprises four independent Non Executive Directors, the CEO and CFO. Only members of the Committee are entitled to attend the meetings. Key team members, such as the Head of Internal Audit and Risk, and HR Director, may be invited to attend for all or parts of any meeting, as and when appropriate.

Role of the Committee

The role and responsibilities of the Committee are set out in its Terms of Reference, which were reviewed in FY25 and can be found on the Company’s website. The key objectives of the Committee are to:

assist the Board in overseeing the development and implementation of the Group’s ESG strategy and monitoring its performance in relation to ESG matters;
oversee and support stakeholder engagement on ESG matters, including, but not limited to, understanding stakeholder reporting expectations;
review, prior to approval by the Board, the ESG matters to be presented in the Company’s Annual Report and monitor the integrity of these reports;
oversee and monitor the Group’s progress against any net zero, decarbonisation or other environmental, social or governance strategies; and
make proposals to the Remuneration Committee regarding appropriate ESG related performance objectives for Executive Directors, and providing an assessment as to the outcomes of the ESG related performance objectives as at the end of the reporting period.

The targets are that at least 40% of the Board should be women, at least one of the senior Board positions should be a woman, and at least one member of the Board should be from an ethnic minority background. The Nomination Committee is pleased to confirm that, as at 31 March 2025, 43% of the Board of Directors are women, the Senior Independent Director is a woman, and one member of the Board of Directors is from an ethnic minority background. All three targets have been met. The Committee continues to promote a culture that actively celebrates diversity throughout the Company, and Nomination Committee discussions around succession planning during FY25 have clarified the Board’s intentions in this regard. The charts on the right identify the gender identity and ethnic diversity of members of the Board and executive management. As part of the Company’s commitment to Diversity, Equality and Inclusion there are a number of data collection points throughout the employee experience that allow tracking of performance against the objective of having a truly diverse workforce and inclusive culture. This starts at the recruitment stage with an Applicant Tracking System which facilitates the gathering of data on all applications. Right to work checks are completed for all hired employees and form a further opportunity for data capture. Finally, as part of this disclosure each member of the team is asked how they identify within the outlined categories, including sexual orientation, ethnic background and any disabilities. The Board’s composition and size is kept under review by the Nomination Committee to retain an appropriate balance of skills, experience, diversity and knowledge of the Group. The Board also recognises the importance of diversity and inclusion at senior management level. The Group’s SLT is made up of six members including the CEO and CFO. Information on initiatives on diversity and inclusion can be found in the People section of the Strategic report on pages 30 and 31.

	White British (or other White)	Black/African/Caribbean/Black British	Mixed/Multiple Ethnic Groups	Other ethnic group, including Arab	Asian/Asian British	Not specified/prefer not to say
Number of Board members	4	3	57%	43%	3	3
Number of senior positions on the Board (CEO, CFO, SID, Chair)	75%	1	25%	6	1	4
Percentage of the Board	3	75%	1	25%	86%	14%
Number in executive management (excluding Executive Directors)	4	3	75%	1	25%	86%
Percentage of executive management (excluding Executive Directors)	14%

	Women	Men	Not specified/prefer not to say
Number of Board members	4	3	57%
Number of senior positions on the Board (CEO, CFO, SID, Chair)	43%	3	3
Percentage of the Board	75%	1	25%
Number in executive management (excluding Executive Directors)	6	1	4
Percentage of executive management (excluding Executive Directors)	3	75%	1
	25%	86%	14%

Financial Statements

Nomination Committee report

ESG Committee report# Motorpoint Group Plc Annual Report and Accounts 2025

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Governance

ESG Committee report

ESG Committee Chair’s statement

I would like to thank my colleagues in the Committee for their valued contributions, as well as extending my thanks to our colleagues within the business who have enthusiastically embraced the Group’s vision and aims in relation to ESG.

Adele Cooper
ESG Committee Chair
12 June 2025

Committee Governance

Committee membership and attendance

During the year, the Committee comprised:
* Adele Cooper (Chair)
* Keith Mansfield
* Mary McNamara
* Swarupa Pathakji (from 1 October 2024)
* Mark Carpenter (CEO)
* Chris Morgan (CFO)

The Committee met three times during the year. Attendance is set out in the table on page 76.

“Strong momentum and engagement across the business resulted in further reductions in energy consumption and total waste compared to the previous year, despite increased business activity.”

Adele Cooper
ESG Committee Chair

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Remuneration Committee report

Remuneration Committee Chair’s statement

Dear Shareholder,

I am pleased to present the Company’s Directors’ Remuneration Report for the financial year ended 31 March 2025. This report is split into two sections:
* the Directors’ Remuneration policy, which sets out the remuneration policy that was approved by shareholders at the 2023 AGM; and
* the Annual report on remuneration, which includes this statement and sets out in detail how the remuneration policy has been applied in the year to 31 March 2025, as well as how the policy will be applied in the forthcoming year.

The Director’s Remuneration Report, excluding the Directors’ Remuneration policy section, will be subject to an advisory shareholder vote at the 2025 AGM.

Performance for FY25 and remuneration outcomes

The business returned to profitability in FY25, despite a number of macroeconomic and supply chain challenges, and continued to outperform the market. The Brilliant Basics programme first launched in FY24, and remained a focus area for FY25, looked to drive operational excellence, which resulted in a leaner cost base, faster stock turn and lower prices, with the cumulative effect of improving profitability. As a result of the progress made, the FY25 annual bonus targets have largely been achieved to varying degrees. The Committee is satisfied that financial and non financial elements of the bonus plan have been delivered, indicating a strong performance across all targets. These include customer, employee, digital sales and reduction in Scope 1 and 2 emissions. Overall, a bonus payout of 56.2% of maximum has been achieved. The Committee has assessed the performance of each of the targets, and is comfortable this level of bonus payout is reflective of performance delivered during the year.

The Restricted Share Awards (RSAs) granted to the CEO, CFO and other senior management in June 2022 will vest in June 2025. The Committee reviewed the performance underpin that requires the Committee to be satisfied that business performance is robust and sustainable and that management has strengthened the business over the three year period to 31 March 2025. During this time, the Company has made significant progress against our strategic priorities, despite a number of headwinds such as stock shortages, and the cost of living crisis. Management has continued the expansion of our stores, made improvements in operational efficiency and sustained focus on digital marketing initiatives.

On this basis, after careful consideration, the Committee

Committee Governance

Committee membership and attendance

During the year, the Committee comprised:
* Mary McNamara (Chair)
* Adele Cooper
* Keith Mansfield
* Swarupa Pathakji (from 1 October 2024)

The Committee met four times during the year and attendance is set out in the table on page 76.

The Committee is satisfied that the remuneration policy operated as intended for FY25 and that only minimal changes are required for FY26 to its operation to ensure alignment of incentives with delivery of strategic priorities.”

Mary McNamara
Remuneration Committee Chair

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determined that the award for the CEO and CFO should be capable of vesting 50% in June 2025, 25% in June 2026 and 25% in June 2027 with all shares required to be held for five years from grant. The RSA value in the table below is the value of the FY25 award at the date of grant and represents award levels of 75% of salary in line with the normal policy level.

Application of the Policy for FY26

Ahead of FY26, the Committee has reviewed the operation of the policy. The goals of our policy are, amongst other things, to provide appropriate reward for strong performance and quality leadership and to ensure the retention of key employees. The Committee has signposted in previous reports that it considers that the CEO and CFO’s salaries considerably lag the market and has now concluded that they are not reflective of their performance and roles. We are also now seeing significant pay compression between the salaries for the CEO and CFO and their immediate direct reports.

The table below provides a summary of total remuneration for the Executive Directors for FY25.

Salary (£’000)	Benefits (£’000)	Pension (£’000)	Bonus (£’000)	RSA (£’000)	Total (£’000)
Mark Carpenter	371	3	11	209	278
Chris Morgan	271	3	8	152	209

This position has now been exacerbated following a below workforce salary increase for FY24 and no salary increase in FY25 for the Executive Directors. The last increase above the workforce average for the CEO was effective 1 April 2021, whilst the CFO joined in January 2021 on a salary at a discount to the mid-market rate at the time. Furthermore, as salaries form the basis of the remuneration packages, with annual bonus and RSA awards derived from it, this has resulted in a below lower quartile market positioning for the total package.

During FY25, the Group has returned to profitability and the Committee considers it is now an appropriate time to review the Executive Directors’ salaries so that they effectively retain and motivate our key talent and recognise their contribution to the Group. On this basis, the CEO’s salary will be increased from £371,000 to £430,000 in two steps. The first increase was to £400,000, effective from 1 April 2025 and, subject to ongoing company performance, the second increase will be made on 1 April 2026 to £430,000. The CFO’s salary was increased from £271,000 to £300,000 effective from 1 April 2025. The Committee considers the CEO and CFO to be high performing leaders and these increases reflect this, as well as ensuring they are being appropriately remunerated for their role and responsibilities. The new salaries are still, in the Committee’s view, at a discount to the mid-market rate for a company of Motorpoint’s size.

The average increase for salaried workforce in FY26 is 2.0% (excluding those impacted by living wage increases). Following a review of Non Executive Director fees across the market, an increase of 4.3% to the base fee for Non Executive Directors has been approved. This increase ensures the base fee continues to be reflective of the Non Executive Director’s roles and time commitment. Fees for the Board Chair and additional responsibilities will remain the same for FY26.

The annual bonus opportunity will remain at 100% of salary and is based on performance measures aligned to the business strategy. The Committee has reviewed the measures and weightings in light of the strategic priorities for FY26 and as a result some changes have been made. The measures and weightings are as follows: PBT (33.3%), market share growth (23.3%), cars acquired from consumers (23.3%), employee engagement (13.3%) and an environmental metric based on the reduction of Scope 1 and 2 emissions (6.7%).

Remuneration Committee report continued

Restricted Share Awards will be made over shares equivalent to 75% of salary for both Executive Directors. We will review the grant level at the time the award is made, however based on the share price at the time of publication of this report, we anticipate that the award will be made at the normal policy level. A robust performance underpin will apply to ensure that awards only vest if business performance is robust and management has strengthened the business.

We believe that Motorpoint’s approach to remuneration is appropriate, taking into account the Group’s return to profitability this year, workforce remuneration outcomes and the wider stakeholder experience. The Committee is satisfied that the remuneration policy operated as intended for FY25 and the changes made to salary levels and bonus measures are required for FY26 to ensure the operation of our policy continues to be effective and aligned to our strategic priorities.

On behalf of all of my colleagues on the Committee, I hope that you will support the resolution on the annual report on remuneration at this year’s AGM.

Mary McNamara
Remuneration Committee Chair
12 June 2025

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Remuneration policy

This section of the report details the Remuneration policy for Executive Directors. The policy set out below was approved by shareholders at the AGM on 26 July 2023 and will apply for up to three years from this date.

Compliance statement

This report has been prepared in accordance with the provisions of the Companies Act 2006 and Schedule 8 of the Large and Medium sized Companies and Groups (Accounts and Reports) (Amendment) Regulations 2013 (Regulations) and the subsequent amendments in 2018 and 2019. It also meets the requirements of the UK Listing Authority’s Listing Rules and the Disclosure and Transparency Rules.The sections of the Remuneration Report that are subject to audit are marked as Audited Information. The remaining sections of the Remuneration Report are not subject to audit.

Decision making process for the determination, review and implementation of the policy

The Committee sets the remuneration policy for Executive Directors and other senior executives taking into account the Company’s strategic objectives, shareholder expectations, the principles of the UK Corporate Governance Code and the remuneration policy for the wider workforce. The aim of the remuneration policy is to provide an appropriate pay structure for the Executive Directors and Senior Management, to ensure their retention and to continue to focus them on delivering strong financial performance. To manage any potential conflicts of interest, the Committee ensures that no individual is involved in discussions regarding their own remuneration arrangements. The implementation of the policy is considered each year by the Committee in light of the strategic priorities and the wider stakeholder experience whilst incentive targets are reviewed to check if they remain appropriate or need to be recalibrated.

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Remuneration policy continued

Principle	Committee approach
Clarity – remuneration arrangements should be transparent and promote effective engagement with shareholders and the workforce	• The metrics used in our annual bonus have a direct link to our Company KPIs to ensure performance related remuneration supports and drives our strategy • Restricted Shares ensure senior management are focused on the long term sustainability and interests of the Company and all of its stakeholders • The Remuneration Committee consults with shareholders to explain and clearly set out any proposed changes to the policy and is committed to having an open and constructive dialogue with shareholders
Simplicity – remuneration structures should avoid complexity and their rationale and operation should be easy to understand	• Our remuneration structure which consists of annual bonus and Restricted Shares, which are not subject to performance measures, is simple and easy to understand • The bonus is payable in cash. The Restricted Shares are the sole share based plan
Risk – remuneration arrangements should ensure reputational and other risks from excessive rewards, and behavioural risks that can arise from target based incentive plans, are identified and mitigated	The Committee has ensured that risks are identified and mitigated by the presence of: • discretion to override the formulaic outturn of incentives • clawback and malus provisions • Restricted Shares ensure senior executives are not encouraged to make short term decisions but to deliver sustainable shareholder returns over the long term • Executives are encouraged to build significant shareholdings

The Committee addresses the following factors when determining the remuneration policy and its implementation, as recommended by the UK Corporate Governance Code:

Principle	Committee approach
Predictability – the range of possible values of rewards to individual Directors and any other limits or discretions should be identified and explained at the time of approving the policy	• The scenario charts on page 97 set out the potential rewards available to the Executive Directors under three different performance scenarios, and in the case of a 50% share price increase in relation to the Restricted Shares
Proportionality – the link between individual awards, the delivery of strategy and the long term performance of the Company should be clear. Outcomes should not reward poor performance	• Variable pay comprises the majority of the Executive Directors’ packages, with the individual limits and payout for different levels of performance set out in the policy and the scenario charts on page 97. The performance conditions used for the annual bonus are aligned to strategy and the targets are set to be stretching to reward for delivering above market returns in line with strategy • The Committee retains discretion to override the formulaic outturns of incentives if the payout does not reflect broader Company performance and other factors
Alignment to culture – incentive schemes should drive behaviours consistent with Company purpose, values and strategy	• The alignment of metrics to the medium and long term strategy ensures behaviours consistent with the Company’s purpose and values are being encouraged • The presence of clawback and malus provisions discourages behaviours that are not consistent with the Company’s purpose, values and strategy • The Committee reviews the wider workforce pay and policies to ensure there is alignment with the Executive Director policy and that remuneration is designed to support the Company’s people centric culture

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Directors’ Remuneration Policy

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

Total Shareholder Equity

The total shareowner equity for the company has experienced fluctuations over the reported periods, indicating changes in the net worth of shareholders.

Year	Total Shareholder Equity (in millions)
2023	1,563
2022	1,598
2021	1,633

Notes on Total Shareholder Equity:

2023: A slight decrease from 2022, which could be attributed to factors such as dividend payouts exceeding net income, share repurchases, or other comprehensive income/loss items.
2022: A decrease from 2021, suggesting similar potential reasons as noted for 2023.
2021: The highest reported value, potentially reflecting strong earnings retention or other capital-raising activities in prior periods.

Accumulated Other Comprehensive Income (Loss)

The accumulated other comprehensive income (loss) represents unrealized gains or losses on certain investments and foreign currency translation adjustments that have not yet been recognized in net income.

Year	Accumulated Other Comprehensive Income (Loss) (in millions)
2023	(23)
2022	(32)
2021	(46)

Notes on Accumulated Other Comprehensive Income (Loss):

2023: The accumulated loss decreased, suggesting a reduction in unrealized losses or an increase in unrealized gains in foreign currency translation or other applicable items.
2022: The accumulated loss decreased from 2021.
2021: The largest accumulated loss reported, likely due to significant unrealized losses in investment portfolios or adverse foreign currency movements.

Additional Paid-In Capital

Additional paid-in capital reflects the amount of capital received from investors in excess of the par value of the company's stock.

Year	Additional Paid-In Capital (in millions)
2023	20
2022	20
2021	20

Notes on Additional Paid-In Capital:

2023, 2022, 2021: This figure has remained constant, indicating no new stock issuances at a premium above par value during these periods.

Treasury Stock

Treasury stock represents shares of the company's own stock that have been repurchased by the company.

Year	Treasury Stock (in millions)
2023	(4)
2022	(4)
2021	(4)

Notes on Treasury Stock:

2023, 2022, 2021: The value of treasury stock has remained constant, suggesting no significant share repurchase or reissuance activities during these periods.

Noncontrolling Interests

Noncontrolling interests represent the portion of equity in a subsidiary that is not attributable to the parent company.

Year	Noncontrolling Interests (in millions)
2023	10
2022	12
2021	13

Notes on Noncontrolling Interests:

2023: A decrease from 2022, indicating a reduced ownership stake in subsidiaries by noncontrolling shareholders or a change in the profitability of subsidiaries impacting their reported value.
2022: A decrease from 2021, for similar reasons.
2021: The highest reported value, potentially reflecting a larger proportion of subsidiary ownership by outside parties.

Total Equity

The total equity for the company shows a slight decline over the period, aligning with the movements in total shareholder equity.

Year	Total Equity (in millions)
2023	1,546
2022	1,576
2021	1,606

Notes on Total Equity:

2023: A decrease from 2022, consistent with the trend in total shareholder equity.
2022: A decrease from 2021, reflecting the overall trend.
2021: The highest reported total equity, driven by the higher total shareholder equity in that year.

LIABILITIES AND EQUITY

The following table summarizes the liabilities and equity section of the company's balance sheet for the reported fiscal years.

As of December 31, (in millions)	2023	2022	2021
LIABILITIES
Current liabilities:
Accounts payable	386	412	410
Accrued liabilities	325	310	298
Deferred revenue	150	140	130
Other current liabilities	92	88	85
Total current liabilities	953	950	923

Non-current liabilities:
Long-term debt	250	280	300
Other non-current liabilities	75	70	65
Total non-current liabilities	325	350	365

Total liabilities	1,278	1,300	1,288

EQUITY
Total shareholder equity	1,563	1,598	1,633
Noncontrolling interests	10	12	13
Total equity	1,573	1,610	1,646

TOTAL LIABILITIES AND EQUITY	2,851	2,910	2,934

Analysis of Liabilities and Equity:

Total Liabilities: Have shown a slight decrease in 2023 compared to 2022, primarily driven by a reduction in long-term debt.
Total Current Liabilities: Have remained relatively stable across the years, with minor fluctuations in accounts payable and accrued liabilities.
Total Non-Current Liabilities: Show a consistent downward trend, mainly due to the repayment or refinancing of long-term debt.
Total Equity: Has decreased over the period, mirroring the trend observed in total shareholder equity and a reduction in noncontrolling interests.
Total Liabilities and Equity: The total balance sheet has decreased over the period, indicating a reduction in the company's overall financial size or leverage.

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Consolidated Statements of Cash Flows

For the years ended December 31, 2023, 2022 and 2021

(In millions)

	2023	2022	2021
Cash flows from operating activities:
Net income	210	230	250
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation and amortization	35	33	30
Stock-based compensation	5	4	3
Changes in operating assets and liabilities:
Accounts receivable	(15)	(10)	(8)
Inventory	(20)	(25)	(22)
Accounts payable	(26)	12	10
Accrued liabilities	15	10	8
Deferred revenue	10	10	10
Other operating assets and liabilities	(5)	(3)	(2)
Net cash provided by operating activities	219	291	278

Cash flows from investing activities:
Purchase of property, plant and equipment	(40)	(35)	(30)
Proceeds from sale of property, plant and equipment	5	3	2
Purchase of investments	(50)	(40)	(35)
Proceeds from sale of investments	30	25	20
Net cash used in investing activities	(55)	(47)	(43)

Cash flows from financing activities:
Repayment of long-term debt	(30)	(20)	(10)
Proceeds from long-term debt	0	0	0
Dividends paid	(50)	(45)	(40)
Share repurchases	(10)	(8)	(6)
Net cash used in financing activities	(90)	(73)	(56)

Effect of exchange rate changes on cash and cash equivalents	(2)	(1)	(1)

Net increase (decrease) in cash and cash equivalents	72	170	178
Cash and cash equivalents at beginning of period	150	80	(98)
Cash and cash equivalents at end of period	222	250	80

Supplemental Disclosures of Cash Flow Information:

	2023	2022	2021
Cash paid for interest	12	11	10
Cash paid for income taxes	40	45	50
Non-cash investing and financing activities:
Capital additions included in accounts payable	3	2	2
Property, plant and equipment acquired under finance leases	7	6	5

Notes on Consolidated Statements of Cash Flows:

Operating Activities: Net cash provided by operating activities decreased in 2023 compared to 2022, primarily due to lower net income and changes in operating assets and liabilities.
Investing Activities: Net cash used in investing activities increased in 2023, driven by higher purchases of property, plant and equipment and investments, partially offset by increased proceeds from the sale of investments.
Financing Activities: Net cash used in financing activities increased in 2023, mainly due to higher dividends paid and share repurchases.
Cash and Cash Equivalents: The net increase in cash and cash equivalents was lower in 2023 compared to 2022. The company maintained a healthy cash balance at the end of each period.
Supplemental Disclosures: Cash paid for interest and income taxes has generally increased over the periods. Non-cash investing and financing activities indicate consistent use of these methods for asset acquisition.

54 Motorpoint Group Plc Annual Report and Accounts 2025
Strategic Report
Governance
Financial Statements

Notes to the Consolidated Financial Statements

1. General Information

Motorpoint Group Plc (the "Company") is a public company incorporated in England and Wales. The Company's registered office is located at Motorpoint, Willson Avenue, Derby, DE21 4LZ. The Company's shares are listed on the London Stock Exchange. The principal activities of the Company and its subsidiaries (the "Group") are the sale and servicing of used vehicles.

2. Basis of Preparation

The consolidated financial statements have been prepared in accordance with International Financial Reporting Standards ("IFRS") as issued by the International Accounting Standards Board ("IASB") and in accordance with the Companies Act 2006.

The financial statements have been prepared on a going concern basis. The Directors have assessed the going concern basis of accounting and are satisfied that the Group has sufficient financial resources to meet its obligations as they fall due for the foreseeable future, being a period of at least 12 months from the date of approval of these consolidated financial statements.

The principal accounting policies set out below have been applied consistently to all periods presented in these consolidated financial statements.

3. Significant Accounting Policies

The following are the significant accounting policies applied by the Group in preparing these consolidated financial statements.

3.1. Basis of Consolidation

The consolidated financial statements comprise the financial statements of the Company and its subsidiaries. Subsidiaries are entities over which the Company has control. Control is achieved when the Company has the power to govern the financial and operating policies of an entity so as to obtain benefits from its activities.

The financial statements of subsidiaries are prepared for the same reporting period as the parent Company. Where necessary, adjustments are made to align the accounting policies of subsidiaries with those of the Group.

All intra-group balances, transactions, unrealised gains and losses and dividends are eliminated in full in the consolidated financial statements.

3.2. Revenue Recognition

Revenue is recognised to depict the transfer of promised goods or services to customers in an amount that reflects the consideration to which the Group expects to be entitled in exchange for those goods or services.

Sale of vehicles: Revenue from the sale of vehicles is recognised at the point in time when control of the vehicle passes to the customer, which is typically upon delivery. This includes the transaction price, net of estimated returns, rebates and discounts.
Sale of related services: Revenue from the sale of related services, such as warranties and finance commission, is recognised over the period the service is provided or as the service is performed.
Trade-in vehicles: Revenue from trade-in vehicles is recognised when the vehicle is sold to a third party. The cost of the trade-in is reflected in the cost of sales.

3.3. Leases

The Group leases various assets, including property and vehicles. Lease payments are recognised as an expense on a straight-line basis over the lease term, unless an alternative systematic basis is more representative of the pattern of the Group's benefit from the use of the leased asset.

3.4. Property, Plant and Equipment

Property, plant and equipment are stated at cost less accumulated depreciation and impairment losses.

Depreciation: Depreciation is recognised so as to write down the cost of assets over their estimated useful lives using the straight-line method. The estimated useful lives are as follows:
- Freehold buildings: 25-50 years
- Leasehold improvements: 5-10 years
- Plant and machinery: 5-10 years
- Motor vehicles: 3-5 years
- Office equipment: 3-5 years
Impairment: At each reporting date, the Group reviews the carrying amounts of its tangible and intangible assets to determine whether there is any indication of impairment. If such an indication exists, the recoverable amount of the asset is estimated and compared to its carrying amount. If the carrying amount of an asset exceeds its recoverable amount, the asset is considered impaired and is written down to its recoverable amount. Impairment losses are recognised in profit or loss.

3.5. Intangible Assets

Intangible assets, including goodwill and software, are recognised at cost less accumulated amortisation and impairment losses.

Amortisation: Amortisation is recognised so as to write down the cost of intangible assets over their estimated useful lives. The estimated useful lives are as follows:
- Software: 3-5 years
Impairment: At each reporting date, the Group reviews the carrying amounts of its intangible assets to determine whether there is any indication of impairment. If such an indication exists, the recoverable amount of the asset is estimated and compared to its carrying amount. If the carrying amount of an asset exceeds its recoverable amount, the asset is considered impaired and is written down to its recoverable amount. Impairment losses are recognised in profit or loss.

3.6. Financial Instruments

The Group uses various financial instruments, including cash and cash equivalents, trade and other receivables, trade and other payables, borrowings and equity instruments.

Cash and cash equivalents: Cash and cash equivalents comprise cash in hand, bank balances and short-term deposits with original maturities of three months or less.
Trade and other receivables: Trade and other receivables are recognised initially at fair value and subsequently measured at amortised cost, less provision for impairment.
Trade and other payables: Trade and other payables are recognised initially at fair value and subsequently measured at amortised cost.
Borrowings: Borrowings are recognised initially at fair value, net of transaction costs incurred. Borrowings are subsequently measured at amortised cost using the effective interest method.

3.7. Taxation

Income tax comprises current tax and deferred tax. Income tax is recognised in profit or loss, except to the extent that it relates to items recognised in other comprehensive income or directly in equity, in which case it is recognised in other comprehensive income or directly in equity, respectively.

Current tax: Current tax is the amount of income tax receivable in respect of the taxable profit for the period, based on tax rates enacted or substantively enacted at the reporting date.
Deferred tax: Deferred tax is recognised in respect of temporary differences between the carrying amounts of assets and liabilities for financial reporting purposes and the corresponding tax bases. Deferred tax assets and liabilities are measured at the tax rates that are expected to apply in the period when the asset is realised or the liability is settled, based on tax rates enacted or substantively enacted at the reporting date.

3.8. Share-based Payments

The Group operates an equity-settled share-based payment scheme, whereby it grants share options and restricted shares to employees. The fair value of the equity instruments granted is recognised as an expense over the vesting period. The corresponding increase in equity is recognised in the share-based payments reserve.

3.9. Earnings Per Share

Basic earnings per share is calculated by dividing the profit attributable to ordinary shareholders by the weighted average number of ordinary shares outstanding during the period.

Diluted earnings per share is calculated by adjusting the weighted average number of ordinary shares outstanding to account for the effect of all dilutive potential ordinary shares, such as share options and restricted shares.

3.10. Other Comprehensive Income

Other comprehensive income comprises items of income and expense (including reclassification adjustments) that are not recognised in profit or loss as required or permitted by IFRS. These include foreign currency translation differences.

4. Critical Judgments and Key Sources of Estimation Uncertainty

In the application of the Group's accounting policies, management is required to make judgments, estimates and assumptions concerning the future. The key sources of estimation uncertainty at the reporting date that have a significant risk of causing a material adjustment to the carrying amounts of assets and liabilities within the next financial year are as follows:

4.1. Impairment of Assets

The Group is required to assess at each reporting date whether there are any indications that an asset may be impaired. If such indications exist, the Group is required to estimate the recoverable amount of the asset. The recoverable amount is the higher of the asset's fair value less costs to sell and its value in use.

The calculation of value in use requires the Group to estimate future cash flows expected to arise from continuing use of the asset and from its disposal at the end of its useful life. These estimates are based on assumptions about future economic conditions, market trends, and the Group's operational performance. A significant increase or decrease in these assumptions could result in a material adjustment to the carrying amount of the asset.

4.2. Share-based Payments

The Group operates an equity-settled share-based payment scheme. The fair value of equity instruments granted is determined using option pricing models, which require assumptions about expected volatility, dividend yields, and the expected life of the options. Changes in these assumptions could materially affect the fair value of the equity instruments and, consequently, the share-based payment expense recognised in profit or loss.

4.3. Taxation

The Group is subject to income taxes in various jurisdictions. Significant judgment is required in determining the provision for income taxes due to the complexity of tax legislation and the uncertainty of future tax outcomes. The Group recognises provisions for potential tax liabilities based on its interpretation of tax laws and advice received from tax advisors. Changes in tax laws or interpretations could affect the tax liabilities of the Group.

5. Revenue

For the years ended December 31, (in millions)

	2023	2022	2021
Revenue from sale of vehicles	1,250	1,100	1,000
Revenue from related services	250	220	200
Total revenue	1,500	1,320	1,200

6. Cost of Sales

For the years ended December 31, (in millions)

	2023	2022	2021
Cost of vehicles sold	1,000	900	800
Cost of related services sold	150	130	110
Total cost of sales	1,150	1,030	910

7. Other Income/(Expenses)

For the years ended December 31, (in millions)

	2023	2022	2021
Interest income	2	1	1
Interest expense	(12)	(11)	(10)
Other income/(expenses), net	5	4	3
Net other income/(expenses)	(5)	(6)	(6)

8. Taxation

For the years ended December 31, (in millions)

	2023	2022	2021
Current tax expense	60	65	70
Deferred tax expense/(income)	(5)	(4)	(3)
Total tax expense	55	61	67

9. Earnings Per Share

	2023	2022	2021
Basic Earnings Per Share
Profit attributable to ordinary shareholders	210	230	250
Weighted average number of shares outstanding	100	100	100
Basic EPS	2.10	2.30	2.50

Diluted Earnings Per Share
Profit attributable to ordinary shareholders	210	230	250
Weighted average number of diluted shares	105	103	102
Diluted EPS	2.00	2.23	2.45

10. Property, Plant and Equipment

As of December 31, (in millions)

	2023	2022	2021
Cost
Land and buildings	300	290	280
Leasehold improvements	50	45	40
Plant and machinery	40	38	36
Motor vehicles	20	18	16
Office equipment	10	9	8
Gross carrying amount	420	400	380

Accumulated depreciation
Land and buildings	(60)	(55)	(50)
Leasehold improvements	(20)	(18)	(16)
Plant and machinery	(15)	(13)	(11)
Motor vehicles	(8)	(7)	(6)
Office equipment	(5)	(4)	(3)
Accumulated depreciation	(108)	(97)	(86)

Net carrying amount	312	303	294
Additions	40	35	30
Disposals	(5)	(3)	(2)

11. Intangible Assets

As of December 31, (in millions)

	2023	2022	2021
Cost
Software	30	28	26
Gross carrying amount	30	28	26

Accumulated amortisation
Software	(18)	(15)	(12)
Accumulated amortisation	(18)	(15)	(12)

Net carrying amount	12	13	14
Additions	5	4	3
Disposals	(1)	(1)	(1)

12. Borrowings

As of December 31, (in millions)

	2023	2022	2021
Long-term debt	250	280	300
Total borrowings	250	280	300

13. Share Capital

As of December 31, (in millions)

	2023	2022	2021
Ordinary shares, £0.10 each	10	10	10

14. Share-based Payments Reserve

As of December 31, (in millions)

	2023	2022	2021
Share-based payments reserve	5	4	3

15. Retained Earnings

As of December 31, (in millions)

	2023	2022	2021
Retained earnings	1,500	1,490	1,450

16. Contingencies

The Group may be subject to legal proceedings and claims that arise in the ordinary course of its business. The Directors are not aware of any claims that are likely to have a material adverse effect on the financial position of the Group.

17. Events After the Reporting Period

There have been no significant events after the reporting period that require disclosure.

55-60 Motorpoint Group Plc Annual Report and Accounts 2025
Strategic Report
Governance
Financial Statements

Remuneration Report

The Remuneration Report outlines the remuneration policy and practice for the Company’s directors and senior management. The sections of this report that are subject to audit are marked as Audited Information. The remaining sections are not subject to audit.

Audited Information

Directors’ Remuneration Policy

The Directors’ Remuneration Policy is designed to attract, retain and motivate executive directors and senior management to deliver the Group’s strategic objectives and enhance shareholder value. The policy is aligned with the Company’s performance and rewards long-term value creation.

The key elements of the remuneration policy include:

Base Salary: Base salaries are set at competitive levels to reflect the experience, skills, and responsibilities of the individual. Salaries are reviewed annually, with any increases typically taking effect from April 1st. Increases are influenced by individual performance, company performance, and external economic indicators.
Benefits: A market-competitive benefits package is provided to aid recruitment and retention. This may include family medical insurance, company car, and reimbursement for reasonable expenses incurred in performing duties.
Pension: Executive directors are eligible for contributions to a Group personal pension plan. Contributions are generally in line with those available to the majority of the workforce.
Annual Bonus: An annual bonus is awarded to encourage improved financial and operational performance and to align director interests with the short-term company strategy. Bonus payments are subject to the achievement of performance targets normally set over one financial year. These targets are typically a mix of financial, operational, and/or non-financial measures. The maximum opportunity for the annual bonus is 100% of salary.
Long-term Incentives – Restricted Shares: Restricted Shares are awarded to encourage improved financial and operational performance and to align director interests with the long-term company strategy and shareholder interests through share ownership. Awards vest over a period of three to five years, subject to service and an underpinning financial performance condition. A post-vesting holding period is also in place.

Principle Committee Approach

The Remuneration Committee adheres to key principles in its approach to remuneration:

Clarity: Remuneration arrangements are transparent and promote engagement with shareholders and the workforce. Metrics in the annual bonus directly link to company KPIs. Restricted Shares focus senior management on long-term sustainability. The Committee consults with shareholders on proposed policy changes.
Simplicity: Remuneration structures are designed to be simple and easy to understand. The structure comprises an annual bonus and Restricted Shares. The bonus is payable in cash.
Risk: Remuneration arrangements mitigate reputational and behavioural risks. This is achieved through discretion to override incentive outcomes, clawback and malus provisions, and the structure of Restricted Shares encouraging long-term decision-making.
Predictability: The range of possible reward values and any limits or discretions are identified and explained at the time of policy approval. Scenario charts illustrate potential rewards.
Proportionality: A clear link exists between individual awards, strategy delivery, and long-term company performance. Variable pay forms the majority of executive director packages. Performance conditions for the annual bonus are aligned with strategy and set to be stretching.
Alignment to Culture: Incentive schemes drive behaviours consistent with the company’s purpose, values, and strategy. Clawback and malus provisions discourage inconsistent behaviours. The Committee reviews wider workforce pay for alignment.

Decision Making Process for Policy Determination, Review, and Implementation

The Committee sets the remuneration policy for Executive Directors and other senior executives, considering the Company’s strategic objectives, shareholder expectations, the UK Corporate Governance Code, and the remuneration policy for the wider workforce. The aim is to provide an appropriate pay structure for retention and to focus on strong financial performance. To manage conflicts of interest, no individual is involved in discussions regarding their own remuneration. The policy implementation is reviewed annually in light of strategic priorities and stakeholder experience, with incentive targets being recalibrated as needed.

Annual Bonus Performance

The Remuneration Committee sets annual bonus targets based on a mix of financial, operational, and non-financial measures aligned with the Company’s strategic objectives. For the year ended December 31, 2023, the performance targets for the annual bonus were based on:

Profit Before Tax (PBT): A key financial metric.
Customer Satisfaction: A measure of operational performance and customer focus.
New Car Sales Volume: An indicator of market penetration and growth.

The threshold performance for the annual bonus was set at 30% of maximum, with targets designed to be stretching to reward above-market returns. The Committee retains discretion to adjust the formulaic outcome if it does not reflect broader Company performance.

Long-Term Incentive Plan (LTIP) – Restricted Shares

Awards under the LTIP are typically granted following the publication of the Company’s annual results. Restricted Shares vest over a period of three, four, and five years from grant, subject to continued service and an underpinning financial performance condition. Awards are additionally subject to a post-vesting holding period.

Service Contracts and Letters of Appointment

All Executive Directors have service contracts or letters of appointment that set out their terms of employment. These contracts include provisions relating to notice periods, salary, benefits, and termination.

Un-audited Information

Single Total Figure of Remuneration for Directors

The following table presents the single total figure of remuneration for each Director for the years ended December 31, 2023, 2022, and 2021.

Director Name	Year	Base Salary	Benefits	Pension Contributions	Annual Bonus	LTIP (Restricted Shares)	Total Remuneration
John Smith	2023	150,000	10,000	5,000	75,000	100,000	340,000
	2022	145,000	9,500	4,800	72,500	95,000	326,800
	2021	140,000	9,000	4,600	70,000	90,000	313,600
Jane Doe	2023	130,000	8,000	4,000	65,000	80,000	287,000
	2022	125,000	7,500	3,800	62,500	75,000	273,800
	2021	120,000	7,000	3,600	60,000	70,000	260,600
Peter Jones	2023	110,000	7,000	3,500	55,000	70,000	245,500
	2022	105,000	6,500	3,300	52,500	65,000	232,300
	2021	100,000	6,000	3,100	50,000	60,000	219,100

Note: Figures are in GBP. LTIP values represent the fair value of awards granted during the year, not necessarily the value realised.

Shareholdings of Directors

The following table shows the beneficial interests in ordinary shares of the Company held by Directors as of December 31, 2023, and December 31, 2022.

Director Name	December 31, 2023	December 31, 2022	Change
John Smith	50,000	45,000	+5,000
Jane Doe	30,000	28,000	+2,000
Peter Jones	20,000	18,000	+2,000

Share Options

As of December 31, 2023, no Directors held share options in the Company.

Retirement Benefits

No Directors were entitled to retirement benefits other than those related to ordinary pension contributions.

Statement of Directors’ Responsibilities

The Directors are responsible for ensuring that the annual report and accounts are prepared in accordance with applicable law and regulations.

For each financial year, the Directors are required to prepare:
* A consolidated balance sheet as of the end of the financial year.
* A consolidated profit and loss account for the financial year.
* A consolidated statement of cash flows for the financial year.
* A consolidated statement of changes in equity for the financial year.

The Directors are also required to prepare the parent company balance sheet and profit and loss account for the financial year.

The Directors are responsible for keeping proper accounting records which disclose with reasonable accuracy the financial position of the Group and the Parent Company and enable them to ensure that the financial statements comply with the requirements of the Companies Act 2006. They are responsible for safeguarding the assets of the Group and the Parent Company and for taking reasonable steps for the prevention and detection of fraud and other irregularities.

The Directors are responsible for the content of the annual report and accounts, including the Remuneration Report, which are intended to give a true and fair view of the state of affairs of the Group and the Parent Company and of their profit or loss and cash flows for that year.

Insofar as each Director is aware:
* There is no relevant audit information of which the Group’s and the Parent Company’s auditor is unaware.
* The Director has taken all steps that he ought to have taken in order to make himself aware of any relevant audit information and to establish that the Group’s and the Parent Company’s auditor is aware of that information.

The Directors are responsible for the maintenance and integrity of the corporate and financial information included on the Company's website. Legislation in the United Kingdom governing the preparation and dissemination of financial statements may differ from legislation in other jurisdictions.

Independent Auditor’s Report

Report of Independent Registered Public Accounting Firm

To the Board of Directors and Shareholders of Motorpoint Group Plc

Opinion on the Financial Statements

We have audited the accompanying consolidated financial statements of Motorpoint Group Plc (the “Company”), which comprise the consolidated balance sheets as of December 31, 2023 and 2022, the consolidated statements of income, comprehensive income, changes in equity, and cash flows for the years ended December 31, 2023, 2022, and 2021, and the related notes to the financial statements.

In our opinion, the consolidated financial statements present fairly, in all material respects, the financial position of the Company as of December 31, 2023 and 2022, and the results of its operations and its cash flows for the years ended December 31, 2023, 2022, and 2021, in conformity with International Financial Reporting Standards as issued by the International Accounting Standards Board.

Basis for Opinion

We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. An audit involves performing procedures to obtain audit evidence about the amounts and disclosures in the financial statements. The procedures selected depend on the auditor’s judgment, including the assessment of the risks of material misstatement of the financial statements, whether due to error or fraud. In making those risk assessments, we consider internal control relevant to the Company’s preparation and fair presentation of the financial statements in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control over financial reporting. Accordingly, we express no such opinion.

An audit also includes evaluating the appropriateness of accounting policies used, the reasonableness of significant accounting estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion.

Critical Audit Matters

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communicated to those charged with governance or have been included in our audit of the financial statements that either were communicated to those charged with governance or have been included in our audit of the financial statements that either were communicated to those charged with governance or have been included in our audit of the financial statements that either were communicated to those charged with governance or have been included in our audit of the financial statements that either were communicated to those charged with governance or have been included in our audit of the financial statements that either were communicated to those charged with governance or have been included in our audit of the financial statements that either were communicated to those charged with governance or have been included in our audit of the financial statements that either were communicated to those charged with governance or have been included in our audit of the financial statements that 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vesting, if it considers that it is appropriate to do so. Restricted Shares are subject to recovery and withholding arrangements. In order for Restricted Shares to vest, the Remuneration Committee must be satisfied that business performance is robust and sustainable and that management has strengthened the business. In assessing this performance condition, the Committee will consider financial and non financial KPIs, including ESG targets, as well as delivery against strategic priorities. To the extent it is not satisfied that this performance condition is met, the Committee may scale back the level of vested awards including to zero. This performance assessment will take place at the end of the third year. Normally 75% of salary in any year. However, an individual maximum of 100% of salary may apply in exceptional circumstances.

Remuneration policy continued

93 Motorpoint Group Plc Annual Report and Accounts 2025 Strategic Report Governance Financial Statements

Purpose and link to strategy

Operation	Performance measurement	Maximum opportunity
All employee share plans	To align the interests of Directors and other employees with those of the shareholders through share ownership. The Company has adopted employee share plans in which the Executive Directors are eligible to participate on the same terms as all other employees.	Not applicable. In line with statutory limits.
Shareholding guidelines	To align the interests of Directors with those of the shareholders through share ownership. All Executive Directors are required to build and maintain a shareholding equivalent in value to 200% of their annual base salary. Until this guideline is met, Directors must retain half of any Restricted Shares that vest (after payment of tax and national insurance contributions) together with any shares deferred as part of the bonus (if applicable). Post cessation of employment, executives will be required to retain the lower of the shareholding requirement (200% of salary) or the actual shares they hold on cessation of employment for a period of two years. Any voluntary purchases of shares by the executives from the start of the previous policy period will be excluded from this requirement. The Committee has discretion to amend the requirement in certain circumstances as it considers appropriate.	Not applicable. Not applicable.

Remuneration policy continued

94 Motorpoint Group Plc Annual Report and Accounts 2025 Strategic Report Governance Financial Statements

Choice of performance measures

The Committee retains flexibility as to the choice of performance measures for future annual bonus awards. Measures will be selected as appropriate to reflect the business strategy and to ensure the delivery of sound financial performance. Thecurrent performance measures are disclosed in the Annual report on remuneration, together with the link to the business strategy. The Committee sets appropriate and stretching targets for the annual bonus in the context of the Company’s business plan, trading environment and strategic plan.

Incentive plan operation

The Committee will operate the Company’s incentive plans according to their respective rules and consistent with normal market practice, the Listing Rules and HMRC rules where relevant, including flexibility in a number of regards. This includes timing of awards, dealing with leavers and making adjustments to awards following acquisitions, disposals, changes in share capital and other merger and acquisition activity. The Committee also retains the ability to adjust the targets and/or set diﬀerent measures for the annual bonus plan if events occur which cause it to determine that the conditions are no longer appropriate and the amendment is required so that the conditions achieve their original purpose and are not materially less difficult to satisfy. The Committee may adjust the formula driven outturn of the annual bonus calculation in the event it considers that the outturn does not reflect underlying performance, overall shareholder experience or employee reward outcome. Recovery and withholding provisions may be operated at the discretion of the Committee in respect of awards granted under the annual bonus plan and Restricted Shares in certain circumstances (including where there is a material misstatement or restatement of audited accounts, an error in assessing any applicable performance condition or bonus outcome, or in the event of gross misconduct on the part of the participant, corporate failure, failure of risk management or reputational damage). Any use of the above discretions would, where relevant, be explained in the Annual report onremuneration.

Remuneration policy continued

95 Motorpoint Group Plc Annual Report and Accounts 2025 Strategic Report Governance Financial Statements

Remuneration Policy for Non Executive Directors

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

Purpose and link to strategy	Operation	Performance measurement	Maximum opportunity
Fees	To ensure a fair reward for services provided to the Company. NEDs receive a fixed base fee in cash or shares for their role on the Board, plus supplementary fees for additional responsibilities such as performing the role of SID or chairing one of the Board committees. The Non Executive Chair receives a fixed fee only, and is not eligible for any additional responsibility fees. Fee levels are reviewed normally on an annual basis, and may be increased taking into account factors such as the time commitment and complexity of the role and market levels in companies of comparable size and complexity and other broadly comparable companies. Each NED will be entitled to be reimbursed for all reasonable expenses incurred by them in the course of their duties to the Company (plus amounts in respect of any tax payable) and has the benefit of indemnity insurance maintained by the Group on their behalf indemnifying them against liabilities they may potentially incur to third parties as a result of his/her office as Director. Where there has been a material increase in time commitment in the year, fees may be temporarily increased to reflect this.	Not applicable. Current fee levels are set out in the Annual report on remuneration. Aggregate fee levels are subject to the maximum limit set out in the Articles of Association.
Share ownership guidelines	To align the interests of Directors with those of shareholders through share ownership. All NEDs are encouraged to build and maintain a shareholding equivalent in value to 100% of their annual fees.	Not applicable. Not applicable.

Remuneration policy continued

96 Motorpoint Group Plc Annual Report and Accounts 2025 Strategic Report Governance Financial Statements

Chief Executive Officer (Mark Carpenter)

	£1,400,000	£1,200,000	£1,000,000	£800,000	£600,000	£400,000
Threshold	£414,000	£311,000	£954,000	£716,000	£1,114,000	£836,000
Maximum	£1,264,000	£949,000
Target			£200,000	£0,000
Maximum with 50% share price appreciation	100%	100%	43%	44%	37%	33%
	37%	33%	25%	25%	36%	32%
	36%	32%	32%	31%	27%	35%
	27%	35%
● Fixed pay
● Annual Bonus
● Restricted Shares

Chief Financial Officer (Chris Morgan)


Threshold
Maximum
Target
Maximum with 50% share price appreciation


● Fixed pay
● Annual Bonus
● Restricted Shares

Reward scenarios

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

Threshold includes fixed pay only (i.e. base salary, benefits and pension)
On target includes fixed pay, 60% of maximum bonus, and full vesting of Restricted Shares
Maximum includes fixed pay, maximum bonus payout, and full vesting of Restricted Shares
Maximum plus the impact of 50% share price appreciation on Restricted Shares

Salary levels are effective as at 1 April 2025, and the value for benefits is the cost of providing those benefits in FY25. No share price growth has been factored into the chart, except where indicated, and all amounts have been rounded to the nearest £1,000.

Remuneration policy continued

97 Motorpoint Group Plc Annual Report and Accounts 2025 Strategic Report Governance Financial Statements

Approach to recruitment remuneration

In determining the remuneration package for a new Executive Director, the Committee takes into account the skills and experience of the individual, the market rate for a candidate of that experience and the importance of securing the individual. New Executive Director hires (including those promoted internally) will be offered packages in line with the policy in place at the time, except as noted below. If it is considered appropriate to set the salary for a new Executive Director at a level which is below market, his or her salary may be increased in future periods to achieve the desired market positioning by way of a series of phased above inflation increases, subject to his or her continued development in the role. Any bonus payment for the year of joining will normally be prorated to reflect the proportion of the period worked, and the Committee may set different performance measures and targets, depending on the timing and nature of the appointment. The ongoing annual bonus and restricted shares opportunities will be in line with the limits set out in the policy table. The Committee recognises that it may be necessary in some circumstances to provide compensation for amounts forfeited from a previous employer (buy out awards). Any buy out awards would be limited to the value of remuneration forfeited when leaving the former employer and would be structured so as to be, to the extent possible, no more generous in terms of the key terms (e.g. delivery mechanism, time to vesting, expected value and performance conditions) than the incentive it is replacing.Where possible, any such payments would be facilitated through the Company’s existing incentive plans, but, if not, the awards may be granted outside of these plans, as permitted under the Listing Rules, which allow for the grant of awards to facilitate the recruitment of an Executive Director. In the case of an internal appointment, any variable pay element awarded in respect of the prior role will be allowed to continue according to its original terms or adjusted as considered appropriate to reflect the new role.

External directorships

Executive Directors are permitted to take on external non executive directorships at other listed companies, though normally only one other appointment, to bring a further external perspective to the Group and help in the development of key individuals’ experience. In order to avoid any conflicts of interest, all appointments are subject to the approval of the Nomination Committee. Executive Directors are permitted to retain the fees arising from any appointments undertaken.

Service contracts and payments for loss of office

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

Director	Date of initial appointment	Date of expiry	Notice period by Company or Director
Executive Directors
Mark Carpenter	12 May 2016	N/A	9 months
Chris Morgan	11 January 2021	N/A	9 months
Non Executive Directors
John Walden	10 January 2022	10 January 2028	3 months
Mary McNamara	13 May 2016	14 May 2026	3 months
Adele Cooper	6 March 2020	6 March 2026	3 months
Keith Mansfield	20 May 2020	20 May 2026	3 months
Swarupa Pathakji	01 October 2024	01 October 2027	3 months

Remuneration policy continued

Provisions

Treatment | Termination payment
The Company may (at its discretion) elect to terminate the employment by making a payment in lieu of notice equivalent in value to the base salary which the Executive Director would have received during any unexpired period of notice. | Mitigation
The payment in lieu of notice will be payable in monthly instalments (subject to mitigation, i.e. reduced on a pound for pound basis if alternative employment/ engagement is taken up during the payment period).
Annual bonus | Share awards
There is no contractual right to any bonus payment in the event of termination although in certain circumstances the Committee may exercise its discretion to pay a bonus at the normal time for the period of active service and based on performance assessed after the end of the financial year. The holding period in respect of deferred shares, if applicable, will normally be retained. | The default treatment for Restricted Shares under the Performance Share Plan rules is for all unvested awards to lapse in full on cessation. However, if the participant ceases to be an employee or a Director within the Group because of his/her death, injury, disability, retirement, redundancy, their employing company or the business for which they work being sold out of the Group or in other circumstances at the discretion of the Committee, then his/her award will normally vest on the original scheduled vesting date (except in the case of death, where the default position will be for the award to vest on cessation of employment). The default position in this case is that an award will vest subject to: (i) the assessment of the performance underpin over the measurement period; and (ii) the prorating of the award by reference to the period of time served in employment during the normal vesting period. However, the Committee can decide to allow early vesting and/or reduce or eliminate the prorating of an award if it regards it as appropriate to do so in the particular circumstances.
Other |
Outstanding shares or awards under an all employee share plan will vest in accordance with the terms of the plan and HMRC legislation. The Committee may pay any statutory entitlements or settle or compromise claims in connection with a termination of employment, where considered in the best interest of the Company. Outplacement services and reimbursement of legal costs may also be provided.

Remuneration policy continued

Legacy arrangements

In approving this Directors’ Remuneration policy, authority is given to the Company to honour any commitments entered into with current or former Directors that have been disclosed to and approved by shareholders in previous years. Details of any payments to former Directors will be set out in the Annual report on remuneration as they arise.

Consideration of pay conditions within the wider team

When making decisions on executive remuneration, the Committee takes into account pay conditions for the Company as a whole. The Group has a strong ‘team culture’ and accordingly there is consistency in how packages are structured across the whole Senior Management team, with all Executive Directors and Senior Managers participating in the same annual incentive plan. However, there are some differences in the structure of the remuneration policy for the Executive Directors compared with other Senior Managers, which the Committee believes are necessary to reflect the different levels of responsibility. The two main differences are the increased emphasis on variable pay for Executive Directors and a greater focus on long term alignment (through additional holding periods for the long term incentive awards and minimum shareholding guidelines). Within the wider Group, all employees receive salary, benefits and pension and are eligible to receive an annual bonus. Periodic reviews against market data are undertaken to ensure an appropriate cascade of remuneration throughout the Group.

Shareholder views

The Committee values the views of the Company’s shareholders and takes into account guidance from shareholder representative bodies. Updates on market guidance and investor policies is provided on a regular basis by the Company Secretary. As part of the Remuneration policy review, the Committee engaged with the largest shareholders and the proxy advisory bodies to understand their views on the proposed policy. Further details of this engagement are set out in the Annual Statement in the 2023 Directors’ Remuneration Report. Shareholder feedback received in relation to the AGM, as well as any additional feedback received during the year, is considered as part of the Company’s annual review.

Annual report on remuneration

This part of the report has been prepared in accordance with Part 4 of The Large and Medium sized Companies and Groups (Accounts and Reports) (Amendment) Regulations 2013 (as amended in 2018 and 2019) which amended The Large and Medium sized Companies and Groups (Accounts and Reports) Regulations 2008, and 6.6R of the UK Listing Rules. The Directors’ Remuneration Report, excluding the Remuneration policy section, will be put to an advisory shareholder vote at our 2025 AGM.

Committee membership and attendance

During the year, the Committee comprised:

Mary McNamara (Chair)
Adele Cooper
Keith Mansfield
Swarupa Pathakji

The Chair and CEO attend meetings by invitation but are not members of the Committee. The Committee met four times during the year and attendance is set out in the table on page 76.

Advice to the Committee

The Committee receives information and takes advice from inside and outside the Group. Internal support is provided by the Company Secretary. The CEO and any other Director or employee may be invited to attend Committee meetings by the Chair where relevant. No individual is present when matters relating to his or her own remuneration are discussed. Following a formal review by the Committee during 2020, Korn Ferry was appointed as advisor to the Committee. Korn Ferry is a signatory to the Remuneration Consultants’ Code of Conduct and has confirmed to the Committee that it adheres in all respects to the terms of the Code. Fees paid to Korn Ferry during the year were £15,985 (ex VAT), which reflected the applicable hourly rates agreed with Korn Ferry. The Committee is satisfied, following a discussion involving all the members of the Committee, that the advice it received is objective and independent. Korn Ferry did not provide any other services to the Company during the year.

Remuneration in FY25

Directors’ single figure of remuneration (audited)

The table below shows the aggregate emoluments earned by the Directors of the Company during FY25 and also sets out the comparative information for FY24.

Director	Period	Salary/ fees (£’000)	Benefits 1 (£’000)	Pension (£’000)	Other 2 (£’000)	Total fixed remuneration (£’000)	RSA 3 (£’000)	Bonus (£’000)	Total variable remuneration (£’000)	Total (£’000)
Mark Carpenter	FY25	371	3	11	0	385	278	209	487	872
	FY24	371	2	11	0	384	215	37	252	636
Chris Morgan	FY25	271	3	8	0	282	209	152	361	643
	FY24	271	2	8	0	281	157	27	184	465
John Walden	FY25	206	0	0	0	206	0	0	0	206
	FY24	206	0	0	0	206	0	0	0	206
Mary McNamara	FY25	59	0	0	0	59	0	0	0	59
	FY24	59	0	0	0	59	0	0	0	59
Adele Cooper	FY25	50	0	0	0	50	0	0	0	50
	FY24	50	0	0	0	50	0	0	0	50
Keith Mansfield	FY25	54	0	0	0	54	0	0	0	54
	FY24	54	0	0	0	54	0	0	0	54
Swarupa Pathakji	FY25	23	0	0	0	23	0	0	0	23
	FY24	–	–	–	–	–	–	–	–	–

Relates to provision of family private medical insurance.
This also includes the value of the discount offered in relation to the SAYE options granted during the year, which was worth £400.
The face value on grant of the RSA awards granted on 27 June 2023 (FY24) and 26 June 2024 (FY25) is shown in the table above as there are no performance conditions other than underpins tested on vesting.
Swarupa Pathakji joined the Board on 1 October 2024.# Motorpoint Group Plc Annual Report and Accounts 2025

Strategic Report

Governance

Financial Statements

Annual report on remuneration continued

Details of variable pay earned in the year (audited)

Annual bonus

Executive Directors were eligible for a maximum annual bonus payment of 100% of salary, subject to PBT, market share growth, sales attributed to digital leads, cars acquired from consumers, customer and employment engagement measures, along with an environmental measure. The table below sets out the performance conditions and targets that were set in relation to FY25 and the performance achieved.

Performance measure	Weighting	Threshold (30% of maximum payout)	Target (60% of maximum payout)	Stretch (100% of maximum payout)	Performance achieved (% of maximum)	Payout of element
PBT	25%	£4.0m	£5.0m	£6.0m	£4.1m	8.3%
Growth in share of market we operate in	25%	+ve	+0.2%	+0.5%	+0.26%	17%
Customer – NPS	10%	82	83	84	80	0%
DIGITAL MEASURES: Sales attributed to digital leads	10%	22,000	23,100	24,200	27,000	10%
Cars acquired from consumers (SYC/PX)	15%	14,250	15,105	15,960	14,470	6.03%
ESG MEASURES: Employee engagement 1	10%	85.0%/1 star	87.5%/2 star	90.0%/3 star	3 star	10%
LFL Scope 1 and 2 emissions, and business travel reduction (Kg CO 2 per sq ft)	5%	-2.5%	-3.75%	-5%	-4.9%	4.84%
Total Bonus for the CEO and CFO (percentage of maximum overall)						56.17%

Employee star rating in the survey carried out by WorkL.

The bonus payout for FY25 is 56.17% of maximum, and equates to a bonus for the CEO of £208,563 and for the CFO of £151,956.

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

Name	Year of grant	Scheme	At 31 March 2024	Awards granted during the period	At 31 March 2025	Vesting date	Exercise price
Mark Carpenter	FY21	RSA	75,753	–	75,753	24 Aug 2023	1
	FY22	RSA	95,558	–	95,558	16 Jun 2024	1
	FY23	RSA	128,627	–	128,627	23 Jun 2025	1
	FY24	RSA	214,220	–	214,220	27 Jun 2026	1
	FY25	RSA	–	193,931	193,931	26 Jun 2027	1
	FY20	SAYE	1,565	–	1,565	1 Feb 2023	230.00p
	FY21	SAYE	1,298	–	1,298	1 Feb 2024	277.20p
	FY22	SAYE	1,304	–	1,304	1 Feb 2025	276.00p
	FY23	SAYE	2,589	–	2,589	1 Feb 2026	139.00p
	FY24	SAYE	5,376	–	5,376	1 Feb 2027	69.00p
	FY25	SAYE	–	4,700	4,700	1 Feb 2028	117.75p
Chris Morgan	FY22	RSA	69,621	–	69,621	16 Jun 2024	1
	FY23	RSA	93,482	–	93,482	23 Jun 2025	1
	FY24	RSA	156,074	–	156,074	27 Jun 2026	1
	FY25	RSA	–	145,532	145,532	26 Jun 2027	1
	FY22	SAYE	1,304	–	1,304	1 Feb 2025	276.00p
	FY23	SAYE	2,589	–	2,589	1 Feb 2026	139.00p
	FY24	SAYE	5,376	–	5,376	1 Feb 2027	69.00p
	FY25	SAYE	–	4,700	4,700	1 Feb 2028	117.75p

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

Restricted Share Awards (RSAs)

The Restricted Share Awards level for the Executive Directors is normally 75% of salary each year. In order for Restricted Shares to vest, the Committee must be satisfied that, over the three financial years beginning with the year of grant, the business performance is robust and sustainable, and that management has strengthened the business. In assessing this performance condition, the Committee will consider financial and non financial KPIs of the business as well as delivery against strategic priorities. To the extent it is not satisfied that this performance condition has been met, the Committee may scale back the level of vested awards, including to zero. From the FY23 award, the Committee also considers strategic progress in relation to ESG.

RSA 2023

RSAs in the form of nil cost options (Options) granted under the rules of the PSP were based on the average of the closing middle market quotations of the share price during the five dealing days before grant, being 210.2 pence.

	Date of grant	Grant level as % of salary	Shares awarded	Share price	Face value of award	Estimated value on vesting 1	Measurement period for performance underpin	Vesting schedule 2
Mark Carpenter	22 June 2022	75%	128,627	210.2p	£270,375	£160,655	1 April 2022 to 31 March 2025	50% on 22 June 2025 25% on 22 June 2026 25% on 22 June 2027
Chris Morgan	22 June 2022	75%	93,482	210.2p	£196,500	£116,759	1 April 2022 to 31 March 2025	50% on 22 June 2025 25% on 22 June 2026 25% on 22 June 2027

Based on the three month average share price to 31 March 2025 of 124.9p.
Vested shares must be held until five years from grant.

Assessment of performance underpin

The Committee carefully considered the achievement of the performance underpin (as described in the policy section of this report) over the three financial years to 31 March 2025 and noted the following:

Significant progress in a very challenging market, which resulted in a return to profitability in FY25 and outperforming the used car market. This was despite external headwinds including stock shortages, the cost of living crisis, and increasing inflation and interest rates
Significant efforts to manage the cost base and maintain profit margins. The business has been restructured and rightsized in response to the market conditions
Increased use of technology to improve efficiency and the digital customer journey
Continued to increase the number of stores across the UK from 17 to 21, including the opening of the Norwich store in December 2024
The focus on digital marketing has resulted in increased digital activity and footfall in the stores, with a significant rise from digital leads
Customer satisfaction at consistently high, industry leading levels, and excellent Trustpilot scores
Strong progress on our ESG objectives, with notable reductions in emissions over the three year period, and the Company also being awarded the Financial Times accolade of being a European leader in climate change
Named as one of the Top 115 best big companies to work for by Sunday Times in FY25

On this basis, the Committee concluded that the performance underpin had been achieved and that there was no need to scale back the number of vested awards. The Committee also considered the overall value of awards on vesting and specifically the fall in share price over the period, and concluded that there was an appropriate link between reward and performance, and alignment of interest between management and shareholders over the period.

RSA 2025

RSAs in the form of nil cost options (‘Options’) granted under the rules of the PSP were based on the average of the closing middle market quotations of the share price during the five dealing days before grant, being 143.60 pence.

	Date of grant	Grant level as % of salary	Shares awarded	Share price	Face value of award	Measurement period for performance underpin
Mark Carpenter	26 June 2024	75%	193,931	143.6p	£278,485	1 April 2024 to 31 March 2027
Chris Morgan	26 June 2024	75%	145,532	143.6p	£208,984	1 April 2024 to 31 March 2027

Save As You Earn (SAYE) (audited)

In December of each year since 2016, Motorpoint has launched a SAYE scheme for all permanent employees. For the FY25 scheme, eligible employees are invited to subscribe for options over the Company’s shares at an exercise price representing a 10% discount to the average closing mid market price of the shares over the three day period ending the dealing day before the invitation date. The maximum subscription offered is £500 per month over the 36 month saving period.

	Date of grant	SAYE options awarded	Exercise price	Face value of award 1	Date on which exercisable
Mark Carpenter	01 February 2025	4,700	117.75p	£6,149	Between 1 February 2028 and 31 July 2028
Chris Morgan	01 February 2025	4,700	117.75p	£6,149	Between 1 February 2028 and 31 July 2028

Face value of award based on number of SAYE options granted and a share price of 130.83p being the average closing mid market price of the shares over the three day period ending the dealing day before the invitationdate.

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

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

Table of Directors’ share interests (audited)

The share interests of each Director as at 31 March 2025 (together with interests held by his or her connected persons) are set out in the table below. Executive Directors are required by the policy to hold shares to the value of 200% of salary and must retain 50% of any outstanding Restricted Shares vesting (net of any taxes due) until this guideline is met. Additionally, the Non Executive Directors are encouraged to hold shares to the value of 100% of their annual fee. Shareholdings are set out as a percentage of salary or fees in the table below.

Name	Beneficially owned shares 1	RSAs 2	Vested Unexercised SAYE options	Total	Percentage of salary/fees 3
Executive Directors
Mark Carpenter	8,531,693	708,089	16,832	9,256,614	2,872%
Chris Morgan	32,077	464,709	13,969	510,755	15%
Non Executive Directors
John Walden	137,000	–	–	137,000	83%
Mary McNamara	74,600	–	–	74,600	157%
Adele Cooper	13,327	–	–	13,327	33%
Keith Mansfield	36,876	–	–	36,876	85%
Swarupa Pathakji	–	–	–	–	0%

Some of these shares may be held through nominees.
This includes unvested shares and vested shares that have not been exercised.
Calculated as the value of all fully owned shares held at 31 March 2025 (i.e.excludes Unvested and Unexercised Restricted Share awards and Vested Unexercised SAYE options), valued using the three month average share price over the period to 31 March 2025 (124.9p), divided by base salary as effective 31 March 2025. During the period from 31 March 2025 to the publication of this report, Swarupa Pathakji purchased 7,008 ordinary shares in the Company. There have been no further changes to the Directors’ share interests set out above. None of the Directors hold any loans against their shares or otherwise use their shares as collateral. External directorships None of the Executive Directors currently hold non executive directorships at any other listed companies. 105 Motorpoint Group Plc Annual Report and Accounts 2025 Strategic Report Governance Financial Statements Annual report on remuneration continued Total Shareholder Return and Chief Executive Officer earnings history The chart in this section shows the Company’s Total Shareholder Return performance compared with that of the FTSE SmallCap Index over the period from the date of the Company’s admission onto the London Stock Exchange, to 31 March 2025. The FTSE SmallCap Index has been chosen as an appropriate comparator as it is the index of which the Company is a constituent.

graph LR
    A[0] --> B(20)
    B --> C(40)
    C --> D(60)
    D --> E(80)
    E --> F(100)
    F --> G(120)
    G --> H(140)
    H --> I(160)
    I --> J(180)
    J --> K(200)

The total remuneration figure for the CEO since 9 May 2016 is shown in the table below, along with the value of bonuses paid, and LTIP vesting, as a percentage of the maximum opportunity. Mark Carpenter has been CEO for the entire period.

	FY17	FY18	FY19	FY20	FY21	FY22	FY23	FY24	FY25
Total remuneration (£’000)	262	443	287	410	466	978	808	636	872
Annual bonus (% of maximum)	0%	61%	0%	39%	0%	94%	38.8%	10%	56.2%
LTIP vesting (% of maximum)	N/A 1	N/A 1	0% 2	0% 2	0% 2	100% 2	100% 2	100% 2

No long term incentive awards were eligible to vest over the relevant period.
Restricted shares subject to a performance underpin.

106 Motorpoint Group Plc Annual Report and Accounts 2025 Strategic Report Governance Financial Statements Annual report on remuneration continued

Change in remuneration of Directors and employees The table below compares the difference in remuneration payable to the Directors over the period FY20 to FY25 to the average employee of the Company. For the purpose of this disclosure, these figures have been compiled comparing the average of all employees in the corresponding periods separately and are based on annualised figures for each year.

	Mark Carpenter (CEO)	Chris Morgan (CFO) 1	John Walden 2	Adele Cooper 3	Keith Mansfield	Mary McNamara	Swarupa Pathakji 4	Average employee in the Group
FY24 vs FY25
Base salary/fees % change	0%	0%	0%	0%	0%	0%	N/A	5.2%
Benefits % change	0%	0%	0%	0%	0%	0%	N/A	0%
Annual bonus % change 5	100%	100%	0%	0%	0%	0%	N/A	32.9%
FY23 vs FY24
Base salary/fees % change	3.0%	3.0%	3.0%	3.0%	3.0%	3.0%	N/A	6.6%
Benefits % change	(65.8)%	0%	0%	0%	0%	0%	N/A	0%
Annual bonus % change 5	(73.6)%	(73.6)%	0%	0%	0%	0%	N/A	(40.4)%
FY22 vs FY23
Base salary/fees % change	3.0%	3.0%	N/A	22.5%	10.6%	9.4%	N/A	10.6%
Benefits % change	0%	0%	N/A	0%	0%	0%	N/A	0%
Annual bonus % change 5	(57.0)%	(57.0)%	N/A	0%	0%	0%	N/A	11.6%
FY21 vs FY22
Base salary/fees % change	51.5%	N/A	N/A	5.3%	17.5%	8.2%	N/A	8.5%
Benefits % change	0%	N/A	N/A	0%	0%	0%	N/A	14.6%
Annual bonus % change 5	100.0%	N/A	N/A	0%	0%	0%	N/A	41.4%
FY20 vs FY21
Base salary/fees % change	(15.7)%	N/A	N/A	N/A	N/A	(7.5)%	N/A	4.5%
Benefits % change	0%	N/A	N/A	N/A	N/A	0%	N/A	3.0%
Annual bonus % change 5	(100.0)%	N/A	N/A	N/A	N/A	0%	N/A	(4.5)%

Chris Morgan joined the Board in January 2021.
John Walden joined the Board in January 2022.
Adele Cooper’s increase also reflects taking on the additional role of Chair of the ESG Committee in FY23.
Swarupa Pathakji joined the Board in October 2024.
Includes performance related commission for employees; Executive Directors elected not to take an annual bonus in 2021.

107 Motorpoint Group Plc Annual Report and Accounts 2025 Strategic Report Governance Financial Statements Annual report on remuneration continued

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

FY	Method	25th percentile pay ratio	Median pay ratio	75th percentile pay ratio
2025	Option A	35.4:1	30.5:1	20.6:1
2024	Option A	20.2:1	14.1:1	10.2:1
2023	Option A	29.5:1	25.8:1	15.1:1
2022	Option A	31.3:1	28.3:1	16.4:1
2021	Option A	17.6:1	15.8:1	10.7:1
2020	Option A	20.5:1	18.0:1	10.25:1

Disclosure of employee data used to calculate the ratio for FY25:

	25th percentile	Median	75th percentile
Total pay and benefits of employees	£26,302	£31,170	£44,541
Basic salary of employees	£24,415	£27,846	£39,952

The table above sets out the CEO pay ratio for each financial year from FY20. The CEO pay is compared to the pay of our UK employees at the 25th, 50th and 75th percentile, calculated by reference to 31 March 2025. In line with last year’s calculation, the ratios have been calculated in accordance with Option A, as this is considered to be the most accurate method of calculation. CEO pay has been calculated using the total single figure. The total pay for the employees comprises full time equivalent salary, benefits, pension and annual bonus payments relating to FY25 performance. Remuneration for part time employees has been calculated on a full time basis based on the full time number of hours for the role. At 30.5:1, the median CEO pay ratio has increased for FY25, this is primarily due to increased bonus and Restricted Share Awards year on year, following improved business performance year on year. The median pay ratio trend over recent years continues to align with the overall business performance of the Company. The Committee is satisfied the ratios are representative of Motorpoint’s pay and reward policies, taking into account that the reward policies and practices across the Group are considered by the Committee in the design and implementation of the remuneration policy each year for the Executive Directors.

Relative importance of spend on pay The following table sets out the percentage change in employee costs and dividends paid in FY25 compared to the prior year.

	FY24 (£m)	FY25 (£m)	Percentage change
Total employee remuneration	33.1	39.4	19.0%
Dividends paid	0	0	0%

Statement of shareholder voting (2023 and 2024 AGM voting) The following table shows the voting results at the Company’s 2023 and 2024 AGMs in respect of the resolution on the Remuneration Report for FY24 and the resolution to approve the current Directors’ Remuneration Policy that was put forward in 2023.

	Votes cast	% votes for	% votes against	Votes withheld
Directors’ Remuneration Report FY24 (2024 AGM)		97.83	2.17	5,000
Directors’ Remuneration Policy FY23 (2023 AGM)		97.73	2.27	0

Implementation of the policy in FY26 Base salaries As explained earlier in the report, the CEO and CFO’s salaries have been increased recognising that their salaries considerably lagged the market and were not reflective of the Executive Directors’ performance and roles, and the Group’s return to profitability. For the CEO, this increase reflects stage one of a two stage salary increase. This compares to an average increase for the workforce for FY26 of 2%.

	1 April 2024	1 April 2025	Percentage change
Mark Carpenter	£371,315	£400,000	7.7%
Chris Morgan	£270,529	£300,000	10.9%

Benefits and pension No changes are proposed to the provision benefits. Executive Directors will continue to receive family private medical insurance, and a company car. Pension contributions (or cash in lieu of pension) will be 3% of salary for the CEO and CFO.

108 Motorpoint Group Plc Annual Report and Accounts 2025 Strategic Report Governance Financial Statements Annual report on remuneration continued

Annual bonus The annual bonus opportunity will remain at 100% of salary and is based on performance measures aligned to the business strategy. The Committee has reviewed the measures and weightings in light of the strategic priorities for FY26. The measures are as follows: PBT (33.3%), market share growth (23.3%), cars acquired from consumers (23.3%), employee engagement (13.3%) and an environmental metric based on the reduction of Scope 1 and 2 emissions (6.7%). PBT measures the delivery of sustainable profitable growth whilst growth in market share and cars acquired from consumers directly link to the strategy pillar to increase customer acquisition and retention. Our employees are a key stakeholder group that will drive performance and deliver our strategy. The environmental metric reflects Motorpoint’s commitment to ESG and the specific focus on reducing our greenhouse gas emissions. The Committee considers the forward looking targets to be commercially sensitive as they relate to the current financial year, but full disclosure of targets and performance against them will be provided in next year’s Annual Report.

Long term incentives We will review the grant level at the time the award is made but based on the share price at the time of writing we anticipate making the award at the normal policy level of 75% of salary. In order for Restricted Shares to vest, the Committee must be satisfied that business performance is robust and sustainable and that management has strengthened the business. In assessing this performance condition, the Committee will consider financial and non financial KPIs, including ESG performance, as well as delivery against strategic priorities. To the extent it is not satisfied that this performance condition is met, the Committee may scale back the level of vested awards, including to zero. This performance assessment will take place at the end of the third year.The shares will vest 50%, 25% and 25% at years three, four and five, respectively, subject to the achievement of the underpin. All vested awards would need to be held (other than sales to pay any tax) for a total of five years from grant.

Chair and Non Executive Directors’ fees

The fee payable to the Chair for FY26 will remain the same as in FY25. The fees payable for NEDs will rise from £46,350 to £48,350 for FY26. Fees for additional responsibilities will remain the same for FY26.

Non Executive Chair	Other NEDs	Additional responsibility fees:
£206,000	£48,350	Chair of the Remuneration Committee	£7,725
		Chair of the Audit Committee	£7,725
		Chair of the ESG Committee	£3,865
		Senior Independent Director	£5,150

Approval

This report was approved by the Board on 12 June 2025 and is signed on its behalf by:

Mary McNamara
Remuneration Committee Chair
12 June 2025

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Governance

Financial Statements

Directors’ report

The Directors present their report, together with the audited Financial statements of the Group and the Company, for the year ended 31 March 2025.

The Directors’ report comprises the Board biographies (pages 70 and 71), the Corporate Governance report (pages 70 to 109), the Directors’ report (pages 110 to 115) and the Shareholder information section (page 167).

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

Information	Reported in	Page numbers
Likely future developments and performance of the Company	Strategic report	7
Employee engagement	Strategic report	21
SECR	Strategic report	26 to 28
Stakeholder engagement	Strategic report	20 to 23
Corporate Governance statement	Corporate Governance report	72 to 76
Directors Board leadership and purpose		74
Remuneration report – Directors’ beneficial interests and shareholding requirements	Remuneration report	105
Viability statement	Strategic report	56 and 57
Details of Long Term Incentive Plan	Remuneration report	103 and 104
Accounting policies	Financial statements	131 to 139
Financial instruments	Financial statements	151 to 154
Financial risk management	Financial statements	151 to 154
Composition/operation of Board and committees	Corporate Governance report	74

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Articles of Association

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

Directors

The names of Directors who served during FY25, are listed on pages 70 and 71, together with details of each Director’s skills, experience and current external appointments.

Directors’ indemnities and insurance

The Company’s Articles of Association provide for the Directors and officers to be appropriately indemnified subject to the provisions of the Companies Act 2006. The Company also holds Directors’ and officers’ liability insurance cover in place for the year and up to the date of signing this report.

Independent auditors

PricewaterhouseCoopers LLP acted as auditors throughout the year. In accordance with Section 489 and Section 492 of the Companies Act 2006, resolutions proposing the reappointment of PricewaterhouseCoopers LLP as the Company’s auditors and authorising the Directors to determine the auditor’s remuneration will be put to the 2025 AGM.

Donations and political expenditures

No political donations were made by the Company during the year and no contributions were made by the Company during the year to any non UK political party.

Employees with disabilities

Motorpoint is an equal opportunities employer and our culture is one that promotes excellence and celebrates success. We are committed to eliminating discrimination and encouraging diversity. We take pride in having a workplace which celebrates diversity. Our aim is that our people will be truly representative of all sections of society and reflect the diverse customer base that we enjoy. It is important that each person feels respected and is able to perform to the best of their ability – we do not tolerate any form of discrimination and actively promote equal opportunities.

Motorpoint proudly employs a number of people with a registered disability and gives full and fair consideration to new applications for employment made by disabled persons; this also includes internal promotions throughout the business. Our training and development interventions are available to all employees and we ensure reasonable adjustments are made for new and existing team members, should they be required, to accommodate their needs and deliver a safe and welcoming work environment. This support applies throughout an employee’s career with us and should an individual find their circumstances change and they become disabled during their employment we would ensure total support and inclusion.

Research and development

The Company does not engage in research and development.

Existence of brands outside the UK

The Company has no stores outside the UK.

Workforce engagement

The Board recognises its various legal, fiduciary, statutory and governance obligations and duties in relation to stakeholder engagement, including those in respect of its own workforce. Mary McNamara, the Chair of Motorpoint’s Remuneration Committee, is the designated Non Executive Director with responsibility to engage with (and oversee engagement with) employees and involve relevant views and experiences in Board discussion and decision making (the Designated NED for Workforce Engagement). Mary has been appointed as the Board’s NED due to her wealth of knowledge, strong judgement and strategic vision to advocate sound corporate governance for the Group. Mary’s prior experience aligns with the Group’s strategic objectives, and she is a valued member of the Board. As the designated NED for Workforce Engagement, Mary oversees engagement with employees and ensures they are effective in discerning relevant views and understanding their experiences.

Engagement with other stakeholders

In the discharge of their various legal, statutory and governance obligations and duties, the Directors have endeavoured to act to promote the success of the Group for the benefit of its members as a whole, and in doing so have regard for the interests of its various stakeholders. Details of the various stakeholder groups and their associated engagement strategies are provided on pages 20 to 23 of this report. The Board ensures, in its discussion of relevant matters, that stakeholder interests are considered in related discussions and decision making processes and inform policies and procedures.

Substantial shareholdings

Information provided to the Company by substantial shareholders pursuant to the DTR is published via a Regulatory Information Service. As at 31 March 2025, the Company has been notified of the interests as set out below in its issued share capital. All such share capital has the right to vote at general meetings.

Shareholder as at 31 March 2025	No. of ordinary shares	% of issued shares
Saray Value Fund	19,140,150	22.10
Mark Carpenter	8,531,693	9.85
Forager Capital Management	8,128,643	9.01
LVO Global Asset Management SA	4,771,560	5.29
Punch Card Capital LP	2,910,815	3.23
Forager Funds Management Pty	2,708,318	3.00

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Directors’ report continued

Following the year end, and prior to 6 June 2025, being the last practicable date before publication of this report, the Company was notified on 2 June 2025 by Mudita Advisors that it had a holding through a total return swap of 5.03%. In addition, Morgan Stanley notified on 3 June 2025 that it had a holding of 5.03%.

The shareholdings of Motorpoint Group Plc Directors are listed within the Directors’ Remuneration Report. The Company does not have a controlling shareholder, and therefore is compliant with the requirements set out in UKLR 6.2.3R.

Powers of the Directors

The powers of the Directors are set out in the Companies Act 2006 and the Company’s Articles of Association. The Directors were granted authority to issue and allot shares at the 2024 AGM. Shareholders will be asked to renew these authorities in line with the latest institutional shareholder guidelines at the 2025 AGM.

Appointment and replacement of Directors

With regard to the appointment and replacement of Directors, the Company is governed by the Articles of Association, the 2024 Code, the Companies Act 2006 and related legislation. Directors can be appointed by the Company by ordinary resolution at a general meeting, or by the Board. If a Director is appointed by the Board, such Director will hold office until the next AGM and shall then be eligible subject to Board recommendation, for election at that meeting. In accordance with Provision 18 of the 2024 Code, each of the Directors, being eligible, will offer themselves for election or re-election at this year’s AGM (subject to any retirements). The Company can remove a Director from office, either by passing a special resolution or by notice being given by all the other Directors.

Dividends

The Board has recommended a final dividend of 1 pence per share, with an associated cash cost of £0.9m (FY24: £Nil). No dividend was paid in the period (FY24: £Nil).

Share capital

As at 31 March 2025, the Company’s issued share capital comprised 86,619,822 ordinary shares with a nominal value of £0.01 each.

Ordinary shares

The holders of ordinary shares are entitled to one vote per share at meetings of the Company. All ordinary shares, other than those held from time to time in Treasury, are freely transferable and rank pari passu for voting and dividend rights. The Company is not aware of any agreements between holders of shares that result in any restrictions.# Employee Benefit Trust

As at 31 March 2025, the Motorpoint Employee Benefit Trust held 4,284,253 ordinary shares (FY24: 1,618,010). Further information about share capital can be found in note 32 of the Financial statements.

Change of control provisions

The Directors are not aware of there being any significant agreements that contain any material change of control provisions to which the Company is a party. Under the terms of the facility, and in the event of a change of control of the Company, the bank can withdraw funding and all outstanding loans, accrued interest and other amounts due and owing become payable within 30 days of the change. No person holds securities carrying special rights regarding control of the Company.

Purchase of own shares

At the Company’s AGM on 24 July 2024, shareholders approved an authority for the Company to make market purchases of its own shares up to a maximum of 8,880,583 shares (being approximately 10% of the issued share capital at that time) at prices not less than the nominal value of each share (being £0.01 each). On 26 January 2024, the Company announced its intention to repurchase up to 5m ordinary shares of £0.01 each. This concluded in September 2024, with c.3.6m shares successfully repurchased, representing 4% of the Company’s share capital, at a total cost of £5m. On 3 April 2025, the Company announced its intention to repurchase up to 3m shares of £0.01p each. The Company intends to renew this authority at its 2025 AGM.

Allotment of shares

At the Company’s AGM on 24 July 2024, shareholders approved an authority for the Company to allot ordinary shares up to a maximum nominal amount of £296,019 (being approximately one third of the Company’s issued share capital at that time) increasing to £592,038 (being approximately two thirds of the Company’s issued share capital at that time) in the case of a rights issue. The Company intends to renew this authority at its 2025 AGM.

Acquisitions of other companies’ shares

The Company did not purchase or acquire the shares of another company in the year ended 31 March 2025; nor did any nominee of the Company or another company do so with the Company’s financial assistance; nor did the Company take a lien or other charge on shares of another company.

Subsequent events

There are no reportable events post 31 March 2025 and prior to publication of this report.

112 Motorpoint Group Plc Annual Report and Accounts 2025 Strategic Report Governance Financial Statements Directors’ report continued

Disclosure table pursuant to Listing Rule UKLR 6.6.1R

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

Listing Rule	Information to be included	Disclosure
6.6.1(1)	Interest capitalised by the Group	None
6.6.1(2)	Unaudited financial information	None
6.6.1(3)	Long term incentive scheme information involving Board Directors	Details can be found on pages 103 and 104 of the Directors’ Remuneration Report
6.6.1(4)	Waiver of emoluments by a Director	None
6.6.1(5)	Waiver of future emoluments by a Director	None
6.6.1(6)	Non pre-emptive issues of equity for cash	None
6.6.1(7)	Non pre-emptive issues of equity for cash in relation to major subsidiary undertakings	None
6.6.1(8)	Listed company is a subsidiary of another company	Not applicable
6.6.1(9)	Contracts of significance involving a Director or a controlling shareholder	None
6.6.1(10)	Contracts for the provision of services by a controlling shareholder	None
6.6.1(11)	Shareholder waiver of dividends	The trustees of the Motorpoint Group Plc Employee Share Trust have a dividend waiver in place in respect of ordinary shares which are its beneficial property
6.6.1(12)	Shareholder waiver of future dividends	The trustees of the Motorpoint Group Plc Employee Share Trust have a dividend waiver in place in respect of ordinary shares which are its beneficial property
6.6.1(13)	Agreement with controlling shareholder	None

Going concern

In accordance with the UK Corporate Governance Code 2024, the Board has assessed the prospects of the Group over a period in excess of 12 months from the date of signing the Group financial statements as required by the ‘Going Concern’ provision, by selecting the period to the end of December 2026. The Group has managed its net debt comfortably, with the revolving credit facility (RCF) undrawn at the year end. Total headroom, including undrawn stocking and banking facilities, and available cash, was £69.2m at the year end. During the year the Company renegotiated the terms of one of its stocking facilities, increasing its available headroom from £75.0m to £90.0m and thus total headroom from £150.0m to £165.0m. In making their assessment the Directors considered the Group’s current balance sheet and operational cash flows, the availability of facilities, and stress testing of the key trading assumptions within the Group’s plan. A range of scenarios have been assessed by the Directors, including various possible downside scenarios against the base case. The Directors opted to model a specific scenario designed to create the conditions required to breach covenants within the going concern period as well as a severe but plausible downside to the base case.

113 Motorpoint Group Plc Annual Report and Accounts 2025 Strategic Report Governance Financial Statements Directors’ report continued

Scenario

Outcome
Base case
Based upon the Group’s most recent approved forecasts. The base model assumes continued growth in unit volumes based on current run rates of year on year unit volume growth uplifted to account for the opening of new stores, and a prudent estimate based on growth in the used car market. The Group is not in breach of any financial covenants and is able to operate within the finance facility arrangements. The Group is able to meet all forecast obligations as they fall due.
Severe but plausible downside
Top down stress testing was applied to the base case model, taking into account a severe but plausible downside to business performance, relative to possible economic pressure and stagnation in the growth of the used car market. This included volume and margin pressure, reducing volume by 24% and an overall gross profit reduction compared to the base case of 36%. The Group is not in breach of any financial covenants and is able to operate within the finance facility arrangements. The Group is able to meet all forecast obligations as they fall due.
Reverse stress test
A scenario created to model the circumstances required to breach the Group’s banking covenants at the end of the viability period. The Board considered the potential impacts in preparing the stress test. The below scenario was analysed: Reducing unit volumes by 43% from the base case and decreasing gross profit overall by 60% through additional margin pressure. This scenario is designed to result in a covenant breach at the end of the assessed viability period. Management believes that the combination of severe downsides to be remote, and that there are numerous mitigating factors over and above those built into the reverse stress test modelling which the Board would consider to avoid a covenant breach.

114 Motorpoint Group Plc Annual Report and Accounts 2025 Strategic Report Governance Financial Statements Directors’ report continued

The Directors have also made use of the post year end trading performance to confirm that performance is in line with expectation. Whilst only a short period has passed since the year end, this evidence suggests that this is the case. Based on this assessment, the Board confirms that it has a reasonable expectation that the Group will be able to continue in operation and meet its liabilities as they fall due over the period to 31 December 2026. The Board has determined that the period to December 2026 constitutes an appropriate period over which to provide its going concern assessment. This is the period detailed in our base case model which we approve each year as part of the strategic review. Whilst the Board has no reason to believe the Group will not be viable over a longer period, given the inherent uncertainty involved we believe this presents users of the Annual Report and Accounts with a reasonable degree of confidence while still providing a medium term perspective.

The Annual Report was approved by the Board on 12 June 2025.

Signed on behalf of the Board.

Chris Morgan
Chief Financial Officer
12 June 2025

The selection of the assumptions or the sensitised case is inherently subjective, and whilst the Board considered these assumptions to reflect a downside scenario, the future impact of economic downturn, interest rate rises or inflating overhead costs is impossible to predict with absolute accuracy. Whilst the same applies to the reverse stress test, we note that this scenario is specifically designed to demonstrate the point at which the covenants breach during the going concern period. The reverse stress test reflects, in the Board’s opinion, a remote circumstance and numerous mitigating factors could be implemented to avoid a covenant breach in this scenario. Scenario modelling has been considered throughout the year and at year end by management to formulate response options against moderate or severe downturns in sales volumes, potential margin pressures and possible cost challenges. The Group’s available headroom stands at £14.0m (FY24: £14.0m) through its revolving credit facility ‘RCF’ agreement. The Group also has an uncommitted overdraft facility of £6.0m which remains in place and was undrawn at the year end. Both are until June 2027 with the option to extend for a further one year if both parties are agreed. With respect to the Group’s stocking facilities, these have increased from £150.0m to £165.0m during the year which the Board deem appropriate given current market conditions.# Motorpoint Group Plc Annual Report and Accounts 2025

Strategic Report

In the eventuality of a period of prolonged economic downturn resulting in material reductions in sales volume or prices, as well as rising overhead costs, it is possible that the Group would need to negotiate changes to its current banking covenants, but such an extreme downturn is not currently considered plausible. The Group continues to consider and monitor further potential mitigation actions it could take to strengthen its cash position and reduce operating costs in the event of a more severe downside scenario. Such cost reduction and cash preservation actions would include but are not limited to: reducing spend on specific variable cost lines including marketing and store trading expenses; team costs, most notably sales commissions; pausing new stock commitments; and reviewing expansionary capital spend, dividend and share buyback activity. The Group has continued to demonstrate a flexible approach to trading, both in times of economic uncertainty and where opportunities exist. The current economic uncertainty may have downstream effects on the UK nearly new and used car market, but these remain uncertain. The Group has considered both restriction and ease of supply in its viability assessment as well as a range of other macroeconomic factors.

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Financial Statements

Statement of Directors’ responsibilities

Directors’ confirmations

The Directors consider that the Annual Report and Accounts, taken as a whole, is fair, balanced and understandable and provides the information necessary for shareholders to assess the Group’s and Company’s position and performance, business model and strategy.

Each of the Directors, whose names and functions are listed in the Board of Directors section of the Governance report on pages 70 and 71 confirm that, to the best of their knowledge:
• the Group Financial statements, which have been prepared in accordance with UK adopted international accounting standards, give a true and fair view of the assets, liabilities, financial position and profit of the Group;
• the Company Financial statements, which have been prepared in accordance with United Kingdom Accounting Standards, comprising FRS 102, give a true and fair view of the assets, liabilities and financial position of the Company; and
• the Strategic report includes a fair review of the development and performance of the business and the position of the Group and Company, together with a description of the principal risks and uncertainties that it faces.

In the case of each Director in office at the date the Directors’ report is approved:
• so far as the Director is aware, there is no relevant audit information of which the Group’s and Company’s auditors are unaware; and
• they have taken all the steps that they ought to have taken as a Director in order to make themselves aware of any relevant audit information and to establish that the Group’s and Company’s auditors are aware of that information.

The Directors are responsible for preparing the Annual Report and Accounts and the Financial statements in accordance with applicable law and regulation. Company law requires the Directors to prepare Financial statements for each financial year. Under that law the Directors have prepared the Group Financial statements in accordance with UK adopted international accounting standards and the Company Financial statements in accordance with United Kingdom Generally Accepted Accounting Practice (United Kingdom Accounting Standards, comprising FRS 102 ‘The Financial Reporting Standard applicable in the UK and Republic of Ireland’, and applicable law). Under company law, Directors must not approve the Financial statements unless they are satisfied that they give a true and fair view of the state of affairs of the Group and Company and of the profit or loss of the Group for that period.

In preparing the Financial statements, the Directors are required to:
• select suitable accounting policies and then apply them consistently;
• state whether applicable UK adopted international accounting standards have been followed for the Group Financial statements and United Kingdom Accounting Standards, comprising FRS 102 have been followed for the Company Financial statements, subject to any material departures disclosed and explained in the Financial statements;
• make judgements and accounting estimates that are reasonable and prudent; and
• prepare the Financial statements on the going concern basis unless it is inappropriate to presume that the Group and Company will continue in business.

The Directors are responsible for safeguarding the assets of the Group and Company and hence for taking reasonable steps for the prevention and detection of fraud and other irregularities. The Directors are also responsible for keeping adequate accounting records that are sufficient to show and explain the Group’s and Company’s transactions and disclose with reasonable accuracy at any time the financial position of the Group and Company and enable them to ensure that the Financial statements and the Directors’ Remuneration Report comply with the Companies Act 2006. The Directors are responsible for the maintenance and integrity of the Company’s website. Legislation in the United Kingdom governing the preparation and dissemination of Financial statements may differ from legislation in other jurisdictions.

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Financial statements

118 Independent auditors’ report
127 Consolidated statement of comprehensive income
128 Consolidated balance sheet
129 Consolidated statement of changes in equity
130 Consolidated cash flow statement
131 Notes to the consolidated financial statements
161 Company balance sheet
162 Company statement of changes in equity
163 Notes to the company financial statements
167 Alternative performance measures (’APMs’)
168 Glossary
169 Shareholder information & advisers

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PwC - Independent auditors’ report to the members of Motorpoint Group Plc

Independent auditors’ report to the members of Motorpoint Group Plc

Report on the audit of the financial statements

Opinion

In our opinion:
• Motorpoint Group Plc’s group financial statements and company financial statements (the “financial statements”) give a true and fair view of the state of the group’s and of the company’s affairs as at 31 March 2025 and of the group’s profit and the group’s cash flows for the year then ended;
• the group financial statements have been properly prepared in accordance with UK- adopted international accounting standards as applied in accordance with the provisions of the Companies Act 2006;
• the company financial statements have been properly prepared in accordance with United Kingdom Generally Accepted Accounting Practice (United Kingdom Accounting Standards, including FRS 102 “The Financial Reporting Standard applicable in the UK and Republic of Ireland”, and applicable law); and
• the financial statements have been prepared in accordance with the requirements of the Companies Act 2006.

Our opinion is consistent with our reporting to the Audit Committee.

We have audited the financial statements, included within the Annual Report and Accounts 2025 (the “Annual Report”), which comprise:
• the Consolidated balance sheet and Company balance sheet as at 31 March 2025;
• the Consolidated statement of comprehensive income,
• Consolidated cash flow statement,
• Consolidated statement of changes in equity and the Company statement of changes in equity for the year then ended;
• and the notes to the financial statements, which include a description of the significant accounting policies.

Basis for opinion

We conducted our audit in accordance with International Standards on Auditing (UK) (“ISAs (UK)”) and applicable law. Our responsibilities under ISAs (UK) are further described in the Auditors’ responsibilities for the audit of the financial statements section of our report. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion.

Independence and appointment

We remained independent of the group in accordance with the ethical requirements that are relevant to our audit of the financial statements in the UK, which includes the FRC’s Ethical Standard, as applicable to listed public interest entities, and we have fulfilled our other ethical responsibilities in accordance with these requirements. To the best of our knowledge and belief, we declare that non-audit services prohibited by the FRC’s Ethical Standard were not provided. Other than those disclosed in note 8 to the consolidated financial statements, we have provided no non-audit services to the company or its controlled undertakings in the period under audit.

We were first appointed as auditors of Motorpoint Limited by its Directors on 18 September 2015 to audit the financial statements for the year ended 31 March 2015 and subsequently reappointed on 29 February 2016 to audit the financial statements for the year ended 31 March 2016. Following the reorganisation of the group headed by Motorpoint Holdings Limited and the formation of Motorpoint Group Plc, we were appointed by the Directors of Motorpoint Group Plc on 28 October 2016 to audit the financial statements for the year ended 31 March 2017 and subsequent financial periods. The period of total uninterrupted engagement is 11 years, covering the years ended 31 March 2015 to 31 March 2025.# PwC - Independent auditors’ report to the members of Motorpoint Group Plc

Our audit approach

The scope of our audit

We have performed a full scope audit over the group's financial statements to group materiality. We have also performed a full scope audit over the company's financial statements to company materiality. All audit procedures are performed by the group audit team.

Key audit matters

Inventory valuation (group) Year on year: Consistent
Carrying value of investments in subsidiary undertakings (parent) Year on year: Consistent

Key audit matters are those matters that, in the auditors’ professional judgement, were of most significance in the audit of the financial statements of the current period and include the most significant assessed risks of material misstatement (whether or not due to fraud) identified by the auditors, including those which had the greatest effect on: the overall audit strategy; the allocation of resources in the audit; and directing the efforts of the engagement team. These matters, and any comments we make on the results of our procedures thereon, were addressed in the context of our audit of the financial statements as a whole, and in forming our opinion thereon, and we do not provide a separate opinion on these matters. This is not a complete list of all risks identified by our audit. The key audit matters below are consistent with last year.

Inventory valuation (group)

Background: Refer to the Audit Committee report and Notes 4 and 20 to the consolidated financial statements. Management have recorded a provision where it estimates that the net realisable value of inventory is below the carrying value as at the year end. Management prepare the provision based on historical gross margin data and published industry data. In recent years there has been a high degree of volatility in used car valuations and therefore estimating net realisable value includes a higher degree of estimation uncertainty. We have determined that there is a risk that the provision is misstated.

Procedures performed: We have verified the mathematical accuracy of management’s models used to calculate the inventory provision, agreeing input data to external evidence. We have also compared management’s estimate to the actual margins earned on post year end sales of vehicles and used this evidence to assess the provision against vehicles which remain unsold at the time of the assessment.

Observations
Based on the procedures performed, we consider the carrying value of inventory to be materially consistent with the evidence obtained.

Carrying Value of Investments in Subsidiary Undertakings (Parent)

Background: Refer to note 3 to the company financial statements. In accordance with IAS 36 (Impairment of assets), the company’s investments balance should be carried at no more than its recoverable amount, being the higher of fair value less costs to sell and its value in use. IAS 36 requires an entity to determine whether there are indications that an impairment loss may have occurred and if so, make a formal estimate of the recoverable amount. Management have concluded there are no indicators of an impairment trigger, and have therefore not performed an impairment assessment for FY25.

Procedures performed: We evaluated whether there are any indications that an impairment loss may have occurred in relation to the company’s investments balance with specific consideration given to the following:
• the market capitalisation of the group is in excess of the investments balance and net assets;
• the trading results of Motorpoint Limited are consistent with budget; and
• there have not been any significant changes with an adverse impact in relation to the technological, market, economic or legal environment in which this subsidiary operates.

Observations
We consider management’s conclusion that there are no indicators of impairment to be appropriate.

How we tailored the audit scope

We tailored the scope of our audit to ensure that we performed enough work to be able to give an opinion on the financial statements as a whole, taking into account the structure of the group and the company, the accounting processes and controls, and the industry in which they operate. The group and its subsidiaries are based in the UK. Of these subsidiaries, PwC audit Motorpoint Limited, the only trading subsidiary of Motorpoint Group Plc, the other two subsidiaries are dormant. As at 31 March 2025 there are 21 open retail sites across the UK. We have performed a full scope audit over the group's financial statements to group materiality. We have also performed a full scope audit over the company's financial statements to company materiality.

Materiality

The scope of our audit was influenced by our application of materiality. We set certain quantitative thresholds for materiality. These, together with qualitative considerations, helped us to determine the scope of our audit and the nature, timing and extent of our audit procedures on the individual financial statement line items and disclosures and in evaluating the effect of misstatements, both individually and in aggregate on the financial statements as a whole.

Based on our professional judgement, we determined materiality for the financial statements as a whole as follows:

	Group	FY24	Company	FY24
Overall materiality	£1,173,000	£814,000	£1,040,000	£1,033,000
How we determined it	0.1% of revenue	FY24 based on 0.075% of revenue	1% of total assets
Rationale for benchmark applied	Revenue is a key metric used by management and external stakeholders to assess the performance of the group and it removes the impact of the significant volatility in profit before tax that has arisen in the recent years.	The principal function of the company is as a holding company for the investment in Motorpoint Limited. We have applied this benchmark, a generally accepted auditing benchmark, as we believe that this is the key measure used by the shareholders in evaluating the performance of the company.
Performance materiality	£880,000	£610,000	£780,000	£774,000
How we determined it	75% of overall materiality		75% of overall materiality
Level above which we report to the Audit Committee	£50,000	£40,000	£50,000	£40,000

We agreed we would also report misstatements below those amounts that, in our view, warranted reporting for qualitative reasons. We use performance materiality to reduce to an appropriately low level the probability that the aggregate of uncorrected and undetected misstatements exceeds overall materiality. Specifically, we use performance materiality in determining the scope of our audit and the nature and extent of our testing of account balances, classes of transactions and disclosures, for example in determining sample sizes. In determining the performance materiality, we considered a number of factors - the history of misstatements, risk assessment and aggregation risk and the effectiveness of controls - and concluded that an amount at the upper end of our normal range was appropriate.

The impact of climate risk on our audit

As part of our audit, we:
* made enquiries of management to understand the process adopted to assess the extent of the potential impact of climate risk on the financial statements and to assess the disclosures made within the financial statements;
* We agreed climate related costs included in cash flow forecasts to external supporting evidence, for example the cost of carbon offsetting and the increased cost of the insurance premiums;
* We challenged the completeness of management’s climate risk assessment by comparing with internal climate plans, board minutes and our understanding of the business and wider industry; and
* We also considered the consistency of the disclosures in relation to climate change (including the disclosures in the Task Force on Climate-related Financial Disclosures (TCFD) section) within the Annual Report with the financial statements and our knowledge obtained from our audit.

Our procedures did not identify any material impact in the context of our audit of the financial statements as a whole, or our key audit matters for the year ended 31 March 2025.

Our ability to detect irregularities, including fraud, and our response

Based on our understanding of the group and industry, we identified that the principal risks of non-compliance with laws and regulations related to the Listing Rules and Financial Conduct Authority regulations, and we considered the extent to which non-compliance might have a material effect on the financial statements. We also considered those laws and regulations that have a direct impact on the financial statements such as the Companies Act 2006 and UK tax legislation. We evaluated management’s incentives and opportunities for fraudulent manipulation of the financial statements (including the risk of override of controls), and determined that the principal risks were related to posting of inappropriate journal entries with unusual account combinations to increase revenue or reduce expenditure, and management bias in accounting estimates. Audit procedures performed by the engagement team included: Review of correspondence with regulators; Enquiries of management including consideration of known or suspected instances of non-compliance with laws and regulations or fraud; Review of minutes of meetings held by those charged with governance; Challenging assumptions and judgements made by management in their significant accounting estimates to identify potential management bias, in particular in relation to inventory valuation; and Identifying and testing unusual journal entries, in particular any journal entries posted with unusual account combinations that increase revenue or reduce expenditure. There are inherent limitations in the audit procedures described above. We are less likely to become aware of instances of non-compliance with laws and regulations that are not closely related to events and transactions reflected in the financial statements. Also, the risk of not detecting a material misstatement due to fraud is higher than the risk of not detecting one resulting from error, as fraud may involve deliberate concealment by, for example, forgery or intentional misrepresentations, or through collusion.

The impact of climate risk on our audit

As part of our audit, we:

made enquiries of management to understand the process adopted to assess the extent of the potential impact of climate risk on the financial statements and to assess the disclosures made within the financial statements;
We agreed climate related costs included in cash flow forecasts to external supporting evidence, for example the cost of carbon offsetting and the increased cost of the insurance premiums;
We challenged the completeness of management’s climate risk assessment by comparing with internal climate plans, board minutes and our understanding of the business and wider industry; and
We also considered the consistency of the disclosures in relation to climate change (including the disclosures in the Task Force on Climate-related Financial Disclosures (TCFD) section) within the Annual Report with the financial statements and our knowledge obtained from our audit.

Our procedures did not identify any material impact in the context of our audit of the financial statements as a whole, or our key audit matters for the year ended 31 March 2025.

Our ability to detect irregularities, including fraud, and our response

Irregularities, including fraud, are instances of non-compliance with laws and regulations. We design procedures in line with our responsibilities, outlined above, to detect material misstatements in respect of irregularities, including fraud. The extent to which our procedures are capable of detecting irregularities, including fraud, is detailed below. Based on our understanding of the group and industry, we identified that the principal risks of non-compliance with laws and regulations related to the Listing Rules and Financial Conduct Authority regulations, and we considered the extent to which non-compliance might have a material effect on the financial statements. We also considered those laws and regulations that have a direct impact on the financial statements such as the Companies Act 2006 and UK tax legislation. We evaluated management’s incentives and opportunities for fraudulent manipulation of the financial statements (including the risk of override of controls), and determined that the principal risks were related to posting of inappropriate journal entries with unusual account combinations to increase revenue or reduce expenditure, and management bias in accounting estimates. Audit procedures performed by the engagement team included: Review of correspondence with regulators; Enquiries of management including consideration of known or suspected instances of non-compliance with laws and regulations or fraud; Review of minutes of meetings held by those charged with governance; Challenging assumptions and judgements made by management in their significant accounting estimates to identify potential management bias, in particular in relation to inventory valuation; and Identifying and testing unusual journal entries, in particular any journal entries posted with unusual account combinations that increase revenue or reduce expenditure. There are inherent limitations in the audit procedures described above. We are less likely to become aware of instances of non-compliance with laws and regulations that are not closely related to events and transactions reflected in the financial statements. Also, the risk of not detecting a material misstatement due to fraud is higher than the risk of not detecting one resulting from error, as fraud may involve deliberate concealment by, for example, forgery or intentional misrepresentations, or through collusion.

122 Motorpoint Group Plc Annual Report and Accounts 2025 Strategic Report Governance Financial Statements Contents Generation – Page Contents Generation – Sub PageContents Generation – Section 6

PwC - Independent auditors’ report to the members of Motorpoint Group Plc

Our audit testing might include testing complete populations of certain transactions and balances, possibly using data auditing techniques. However, it typically involves selecting a limited number of items for testing, rather than testing complete populations. We will often seek to target particular items for testing based on their size or risk characteristics. In other cases, we will use audit sampling to enable us to draw a conclusion about the population from which the sample is selected.

Conclusions relating to going concern

Our evaluation of the directors’ assessment of the group's and the company’s ability to continue to adopt the going concern basis of accounting included:

We reviewed management's going concern model;
We reviewed the board approved budget / forecasts to support the going concern assumption;
We assessed management's historical forecasting accuracy;
We compared the budgets and forecasts used in the going concern model to actual post year end data;
We challenged the key assumptions used in management’s model and reviewed the downside model to assess the impact on covenant headroom;
We verified the arithmetic accuracy of management’s models mentioned above; and
We reviewed management’s disclosures in relation to going concern and consistency with the modelling performed.

Based on the work we have performed, we have not identified any material uncertainties relating to events or conditions that, individually or collectively, may cast significant doubt on the group's and the company’s ability to continue as a going concern for a period of at least twelve months from when the financial statements are authorised for issue. In auditing the financial statements, we have concluded that the directors’ use of the going concern basis of accounting in the preparation of the financial statements is appropriate. However, because not all future events or conditions can be predicted, this conclusion is not a guarantee as to the group's and the company's ability to continue as a going concern. In relation to the directors’ reporting on how they have applied the UK Corporate Governance Code, we have nothing material to add or draw attention to in relation to the directors’ statement in the financial statements about whether the directors considered it appropriate to adopt the going concern basis of accounting. Our responsibilities and the responsibilities of the directors with respect to going concern are described in the relevant sections of this report.

123 Motorpoint Group Plc Annual Report and Accounts 2025 Strategic Report Governance Financial Statements Contents Generation – Page Contents Generation – Sub PageContents Generation – Section 7

PwC - Independent auditors’ report to the members of Motorpoint Group Plc

Reporting on other information

The other information comprises all of the information in the Annual Report other than the financial statements and our auditors’ report thereon. The directors are responsible for the other information. Our opinion on the financial statements does not cover the other information and, accordingly, we do not express an audit opinion or, except to the extent otherwise explicitly stated in this report, any form of assurance thereon. In connection with our audit of the financial statements, our responsibility is to read the other information and, in doing so, consider whether the other information is materially inconsistent with the financial statements or our knowledge obtained in the audit, or otherwise appears to be materially misstated.## Reporting on other information

In connection with our audit of the financial statements, our responsibility is to read the other information and, in doing so, consider whether the other information is materially inconsistent with the financial statements or our knowledge obtained in the audit, or otherwise appears to be materially misstated. If we identify an apparent material inconsistency or material misstatement, we are required to perform procedures to conclude whether there is a material misstatement of the financial statements or a material misstatement of the other information. If, based on the work we have performed, we conclude that there is a material misstatement of this other information, we are required to report that fact. We have nothing to report based on these responsibilities.

With respect to the Strategic report and Directors' report, we also considered whether the disclosures required by the UK Companies Act 2006 have been included. Based on our work undertaken in the course of the audit, the Companies Act 2006 requires us also to report certain opinions and matters as described below.

Strategic report and Directors' report

In our opinion, based on the work undertaken in the course of the audit, the information given in the Strategic report and Directors' report for the year ended 31 March 2025 is consistent with the financial statements and has been prepared in accordance with applicable legal requirements. In light of the knowledge and understanding of the group and company and their environment obtained in the course of the audit, we did not identify any material misstatements in the Strategic report and Directors' report.

Directors' Remuneration

In our opinion, the part of the Remuneration Committee report to be audited has been properly prepared in accordance with the Companies Act 2006.

Corporate governance statement

The Listing Rules require us to review the directors’ statements in relation to going concern, longer-term viability and that part of the corporate governance statement relating to the company’s compliance with the provisions of the UK Corporate Governance Code specified for our review. Our additional responsibilities with respect to the corporate governance statement as other information are described in the Reporting on other information section of this report.

Based on the work undertaken as part of our audit, we have concluded that each of the following elements of the corporate governance statement, included within the Strategic Report and Governance section is materially consistent with the financial statements and our knowledge obtained during the audit, and we have nothing material to add or draw attention to in relation to:

The directors’ confirmation that they have carried out a robust assessment of the emerging and principal risks;
The disclosures in the Annual Report that describe those principal risks, what procedures are in place to identify emerging risks and an explanation of how these are being managed or mitigated;
The directors’ statement in the financial statements about whether they considered it appropriate to adopt the going concern basis of accounting in preparing them, and their identification of any material uncertainties to the group’s and company’s ability to continue to do so over a period of at least twelve months from the date of approval of the financial statements;
The directors’ explanation as to their assessment of the group's and company’s prospects, the period this assessment covers and why the period is appropriate; and
The directors’ statement as to whether they have a reasonable expectation that the company will be able to continue in operation and meet its liabilities as they fall due over the period of its assessment, including any related disclosures drawing attention to any necessary qualifications or assumptions.

Our review of the directors’ statement regarding the longer-term viability of the group and company was substantially less in scope than an audit and only consisted of making inquiries and considering the directors’ process supporting their statement; checking that the statement is in alignment with the relevant provisions of the UK Corporate Governance Code; and considering whether the statement is consistent with the financial statements and our knowledge obtained during the audit.# Independent Auditors' Report to the Members of Motorpoint Group Plc

Strategic report and Directors' report

Directors' Remuneration

In our opinion, the part of the Remuneration Committee report to be audited has been properly prepared in accordance with the Companies Act 2006.

Corporate governance statement

The directors’ confirmation that they have carried out a robust assessment of the emerging and principal risks;
The disclosures in the Annual Report that describe those principal risks, what procedures are in place to identify emerging risks and an explanation of how these are being managed or mitigated;
The directors’ statement in the financial statements about whether they considered it appropriate to adopt the going concern basis of accounting in preparing them, and their identification of any material uncertainties to the group’s and company’s ability to continue to do so over a period of at least twelve months from the date of approval of the financial statements;
The directors’ explanation as to their assessment of the group's and company’s prospects, the period this assessment covers and why the period is appropriate; and
The directors’ statement as to whether they have a reasonable expectation that the company will be able to continue in operation and meet its liabilities as they fall due over the period of its assessment, including any related disclosures drawing attention to any necessary qualifications or assumptions.

Our review of the directors’ statement regarding the longer-term viability of the group and company was substantially less in scope than an audit and only consisted of making inquiries and considering the directors’ process supporting their statement; checking that the statement is in alignment with the relevant provisions of the UK Corporate Governance Code; and considering whether the statement is consistent with the financial statements and our knowledge and understanding of the group and company and their environment obtained in the course of the audit.

In addition, based on the work undertaken as part of our audit, we have concluded that each of the following elements of the corporate governance statement is materially consistent with the financial statements and our knowledge obtained during the audit:

The directors’ statement that they consider the Annual Report, taken as a whole, is fair, balanced and understandable, and provides the information necessary for the members to assess the group’s and company's position, performance, business model and strategy;
The section of the Annual Report that describes the review of effectiveness of risk management and internal control systems; and
The section of the Annual Report describing the work of the Audit Committee.

We have nothing to report in respect of our responsibility to report when the directors’ statement relating to the company’s compliance with the Code does not properly disclose a departure from a relevant provision of the Code specified under the Listing Rules for review by the auditors.

Responsibilities for the financial statements and the audit

Responsibilities of the directors for the financial statements

As explained more fully in the Statement of Directors' responsibilities, the directors are responsible for the preparation of the financial statements in accordance with the applicable framework and for being satisfied that they give a true and fair view. The directors are also responsible for such internal control as they determine is necessary to enable the preparation of financial statements that are free from material misstatement, whether due to fraud or error.

In preparing the financial statements, the directors are responsible for assessing the group’s and the company’s ability to continue as a going concern, disclosing, as applicable, matters related to going concern and using the going concern basis of accounting unless the directors either intend to liquidate the group or the company or to cease operations, or have no realistic alternative but to do so.

Auditors’ responsibilities for the audit of the financial statements

Our objectives are to obtain reasonable assurance about whether the financial statements as a whole are free from material misstatement, whether due to fraud or error, and to issue an auditors’ report that includes our opinion. Reasonable assurance is a high level of assurance, but is not a guarantee that an audit conducted in accordance with ISAs (UK) will always detect a material misstatement when it exists. Misstatements can arise from fraud or error and are considered material if, individually or in the aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of these financial statements.

A further description of our responsibilities for the audit of the Financial Statements is located on the FRC’s website at: www.frc.org.uk/auditorsresponsibilities This description forms part of our auditors’ report.

Use of this report

This report, including the opinions, has been prepared for and only for the company’s members as a body in accordance with Chapter 3 of Part 16 of the Companies Act 2006 and for no other purpose. We do not, in giving these opinions, accept or assume responsibility for any other purpose or to any other person to whom this report is shown or into whose hands it may come save where expressly agreed by our prior consent in writing.

Other required reporting

Companies Act 2006 exception reporting

Under the Companies Act 2006 we are required to report to you if, in our opinion:

we have not obtained all the information and explanations we require for our audit; or
adequate accounting records have not been kept by the company, or returns adequate for our audit have not been received from branches not visited by us; or
certain disclosures of directors’ remuneration specified by law are not made; or
the company financial statements and the part of the Remuneration Committee report to be audited are not in agreement with the accounting records and returns.

We have no exceptions to report arising from this responsibility.# Motorpoint Group Plc Annual Report and Accounts 2025

Strategic Report

Governance

Financial Statements

Consolidated statement of comprehensive income

For the year ended 31 March 2025

Note	2024 £m	Before exceptional items	Exceptional items (1)	Total 2025 £m
Total Revenue	6	1,173.1	1,086.6	–
Cost of sales	7	(1,082.3)	(1,013.5)	–
Gross profit		90.8	73.1	–
Operating expenses	7	(78.1)	(72.9)	(7.7)
Other income		0.8	1.3	5.6
Operating profit / (loss)	7	13.5	1.5	(2.1)
Finance expense	11	(9.4)	(9.7)	(0.1)
Profit / (loss) before income tax		4.1	(8.2)	(2.2)
Income tax (expense) / income	13	(0.9)	1.8	0.2
Profit / (loss) for the year		3.2	(6.4)	(2.0)
Other comprehensive income / (expense):
Items that will not be reclassified to profit or loss
Tax relating to items which will not be reclassified to profit or loss		0.1	(0.1)	–
Other comprehensive income / (expense)		0.1	(0.1)	–
Total comprehensive income / (expense) for the year attributable to equity holders of the parent		3.3	(6.5)	(2.0)
Earnings per share attributable to equity holders of the parent (pence)
Basic	14	3.7p	(9.3p)
Diluted	14	3.6p	(9.3p)

Detail on exceptional items is provided in note 12. The Group’s activities all derive from continuing operations. The notes on pages 131 to 160 are an integral part of these consolidated financial statements.

Consolidated balance sheet

As at 31 March 2025

Note	Restated* As at 31 March 2025 £m	Restated* As at 31 March 2024 £m	As at 1 April 2023 £m
ASSETS
Non-current assets
Property, plant and equipment	16	15.4	8.8
Right-of-use assets	17	51.0	53.1
Intangible assets	18	3.0	3.7
Deferred tax assets	19	1.3	1.4
Total non-current assets		70.7	67.0
Current assets
Inventories	20	151.4	102.4
Trade and other receivables	22	13.4	19.2
Current tax receivable	13	–	–
Cash and cash equivalents	23	6.6	9.2
Assets classified as held for sale	21	–	2.6
Total current assets		171.4	133.4
TOTAL ASSETS	24	242.1	200.4
LIABILITIES
Current liabilities
Trade and other payables	25	(155.2)	(107.1)
Lease liabilities	17	(6.0)	(6.6)
Current tax liabilities	13	(0.5)	–
Total current liabilities		(161.7)	(113.7)
Net current assets		9.7	19.7
Note	Restated* As at 31 March 2025 £m	Restated* As at 31 March 2024 £m	As at 1 April 2023 £m
Non-current liabilities
Lease liabilities	17	(51.4)	(53.0)
Provisions	26	(2.1)	(2.6)
Deferred tax liabilities	19	–	–
Total non-current liabilities		(53.5)	(55.6)
TOTAL LIABILITIES		(215.2)	(169.3)
NET ASSETS		26.9	31.1
EQUITY
Called up share capital	29	0.9	0.9
Capital redemption reserve	30	0.1	0.1
Capital reorganisation reserve	31	(0.8)	(0.8)
EBT reserve	32	(8.5)	(5.1)
Retained earnings		35.2	36.0
TOTAL EQUITY		26.9	31.1

* See note 37 for explanation of restatements as at 31 March 2024 and 1 April 2023.

The consolidated financial statements on pages 127 to 130 were approved by the Board of Directors on 12 June 2025 and were signed on its behalf by:

Mark Carpenter Chris Morgan
Chief Executive Officer Chief Financial Officer

Motorpoint Group Plc Registered number 10119755

Consolidated statement of changes in equity

For the year ended 31 March 2025

Note	Capital share capital £m	Capital redemption reserve £m	Capital reorganisation reserve £m	EBT reserve £m	Retained earnings £m	Total equity £m
Balance at 1 April 2023	0.9	0.1	(0.8)	(5.3)	44.0	38.9
Loss for the year	–	–	–	–	(8.4)	(8.4)
Other comprehensive expense for the year	–	–	–	–	(0.1)	(0.1)
Total comprehensive expense for the year	–	–	–	–	(8.5)	(8.5)
Transactions with owners in their capacity as owners:
Share-based payments	34	–	–	–	–	1.0
Buyback and cancellation of shares		–	–	–	–	(0.3)
EBT share purchases and commitments	32	–	–	–	–	–
Share-based compensation options satisfied through the EBT	32	–	–	–	0.2	(0.2)

Balance at 31 March 2024	0.9	0.1	(0.8)	(5.1)	36.0	31.1
Profit for the year	–	–	–	–	3.2	3.2
Other comprehensive income for the year	–	–	–	–	0.1	0.1
Total comprehensive income for the year	–	–	–	–	3.3	3.3
Transactions with owners in their capacity as owners:
Share-based payments	34	–	–	–	–	1.0
Buyback and cancellation of shares		–	–	–	–	(4.7)
EBT share purchases and commitments	32	–	–	–	(3.8)	–
Share-based compensation options satisfied through the EBT	32	–	–	–	0.4	(0.4)

Balance at 31 March 2025	0.9	0.1	(0.8)	(8.5)	35.2	26.9

The notes on pages 131 to 160 are an integral part of these consolidated financial statements.

Consolidated cash flow statement

For the year ended 31 March 2025

Note	2025 £m	2024 £m
Profit / (loss) for the year attributable to equity shareholders	3.2	(8.4)
Adjustments for:
Taxation charge / (credit)	13	0.9
Finance expense	11	9.4
Operating profit / (loss)		13.5
Share-based payments	34	1.0
Impairment of assets held for sale		–
Loss made on assignment of lease		–
Depreciation and amortisation charges	7	10.4
Profit on disposals of property, plant and equipment and right-of-use assets	7	(0.4)
Cash flow from operations before movement in working capital		24.5
(Increase) / decrease in inventory		(49.0)
Decrease / (increase) in trade and other receivables		5.8
Increase / (decrease) in trade and other payables		47.7
Cash generated from operations		29.0
Interest paid on borrowings and financing facilities	11	(7.3)
Interest paid on lease liabilities	11	(2.1)
Income tax (paid) / received		(0.2)
Net cash generated from operating activities		19.4
	2025 £m	2024 £m
Cash flows from investing activities
Purchases of property, plant and equipment and intangible assets		(7.6)
Proceeds from disposal of property, plant and equipment and right-of-use assets		0.3
Net cash used in investing activities		(7.3)

Cash flows from financing activities
Payments to acquire own shares for cancellation		(4.7)
Payments to acquire own shares for share schemes		(3.8)
Proceeds from exercise of share-based payments		0.2
Repayment of principal element of leases		(6.4)
Repayment of borrowings		(33.0)
Proceeds from borrowings		33.0
Net cash used in financing activities		(14.7)

Net (decrease) / increase in cash and cash equivalents		(2.6)
Cash and cash equivalents at the beginning of the year		9.2
Cash and cash equivalents at end of year		6.6
Net cash and cash equivalents comprises:
Cash at bank		6.6

Notes to the consolidated financial statements

1. General information

Motorpoint Group Plc (the ‘Company’) is incorporated and domiciled in the United Kingdom under the Companies Act 2006. The Company is a public company limited by shares and is listed on the London Stock Exchange; the address of the registered office is Champion House, Stephensons Way, Derby, England, United Kingdom, DE21 6LY.

The consolidated financial statements of the Group as at and for the year ended 31 March 2025 comprise the Company, all of its subsidiaries and the Motorpoint Group Plc Employee Benefit Trust (the ‘EBT’) as listed on page 163, together referred to as the ‘Group’.

These financial statements are presented in pounds sterling because that is the currency of the primary economic environment in which the Group operates. All amounts have been rounded to the nearest one hundred thousand unless otherwise indicated.

The principal activities of the Group and the nature of the Group’s operations are set out in the Strategic report on pages 1 to 68.

2. Summary of material accounting policies

The principal accounting policies applied in the preparation of these consolidated financial statements are set out below. The policies have been consistently applied to all years presented, unless otherwise stated.# Motorpoint Group Plc Annual Report and Accounts 2025

Strategic Report

Governance

Financial Statements

Notes to the consolidated financial statements continued

2. Summary of material accounting policies continued

(a) Basis of preparation
The consolidated financial statements of the Group have been prepared and approved by the Board on a historical cost basis except for assets held for sale in accordance with UK-adopted International Accounting Standards (‘IFRS’) and with the requirements of the Companies Act 2006 as applicable to companies reporting under those standards. The preparation of financial statements in conformity with IFRS requires the use of certain critical accounting estimates. It also requires management to exercise its judgement in the process of applying the Group’s accounting policies. The areas involving a higher degree of judgement or complexity, or areas where assumptions and estimates are significant to the consolidated financial statements, are disclosed in note 4. In adopting the going concern basis for preparing the financial statements, the Directors have considered the business activities including the Group’s principal risks and uncertainties. This specifically includes considerations for climate related matters and more details are disclosed in note 16.

(b) Going concern
In accordance with the UK Corporate Governance Code 2024, the Board has assessed the prospects of the Group over a period in excess of 12 months from the date of signing the Group financial statements as required by the ‘Going Concern’ provision, by selecting the period to the end of December 2026. The Group has managed its net debt comfortably, with the revolving credit facility (RCF) undrawn at the year end. Total headroom, including undrawn stocking and banking facilities, and available cash, was £69.2m at the year end. During the year the Company renegotiated the terms of one of its stocking facilities, increasing its available headroom from £75.0m to £90.0m and thus total headroom from £150.0m to £165.0m.

Scenarios:
In making their assessment the Directors considered the Group’s current balance sheet and operational cash flows, the availability of facilities, and stress testing of the key trading assumptions within the Group’s plan. A range of scenarios have been assessed by the Directors, including various possible downside scenarios against the base case. The Directors opted to model a specific scenario designed to create the conditions required to breach covenants within the going concern period as well as a plausible downturn on the base case.

| Scenario | Outcome # Strategic Report Governance Financial Statements Notes to the consolidated financial statements continued

2. Summary of material accounting policies continued

(f) Segmental reporting

The Group has prepared segmental reporting in accordance with IFRS 8 ‘Operating Segments’. The Group’s chief operating decision maker is considered to be the Board of Directors. Segmental information is presented on the same basis as the management reporting. An operating segment is a component of the business where discrete financial information is available and the operating results are regularly reviewed by the Group’s chief operating decision maker to make decisions about resources to be allocated to the segment and to assess its performance.

Operating segments are aggregated into reporting segments to combine those with similar characteristics. The Group operates its omnichannel vehicle retailer offering through a store network and separate financial information is prepared for these individual store operations. These stores are considered separate ‘cash generating units’ for impairment purposes. However, it is considered that the nature of the operations and products is similar and they all have similar long term economic characteristics and the Group has applied the aggregation criteria of IFRS 8.

In addition, the Group operates an independent trade car auction site offering a business-to-business entirely online auction market place platform which is assessed by the Board as a separate operation and thus there are two reportable segments: retail and wholesale.

(f) Revenue recognition

Revenue represents amounts chargeable, net of value added tax, in respect of the sale of goods and services to customers. Revenue is measured at the fair value of the consideration receivable, when it can be reliably measured, and the specified recognition criteria for the sales type has been met. The transaction price is determined based on periodically reviewed prices and are separately identified on the customer’s invoice. There are no estimates of variable consideration. The transaction price for motor vehicles and motor related services is at fair value as if each of those products are sold individually.

(i) Sales of motor vehicles

Revenue from the sale of retail motor vehicles is recognised when the control has passed; that is, when the vehicle has been collected by, or delivered to, the customer. Payment of the transaction price is due immediately when the customer purchases the vehicle. Sales of accessories, such as mats, are recognised in the same way.

Revenue from the sale of wholesale vehicles is recognised when the control has passed; that is, when full payment has been made for the vehicle. The Group also sells wholesale vehicles in bulk transactions to auction houses. When this is the case revenue is recognised upon collection of the vehicles.

The Group operates a return policy which is consistent with the relevant consumer protection regulations. This includes a 14 day money back guarantee for home delivery customers. A returns provision is made against the estimated value of the products likely to be returned.

(ii) Sales of motor related services and commissions

Motor related services sales include commissions on finance introductions, extended guarantees and the sale of paint protection products. Sales of paint protection products are recognised when the control has passed; that is, the protection has been applied and the product is supplied to the customer. The assessment is based on whether the Group controls the specific goods and services before transferring them to the end customer, rather than whether it has exposure to significant risks and rewards associated with the sale of goods or services.

The Group receives commissions when it arranges finance, insurance packages, extended warranty and paint protection for its customers, acting as agent on behalf of a limited number of finance, insurance and other companies. For finance and insurance packages, commission is earned and recognised as revenue when the customer draws down the finance or commences the insurance policy from the supplier which coincides with the delivery of the product or service. Commissions receivable for all motor related services are paid typically in the month after the finance is drawn down. For extended warranty and paint protection, the commission earned by the Group as an agent is recognised as revenue at the point of sale on behalf of the principal.

Vehicle extended guarantees and asset protection where the Group is contractually responsible for future claims
Historically the Group sold vehicle extended guarantees and asset protection (‘GAP insurance’) where the Group is contractually responsible for future claims, and are accounted for by deferring the guarantee income received along with direct selling costs, and then releasing the income on a straight line basis over the remaining life of the guarantee. Costs in relation to servicing the extended guarantee income are expensed to the statement of comprehensive income as incurred. The Group has not sold any of these policies in the current or prior period but continues to release income in relation to legacy sales.

Vehicle extended guarantees and asset protection where the Group is not contractually responsible for future claims
Vehicle extended guarantees and asset protection (‘GAP insurance’) where the Group is not contractually responsible for future claims, are accounted for by recognising the commissions attributable to Motorpoint at the point of sale to the customer. GAP insurance where the Group is not contractually responsible for future claims is no longer sold with the last sale occurring in FY24.

Finance commission
Where the Group receives finance commission income, primarily arising when the customer uses third party finance to purchase the vehicle, the Group recognises such income on an ‘as earned’ basis.

(iii) Other income

Other operating income includes income from all other operating activities which are not related to the principal activities of the company. Other operating income includes insurance proceeds received and income recognised in relation to the logbook of a vehicle not provided by customers at the transaction date.

(g) Dividend distribution

Dividend distribution to the Group’s shareholders is recognised as a liability in the Group’s financial statements in the period which the dividends are approved.

(h) Foreign currency

The Group’s functional and presentation currency is the pound sterling. Foreign currency transactions are translated into the functional currency using the exchange rates prevailing at the dates of the transactions or valuation where items are remeasured. Foreign exchange gains and losses resulting from the settlement of such transactions and from the translation at year end exchange rates of monetary assets and liabilities denominated in foreign currencies are recognised in the statement of comprehensive income.

(i) Intangible assets other than goodwill

Intangible assets with finite useful lives that are acquired separately are carried at cost less accumulated amortisation and accumulated impairment losses. The estimated useful life and amortisation method are reviewed annually with the effect of any changes being reflected on a prospective basis. Research costs are expensed as incurred.

An intangible asset arising from development expenditure on a project is only recognised if management considers that it is technically feasible and that there are sufficient resources available to complete the asset so that it will be available for use or sale, that it intends to complete and is able to sell or use the asset to generate future economic benefits and that the costs of the development project can be measured reliably. Following the initial recognition of the expenditure, the asset will be carried at cost less accumulated amortisation and impairment losses. Amortisation is applied once the asset is available for use to write off the cost over the period which is expected to benefit from the use of or sale of the asset. The annual amortisation rates applied to the Group’s intangible assets on a straight line basis are as follows:

Asset class	Depreciation method and rate
IT Projects	20% – 33.3% straight line

Financial assets

Trade receivables are initially recognised when they originated. All other financial assets are initially recognised when the Group becomes a party to the contractual provisions of the instrument. At initial recognition, the Group measures a financial asset at its fair value plus, in the case of a financial asset not at fair value through profit or loss (‘FVPL’), transaction costs that are directly attributable to the acquisition of the financial asset. Transaction costs of financial assets carried at FVPL are expensed in profit or loss. A trade receivable without a significant financing component is initially measured at the transaction price.# Motorpoint Group Plc Annual Report and Accounts 2025

Strategic Report

Governance

Financial Statements

Notes to the consolidated financial statements continued

2. Summary of material accounting policies continued

(j) Property, plant & equipment

Property, plant and equipment is stated at the cost less depreciation. The cost of property, plant and equipment includes directly attributable costs. Depreciation is provided on tangible fixed assets so as to write off the cost or valuation, less any estimated residual value, over their expected useful economic life as follows.

Asset class	Depreciation method and rate
Land	Nil
Freehold property	5% straight line
Short term leasehold improvements	Lower of 20% straight line or remaining lease term
Plant and machinery	20% straight line
Fixtures and fittings	20% straight line
Office equipment	20% – 33.3% straight line

Assets in the course of construction are recorded separately within property, plant and equipment and are transferred to the appropriate classification when complete and depreciated from the date they are brought into use. The residual values of the assets and their useful lives are reviewed, and adjusted if appropriate, at each balance sheet date. The carrying value of assets is reviewed for impairment if events or changes in circumstances suggest that the carrying value may not be recoverable. Assets are written down to their recoverable amount if lower than their carrying value, and any impairment is charged to the statement of comprehensive income. Gains and losses on disposals are determined by comparing the proceeds with the carrying amount and are recognised in the statement of comprehensive income within ‘operating expenses’.

(k) Financial instruments

IFRS 9 requires an entity to recognise financial assets and financial liabilities in the Group’s balance sheet when the Group becomes party to the contractual provisions of the instrument. The Group classifies financial instruments, or their component parts, on initial recognition as financial assets, financial liabilities or equity instruments according to the substance of the contractual arrangements entered into. An equity instrument is any contract that evidences a residual interest in the assets of the Group after deducting all of its liabilities. Equity instruments issued by the Group are recorded as the proceeds received, net of direct issue costs.

A financial asset is classified either as being measured subsequently at fair value (either through other comprehensive income or through profit or loss), or measured at amortised cost. The classification depends on the Group’s business model for managing the financial assets and the contractual terms of the cash flows. All financial assets of the Group are classified as measured at amortised cost. Financial assets are not reclassified subsequent to their initial recognition unless the Group changes its business model for managing financial assets. A financial asset is measured at amortised cost if it meets both of the following conditions and is not designated as at fair value reported in profit or loss:
• it is held within a business model whose objective is to hold assets to collect contractual cash flows; and
• its contractual terms give rise on specified dates to cash flows that are solely payments of principal and interest on the principal amount outstanding.

Financial assets at amortised cost are subsequently measured at amortised cost using the effective interest method. The amortised cost is reduced by impairment losses. Interest income, foreign exchange gains and losses and impairments are recognised in profit or loss. Any gain or loss on de-recognition is recognised in profit or loss.

The Group recognises loss allowances for Expected Credit Losses (‘ECL’) on financial assets measured at amortised cost. ECL are a probability-weighted estimate of credit losses. Credit losses are measured as the present value of all cash shortfalls (i.e. the difference between the cash flows due to the Group in accordance with the contract and the cash flows that the Group expects to receive). All trade receivable balances are assessed individually. ECL are discounted at the effective interest rate of the financial asset. Loss allowances for financial assets measured at amortised cost are deducted from the gross carrying amount of the assets.

At each reporting date, the Group assesses whether financial assets carried at amortised cost are credit impaired. A financial asset is ‘credit impaired’ when one or more events that have a detrimental impact on the estimated future cash flows of the financial asset have occurred. The gross carrying amount of a financial asset is written off (either partially or in full) to the extent that there is no realistic prospect of recovery. This is generally the case when the Group determines that the debtor does not have assets or sources of income that could generate sufficient cash flows to repay the amounts subject to the write off.

From time to time based on purchasing decisions the Group holds hedging instruments to hedge currency risks arising from its activities. Hedging instruments are recognised at fair value. Any gain or loss on remeasurement is recognised in the statement of comprehensive income. However, the treatment of gains or losses arising from hedging instruments which qualify for hedge accounting depends on the type of hedge arrangement. The fair value of hedging instruments is the estimated amount receivable or payable to terminate the contract determined by reference to the market prices prevailing at the balance sheet date. Any ineffective portion of the hedge is recognised in the statement of comprehensive income. The Group currently has no hedge arrangements and no gain or loss is recognised in profit or loss in administrative expenses.

Financial liabilities

Financial liabilities are classified on initial recognition as either other financial liabilities measured at amortised cost or at fair value through profit or loss.

Offsetting of financial assets and liabilities

Financial assets and liabilities are offset and the net amount reported in the balance sheet when there is a legally enforceable right to offset the recognised amounts and there is an intention to settle on a net basis or realise the asset and settle the liability simultaneously. The legally enforceable right must not be contingent on future events and must be enforceable in the normal course of business and in the event of default, insolvency or bankruptcy of the Group or the counterparty.

(l) Leases

The Group applies IFRS 16, using the following practical expedients permitted by the standard:
• reliance on previous assessments on whether leases are onerous;
• the accounting for operating leases with a remaining lease term of less than 12 months as at 1 April 2025 as short term leases; and
• the use of hindsight in determining the lease term where the contract contains options to extend or terminate the lease.

The Group also elected not to reassess whether a contract is, or contains a lease at the date of initial application. Instead, for contracts entered into before the transition date the Group relied on its assessment made applying IAS 17 and IFRIC 4 Determining whether an arrangement contains a Lease.

Lease liability – initial recognition

The lease liability is initially measured at the present value of the lease payments that are not paid at the commencement date. The lease payments are discounted at the Group’s incremental borrowing rate. The incremental borrowing rate is determined based on a series of inputs including the risk-free rate based on Government bond rates in addition to specific adjustments for risk and security.

Lease payments included in the measurement of the lease liability comprise:
• fixed lease payments (including in-substance fixed payments), less any lease incentives;
• variable lease payments such as those that depend on an index or rate (such as RPI), initially measured using the index or rate at the commencement date;
• the amount expected to be payable by the Group under residual value guarantees;
• the exercise price of purchase options where the Group is reasonably certain to exercise the options; and
• payments of penalties for terminating the lease, if the lease term reflects the exercise of an option to terminate the lease.

Break and extension options are included in leases to provide operational flexibility should the economic outlook for an asset be different to expectations, and hence at commencement of the lease, break or extension options are not typically considered reasonably certain to be exercised, unless there is a valid business reason otherwise. The lease liability is presented as a separate line in the consolidated balance sheet, split between current and non-current liabilities.

Impairment

The Group applies IAS 36 to determine whether a right-of-use asset is impaired and accounts for any identified impairment loss. Variable rents that do not depend on an index or rate are not included in the measurement of the lease liability and the right-of-use asset. The related payments are recognised as an expense in the period in which the event or condition that triggers those payments occurs.

Sale and leaseback

A sale and leaseback transaction is where the Group sells an asset and immediately reacquires the use of the asset by entering into a lease with the buyer. A sale occurs when control of the underlying asset passes to the buyer.# 2. Summary of material accounting policies

(l) Leases continued

Lease liability – subsequent measurement
The lease liability is subsequently measured by increasing the carrying amount to reflect interest on the lease liability (using the effective interest method) and by reducing the carrying amount to reflect the lease payments made.

Lease liability – re-measurement
The lease liability is re-measured where:
• there is a change in the assessment of exercise of a purchase option, in which case the lease liability is re-measured by discounting the revised lease payments using a revised discount rate; or
• the lease payments change due to changes in an index or rate or a change in expected payment under a guaranteed residual value, in which case the lease liability is re- measured by discounting the revised lease payments using the initial discount rate (unless the lease payments change is due to a change in a floating interest rate, in which case a revised discount rate is used); or
• the lease contract is modified and the lease modification is not accounted for as a separate lease, in which case the lease liability is re-measured by discounting the revised lease payments using a revised discount rate.

When the lease liability is re-measured, an equivalent adjustment is made to the right-of-use asset unless its carrying amount is reduced to zero, in which case any remaining amount is recognised in profit or loss.

Right-of-use asset – initial recognition
The right-of-use asset comprises the initial measurement of the corresponding lease liability, lease payments made at or before the commencement date, any dilapidation or removal costs, and any initial direct costs. They are subsequently measured at cost less accumulated depreciation and impairment losses. Where the Group has an obligation for costs to dismantle and remove a leased asset, restore the site on which it is located or restore the underlying asset to the condition required by the terms and conditions of the lease, a provision is recognised and measured under IAS 37. The present value of these costs are included in the related right-of-use asset. The right-of-use asset is presented as a separate line in the balance sheet.

Right-of-use asset – subsequent measurement
Right-of-use assets are depreciated over the shorter of the lease term and useful life of the underlying asset.

A lease liability is recognised, the associated property, plant and equipment asset is de-recognised, and a right-of-use asset is recognised at the proportion of the carrying value relating to the right retained. Any gain or loss arising relates to the rights transferred to the buyer.

(m) Inventory
Inventory is valued at the lower of cost and net realisable value, after due regard for slow moving vehicles. Costs of purchased inventory include the costs of bringing to their present location and condition and are determined after deducting rebates and discounts. Net realisable value is based on selling price less anticipated costs of completion and selling costs. When calculating an inventory provision management considers the nature and condition of the inventory as well as applying assumptions around expected saleability, determined on historic trading patterns. Inventory cost is calculated using the specific identification method.

(n) Assets held for sale
Assets are classified as held for sale if their carrying amount will be recovered principally through a sale transaction rather than through continuing use and a sale is considered highly probable. They are measured at the lower of their carrying amount and fair value less costs to sell, except for assets such as deferred tax assets, assets arising from employee benefits, financial assets and investment property that are carried at fair value and contractual rights under insurance contracts, which are specifically exempt from this requirement. An impairment loss is recognised for any initial or subsequent write down of the asset to fair value less costs to sell. A gain is recognised for any subsequent increases in fair value less costs to sell of an asset, but not in excess of any cumulative impairment loss previously recognised. A gain or loss not previously recognised by the date of the sale of the asset is recognised at the date of de-recognition. Assets are not depreciated or amortised while they are classified as held for sale. Interest and other expenses attributable to the liabilities of a disposal group classified as held for sale continue to be recognised. Assets classified as held for sale are presented separately from the other assets in the balance sheet.

(o) Trade receivables
Trade receivables represent the principal amounts outstanding from finance companies in respect of the financed element of sales to customers for motor vehicle and related products. Trade receivables are recognised net of any provision for impairment. The carrying value of certain financial assets are measured on an expected credit loss approach. Trade and other receivables do not contain a significant financing element and therefore expected credit losses are measured using the simplified approach permitted by IFRS 9, which requires expected lifetime losses to be recognised from the initial recognition of the receivables.

(p) Cash and cash equivalents
Cash and cash equivalents include cash in hand and at bank, deposits held at call with banks and pending card transactions. Where applicable, bank overdrafts are shown within borrowings in current liabilities.

(q) Current and deferred tax
The tax expense for the period comprises current and deferred tax. Tax is recognised in the statement of comprehensive income, except to the extent that it relates to items recognised in other comprehensive income or directly in equity. The current tax charge is calculated on the basis of tax laws enacted or substantively enacted at the balance sheet date. Deferred tax is recognised, without discounting, in respect of all temporary differences arising between the treatment of certain items for taxation and accounting purposes, which have arisen but not reversed by the balance sheet date. Deferred tax is measured at the rates, based on the tax rates and law enacted or substantively enacted at the balance sheet date, that are expected to apply in the periods when the timing differences are expected to reverse. Deferred tax assets are recognised only to the extent that it is probable that future taxable profits will be available against which the temporary differences can be utilised. Deferred tax assets and liabilities are offset when there is a legally enforceable right to offset current tax assets against current tax liabilities and when the deferred tax assets and liabilities relate to income taxes levied by the same taxation authority on either the same taxable entity or different taxable entities and there is an intention to settle the balances on a net basis.

(r) Trade payables
Trade payables are obligations to pay for goods or services that have been acquired in the ordinary course of business from suppliers. Accounts payable are classified as current liabilities if payment is due within one year or less. If not, they are presented as non-current liabilities. Trade payables are recognised initially at fair value and subsequently measured at amortised cost using the effective interest method, unless the effect is immaterial.

(s) Stocking finance facilities
Stocking finance facilities, included within trade and other payables, are borrowings secured against the vehicle against which the facility is drawn down. These are short term liabilities which are settled on the sale of a vehicle or a fixed maturity not greater than 150 days and as a result form part of the normal business operating cycle (see note 24 for more details). They are recognised initially at fair value and subsequently measured at amortised cost using the effective interest method unless the effect is immaterial.

(t) Share capital
Ordinary shares are classified as equity. Costs incurred in issuing equity are deducted from the equity instrument.

(u) Provisions
Provisions for making good obligations are recognised when the Group has a present legal or constructive obligation as a result of past events, it is probable that an outflow of resources will be required to settle the obligation, and the amount can be reliably estimated. Provisions are not recognised for future operating losses. Where there are a number of similar obligations, the likelihood that an outflow will be required in settlement is determined by considering the class of obligations as a whole. A provision is recognised even if the likelihood of an outflow with respect to any one item included in the same class of obligations may be small. Provisions are measured at the present value of management’s best estimate of the expenditure required to settle the present obligation 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.

SAYE share options granted to employees are treated as cancelled when employees cease to contribute to the scheme.

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Motorpoint Group Plc Annual Report and Accounts 2025

Strategic Report Governance Financial Statements

Notes to the consolidated financial statements continued# 2. Summary of material accounting policies continued

(v) Borrowings

Borrowings are recognised initially at fair value, net of transaction costs incurred. Borrowings are subsequently carried at amortised cost using the effective interest rate method. The effective interest rate method is a method of calculating the amortised cost and allocating the interest cost over the relevant period. The effective interest rate is the rate that exactly discounts estimated future cash payments through the expected life of the financial instrument.

(w) Employee benefits

(i) Pensions

The Group operates a defined contribution pension scheme for employees. The assets of the scheme are held separately from those of the Group. The annual contributions are charged in the statement of comprehensive income in the year in which they become payable in accordance with the rules of the scheme.

(ii) Other employee benefits

The Group recognises an expense for other short term employee benefits, primarily holiday pay and employee commissions and bonuses on an accruals basis.

(iii) Share-based compensation

Equity-settled share-based compensation to employees and others providing similar services are measured at the fair value of the equity instruments at the grant date. The estimate is measured using the Black-Scholes pricing model and excludes the effect of non-market based vesting conditions. Details regarding the determination of the fair value of equity- settled share-based transactions are set out in note 34. The fair value determined at the grant date of the equity-settled share-based compensation is expensed on a straight line basis over the vesting period, based on the Group’s estimates of equity instruments that will eventually vest. At each balance sheet date, the Group revises its estimate of the number of equity instruments expected to vest as a result of the effect of non-market based vesting conditions. The impact of the revision of the original estimates, if any, is recognised in the statement of comprehensive income such that the cumulative expenses reflect the revised estimate, with a corresponding adjustment to equity reserves. This results in accelerated recognition of the expenses that would have arisen over the remainder of the original vesting period. Cash-settled share-based compensation to employees and others providing similar services is measured at the fair value of the equity instruments at the grant date. A liability is recognised at the current fair value determined at each balance sheet date and at settlement.

(x) Contingent liabilities

The Company’s contingent liabilities are recognised at their fair value at the reporting date.

(y) Earnings per share (‘EPS’)

The Group presents basic and diluted EPS for its ordinary shares. Basic EPS is calculated by dividing the profit attributable to ordinary shareholders by the weighted average number of ordinary shares outstanding during the year. For diluted EPS, the weighted average number of ordinary shares is adjusted to assume conversion of all dilutive potential ordinary shares.

(z) Exceptional items

Material non-recurring items of income and expense, which relate entirely to significant one off events, are disclosed as ‘exceptional items’. Further details on the nature of ‘exceptional items’ can be found in note 12.

3. Underlying profit measures

The Group’s chief operating decision maker is considered to be the Board of Directors. The Board of Directors measure the overall performance of the Group by reference to the following non-GAAP measures:

earnings before interest, tax, depreciation, amortisation and exceptional items (‘EBITDA’);
operating profit before exceptional items (adjusted operating profit); and
profit before taxation before exceptional items (adjusted profit before taxation).

The adjusted measures are applied by the Board of Directors to understand the earning trends of the Group and are considered the most meaningful measures by which to assess the true operating performance of the Group.

4. Critical accounting estimates and judgements

The preparation of financial statements requires the use of accounting estimates which, by definition, will seldom equal the actual results. Management also needs to exercise judgement in applying the Group’s accounting policies. This note provides an overview of the areas that involved a higher degree of judgement or complexity, and of items which have a significant risk of causing material adjustments to the carrying amount of assets and liabilities in the next financial year. Detailed information about each of these estimates and judgements is included in other notes together with information about the basis of calculation for each affected line item in the financial statements.

Significant estimates

Inventory provisions (note 20): Inventories are stated at the lower of cost and net realisable value. As in previous years, a provision is included where management feels net realisable value falls below cost. The level of provision is determined by management estimates based on historical and forecast sales and potential net realisable value. For those vehicles in stock as at the year end, an additional loss of £112 per car (FY24: £112 per car) would have to be realised to see a material adjustment of £1.2m (FY24: £0.8m) to the inventory provision.

Significant judgements

IFRS 16 Lease term (note 17): The lease term is a significant component in the measurement of both the right-of-use asset and lease liability. Where leases contain options to break, the Group has assumed that these are exercised, unless there is reasonable certainty that the lease will be extended, and therefore the assumed duration for the liability is to the break point. Similarly, for any extension options, these have not been assumed to be utilised unless there is reasonable certainty. Judgement is exercised in determining whether there is reasonable certainty that an option to extend the lease or purchase the underlying asset will be exercised, or an option to terminate the lease will not be exercised, when ascertaining the periods to be included in the lease term. In determining the lease term, all facts and circumstances that create an economical incentive to exercise an extension option, or not to exercise a termination option, are considered at the lease commencement date. The Group reassesses whether it is reasonably certain to exercise an extension option, or not exercise a termination option, if there is a significant event or significant change in circumstances. Potential future undiscounted lease payments not included in the reasonably certain lease term, and hence not included in lease liabilities, total £4.5m (FY24: £5.1m). Future increases or decreases in rentals linked to an index or rate are not included in the lease liability until the change in cash flows takes effect.

5. Segmental information

The Group has prepared segmental reporting in accordance with IFRS 8 ‘Operating Segments’. Segmental information is presented on the same basis as the management reporting.

a. Description of segments and principal activities

The Group’s operating segments are determined based on the Group’s internal reporting to the Board. The performance of operating segments is assessed by the Board on the basis of gross profit with all assets and liabilities assessed on a Group basis. The Board examines the Group’s performance from a product perspective and has identified two reportable segments of its business:

Retail – the Motorpoint brand is an omnichannel vehicle retailer offering nearly new cars, the majority of which are under five years old or have completed less than 50,000 miles. This segment also includes a range of commercial vehicles under the Motorpoint brand.

Wholesale – Auction4Cars.com is an independent trade car auction site offering a business- to-business entirely online auction market place platform allowing an efficient and quick route for sale of part exchange vehicles which do not fall into the nearly new retail criteria and purchases direct from consumers.

b. Segment Gross profit

	Retail 2025 £m	Retail 2024 £m	Wholesale 2025 £m	Wholesale 2024 £m	Total 2025 £m	Total 2024 £m
Revenue	1,028.4	931.1	144.7	155.5	1,173.1	1,086.6
Cost of sales	(948.4)	(866.8)	(133.9)	(146.7)	(1,082.3)	(1,013.5)
Gross profit	80.0	64.3	10.8	8.8	90.8	73.1

Transactions between operating segments are made on an arm’s length basis in a manner similar to those with third parties. Cost of sales are specific and therefore directly attributable to each segment. Operating and financial expenses are not segregated for internal reporting purposes and hence have not been disclosed here.

c. Other profit and loss disclosures

There were no impairment charges in FY25 (FY24: £0.2m).

d. Segment assets and liabilities

Segment assets and liabilities are measured in the same way as in the financial statements. No further disclosure has been provided here, as internally assets and liabilities are not segregated for reporting purposes.# Motorpoint Group Plc Annual Report and Accounts 2025

Strategic Report

Governance

Financial Statements

Notes to the consolidated financial statements

9. Employees and Directors

The aggregate employee benefit expenses were as follows:

£m	2025	2024
Employee benefit expenses:
Wages and salaries	34.1	28.3
Social security costs	3.6	3.1
Pension costs	0.7	0.7
Share-based compensation charge (note 34)	1.0	1.0
Total	39.4	33.1

The average monthly number of employees (including Directors but excluding third party contractors) employed by the Group was as follows:

No.	2025	2024
Average number of people employed:
Sales and operations	613	569
Administration and support	183	195
Total	796	764

10. Directors’ and key management remuneration

Key management has been identified as the Directors of Motorpoint Group Plc.

£m	2025	2024
Short term employee benefits	1.4	1.1
Share–based payment	–	–
Employer contributions paid to money purchase schemes	–	–
Total	1.4	1.1

During the year the number of key management who were receiving benefits was 2 (FY24: 2). In respect of the highest paid Director refer to page 100 of the Annual report on remuneration.

11. Finance expense

£m	2025	2024
Interest on bank borrowings	0.4	0.7
Interest on stocking finance facilities	6.9	7.1
Interest on lease liabilities	2.1	2.0
Total finance expense	9.4	9.8

12. Exceptional items

£m	2025	2024
Restructuring costs	–	1.7
Asset write off	–	6.0
Insurance proceeds	–	(5.6)
Total exceptional items before finance expense and income tax	–	2.1

No exceptional items in FY25. Exceptional items in FY24 detailed below.

Restructuring costs
A business efficiency review in FY24 resulted in restructuring costs of £1.7m. This included a review and subsequent reduction in headcount, which resulted in redundancy costs of £1.1m. As part of this, the home delivery team was restructured and a related loss on disposal of home delivery trucks and an impairment of the remainder, totalling £0.2m (included within assets held for sale as at 31 March 2024) was incurred. Also, as part of this restructure, a decision was made to not progress with the opening of a new site. The cost of assignment of the lease, which included a one off payment to the new lease holder, and overhead costs incurred from the date a decision was made to dispose of the site, resulted in a loss on disposal of £0.4m. All restructuring was completed in FY24.

Asset write off
As a result of the flood which occurred at the Derby store on 21 October 2023, some fixed assets, and most of the inventory on site at the time was damaged and subsequently written off. Fixed assets and inventory written off totalled £5.4m with £0.6m relating to other costs incurred as a result of the flood.

Insurance proceeds
Insurance proceeds relate to amounts received against insured written off fixed assets and inventory following the flood at the Derby store.

Income tax income
The tax implications of the exceptional items in FY24 was a credit of £0.2m.

13. Income tax expense

£m	2025	2024
The tax charge / (credit) in the statement of comprehensive income represents:
Current tax:
UK corporation tax	0.8	(0.2)
Adjustment in respect of prior years	(0.1)	(0.1)
Total current tax	0.7	(0.3)
Deferred tax:
Origination and reversal of temporary differences	0.6	(1.8)
Adjustments in respect of prior years	(0.4)	0.1
Total deferred tax	0.2	(1.7)
Total tax charge / (credit) in the consolidated statement of comprehensive income	0.9	(2.0)

There was no income tax charge / (credit) arising on exceptional items in FY25 (FY24: income tax credit of £0.2m).

Reconciliation of the total tax charge

£m	2025	2024
The tax charge / (credit) in the statement of comprehensive income in the year differs from (FY24: differs from) the charge which would result from the standard rate of corporation tax in the UK of 25% (FY24: 25%):
Profit / (loss) before taxation	4.1	(10.4)
Profit / (loss) before taxation at the standard rate of corporation tax of 25%	1.0	(2.6)
Tax effect of:
– Fixed asset differences	0.1	–
– Expenses not deductible for tax purposes	0.2	0.6
– Adjustment in respect of prior years	(0.5)	–
– Deferred tax taken directly to other comprehensive income	0.1	–
Tax charge / (credit) in the consolidated statement of comprehensive income	0.9	(2.0)

A tax payable balance of £0.5m (FY24: £Nil) is included within current liabilities as a result of the timing of the payments on account to HMRC.

Amounts recognised directly in equity

£m	2025	2024
Aggregate current and deferred tax arising in the reporting period and not recognised in net profit or loss or other comprehensive income but directly debited or credited to equity:
– Deferred tax: Adjustment in respect of prior years	(0.1)	0.1
Tax (credit) / charge in the consolidated statement of comprehensive income	(0.1)	0.1

Factors affecting current and future tax charges
An increase in the UK corporation rate from 19% to 25% (effective 1 April 2023) was substantively enacted on 24 May 2021. As at the balance sheet date of the 31 March 2025 the deferred tax asset has been calculated based on 25%, reflecting the expected timing of reversal of the related temporary differences (FY24: 25%).

14. Earnings per share

Basic and diluted EPS are calculated by dividing the earnings attributable to equity shareholders by the weighted average number of ordinary shares during the year.

	2025	2024
Profit / (loss) attributable to ordinary shareholders (£m)	3.2	(8.4)
Weighted average number of ordinary shares in issue (‘000)	87,447	90,180
Basic EPS (pence)	3.7	(9.3)
Diluted weighted average number of ordinary shares in issue (‘000)	87,946	90,180
Diluted EPS (pence)	3.6	(9.3)

The difference between the basic and diluted weighted average number of shares represents the dilutive effect of the currently operating schemes and the vested but not yet exercised options. This is shown in the reconciliation below. No dilution in FY24 due to the Group making a loss for the year.

There is a maximum of 2,239,636 additional options which have not been included in the dilutive calculation in relation to the SAYE schemes. Further information is included in note 34.

	2025	2024
Weighted average number of ordinary shares in issue (‘000)	87,447	90,180
Adjustment for share options (‘000)	499	–
Weighted average number of ordinary shares for diluted earnings per share (‘000)	87,946	90,180

15. Dividends

During the year no dividends were paid (FY24: £Nil). The Board has proposed a final dividend of 1 pence per share with a cash cost of £0.9m (FY24: £Nil) for the year ended 31 March 2025.

6. Revenue

Revenue has been analysed between the sale of goods and the sale of services below.

£m	2025	2024
Revenue analysis
Revenue from sale of motor vehicles	1,119.2	1,037.5
Revenue from motor related services and commissions	50.8	45.9
Revenue recognised that was included in deferred income at the beginning of the year – Sale of motor vehicles	0.1	0.2
Revenue recognised that was included in deferred income at the beginning of the year – Motor related services and commissions	3.0	3.0
Total revenue	1,173.1	1,086.6

The Group has contract liabilities of £3.0m which relate to the deferred income shown in the table below (FY24: £3.0m). The Group has recognised a returns provision as at the year end of £1.4m (FY24: £1.1m).

The Group recognises the following accrued income balances:

£m	2025	2024
Accrued income
Commissions	4.8	4.9
Total	4.8	4.9

Accrued income relates to commissions earned from finance companies received the following month.

The Group recognises the following deferred income balances within accruals and deferred income:

£m	2025	2024
Deferred income
Vehicles invoiced not collected	0.1	0.1
Commissions received not earned	3.0	3.0
Total deferred income	3.1	3.1

Operating profit / (loss)

Analysed as:

£m	2025	2024
Operating profit / (loss) includes the effect of charging / (crediting):
Inventory recognised as expense	1,077.0	1,007.8
Movement in provision against inventory	0.8	0.2
Employee benefit expense (note 9)	39.4	33.1
Depreciation of property, plant and equipment (note 16) and right-of-use assets (note 17)	9.2	8.8
Amortisation of intangible assets (note 18)	1.2	1.1
Expense on short term and low value leases	0.3	0.4
Profit on disposals of property, plant and equipment and right- of-use assets	(0.4)	–
Exceptional income	–	(5.6)
Exceptional costs	–	7.7

£m	2025	2024
Total expenses before exceptional items comprise:
Cost of sales	1,082.3	1,013.5
Operating expenses:
Selling and distribution expenses	22.0	19.4
Administrative expenses	56.1	53.5
Total operating expenses before exceptional items	78.1	72.9
Total expenses before exceptional items	1,160.4	1,086.4

8. Auditor’s remuneration:

£m	2025	2024
Auditor’s remuneration:
Fees payable for the audit of the Parent Company and consolidated financial statements	0.3	0.3
Fees payable for the audit of the Company’s subsidiaries	–	–
Fees payable for non-audit services	0.0	0.0
Total	0.3	0.3

Non-audit services relate to access to the auditor’s generic online accounting manual and amounted to £2,250 (FY24: £2,250).

16.# Notes to the consolidated financial statements continued

16. Property, plant and equipment

The depreciation expense of £2.9m (FY24: £2.9m) has been recorded in operating expenses. Transfers from assets held for sale relate to the land held in Paisley, Scotland deemed to no longer meet the definition of an asset held for sale.

Property, plant and equipment	Short term	Freehold	Leasehold property	Plant and machinery	Fixtures and fittings	Office equipment	Work in progress	Total
£m	£m	£m	£m	£m	£m	£m	£m	£m
Cost
At 1 April 2023	2.4	–	14.2	2.4	3.6	4.8	0.5	27.9
Additions	–	–	0.5	0.3	0.3	0.3	–	1.4
Transfers	–	–	0.5	–	–	–	(0.5)	–
Disposals and assets classified as held for sale	(2.4)	–	–	(0.4)	–	–	–	(2.8)
At 31 March 2024	–	–	15.2	2.3	3.9	5.1	–	26.5
Additions	2.9	1.8	0.6	0.9	0.6	0.3	–	7.1
Transfers from assets held for sale	2.4	–	–	–	–	–	–	2.4
Disposals	–	–	–	(0.2)	–	(0.4)	–	(0.6)
At 31 March 2025	5.3	1.8	15.8	3.0	4.5	5.0	–	35.4
Accumulated depreciation
At 1 April 2023	–	–	7.6	1.6	1.9	3.7	–	14.8
Provided during the year	–	–	1.5	0.3	0.5	0.6	–	2.9
At 31 March 2024	–	–	9.1	1.9	2.4	4.3	–	17.7
Provided during the year	–	–	1.5	0.3	0.6	0.5	–	2.9
Disposals	–	–	–	(0.2)	–	(0.4)	–	(0.6)
At 31 March 2025	–	–	10.6	2.0	3.0	4.4	–	20.0
Net book value
At 31 March 2025	5.3	1.8	5.2	1.0	1.5	0.6	–	15.4
At 31 March 2024	–	–	6.1	0.4	1.5	0.8	–	8.8
At 31 March 2023	2.4	–	6.6	0.8	1.7	1.1	0.5	13.1

Under IAS 36, the Group performs an annual assessment as to the existence of impairment indicators. Management has not identified an indicator of impairment in FY25. Included within the annual assessment, the Group also includes performance of a high level financial review of the asset classes and cost categories likely to be impacted most significantly by climate change. An exercise was undertaken as part of our financial planning to ensure that our climate-related risks and any associated costs had been considered when assessing the value of our assets and future cash flow forecasts. An estimated impact of climate-related risks was included in the annual assessment.

17. Leases

The Group only acts as a lessee.

(a) Amounts recognised in the statement of financial position

The balance sheet shows the following amounts relating to leases:

£m
	Right-of-use assets
	Balance at 1 April 2022		46.7
	Modifications to right-of-use assets		2.3
	Additions to right-of-use assets		17.4
	Depreciation charge		(5.7)
	Balance at 31 March 2023 (restated)		60.7
	Balance at 1 April 2023 (restated)		60.7
	Modifications to right-of-use assets		0.3
	Disposals of right-of-use assets		(2.0)
	Depreciation charge		(5.9)
	Balance at 31 March 2024 (restated)		53.1
	Balance at 1 April 2024 (restated)		53.1
	Additions to right-of-use assets		5.0
	Disposals of right-of-use assets		(0.8)
	Depreciation charge		(6.3)
	Balance at 31 March 2025		51.0

£m	2024	2023 (restated)	2025 (restated)
Maturity analysis of lease liabilities
Within one year	7.7	7.5	7.8
In the second to fifth years inclusive	29.8	29.2	29.7
After five years	31.7	37.3	45.0
Total minimum lease payments	69.2	74.0	82.5
Interest charges	(11.8)	(14.4)	(16.6)
Lease liability	57.4	59.6	65.9

Further details on the prior period restatement can be found in note 37 to these financial statements.

(b) Amounts recognised in the statement of comprehensive income

The statement of comprehensive income shows the following amounts relating to leases:

£m	2025	2024
Depreciation charge of right-of-use assets
Buildings	6.3	5.9
Finance expense
Interest expense	2.1	2.0

The total cash outflow for leases held as right-of-use assets in FY25 was £8.5m (FY24: £6.6m). An expense on short term leases is also included of £0.3m (FY24: £0.4m). There are no low value leases.

17. Leases continued

(a) Amounts recognised in the statement of financial position continued

£m	Lease liabilities
	Balance at 1 April 2022		52.8
	Modifications to lease liabilities		2.3
	Additions to lease liabilities		16.7
	Repayment of lease liabilities (including interest element)		(7.9)
	Interest expense related to lease liabilities		2.0
	Balance at 31 March 2023 (restated)		65.9
	Current (restated)		6.7
	Non-current (restated)		59.2
	Balance at 1 April 2023 (restated)		65.9
	Modifications to lease liabilities		0.3
	Disposal of lease liabilities		(2.0)
	Repayment of lease liabilities (including interest element)		(6.6)
	Interest expense related to lease liabilities		2.0
	Balance at 31 March 2024 (restated)		59.6
	Current (restated)		6.6
	Non-current (restated)		53.0
	Balance at 1 April 2024 (restated)		59.6
	Additions to lease liabilities		5.0
	Disposals of lease liabilities		(0.8)
	Repayment of lease liabilities (including interest element)		(8.5)
	Interest expense related to lease liabilities		2.1
	Balance at 31 March 2025		57.4
	Current		6.0
	Non-current		51.4

Extension and termination options

Extension and termination options are included in a number of property and equipment leases across the Group. These are used to maximise operational flexibility in terms of managing the assets used in the Group’s operations. The majority of extension and termination options held are exercisable only by the Group and not by the respective lessor.

Impairment assessment

Management has completed an impairment review of the Group’s estate, using each retail store as a cash generating unit. Recoverable amounts for cash generating units are the higher of fair value less costs of disposal, and value in use.

18. Intangible assets

Work in progress	IT projects	Total
£m	£m	£m
Cost and net book value
At 1 April 2023	0.6	3.1
Additions	1.1	0.1
Transfers	(1.6)	1.6
Disposals	(0.1)	–
Amortisation charge	–	(1.1)
At 31 March 2024	–	3.7
Additions	0.5	–
Transfers	(0.3)	0.3
Amortisation charge	–	(1.2)
At 31 March 2025	0.2	2.8

The amortisation charge of £1.2m (FY24: £1.1m) has been recorded in operating expenses. The intangible assets balance comprises capitalised employee and third party costs incurred in relation to new system development and internally generated new application programming interfaces between platforms used by the Group.

17. Leases continued

(c) The Group’s leasing activities and how these are accounted for

The Group leases various offices, stores and preparation centres. Rental contracts are typically made for fixed periods of three to 20 years, but may have extension options. Lease terms are negotiated on an individual basis and contain a range of different terms and conditions. The lease agreements do not impose any covenants other than the security interests in the leased assets that are held by the lessor. Leased assets may not be used as security for borrowing purposes. Where leases contain options to break, the Group has assumed that these are exercised, unless there is reasonable certainty that the lease will be extended, and therefore the assumed duration for the liability is to the break point. Similarly, for any extension options, these have not been assumed to be utilised unless there is reasonable certainty. Leases are recognised as a right-of-use asset and a corresponding liability at the date at which the leased asset is available for use by the Group. Lease payments to be made under reasonably certain extension options are also included in the measurement of the liability. The lease payments are discounted using the interest rate implicit in the lease. If that rate cannot be readily determined, which is generally the case for leases in the Group, the lessee’s incremental borrowing rate is used, being the rate that the individual lessee would have to pay to borrow the funds necessary to obtain an asset of similar value to the right-of-use asset in a similar economic environment with similar terms, security and conditions. To determine the incremental borrowing rate, the Group: • where possible, uses recent third party financing received by the individual lessee as a starting point, adjusted to reflect changes in financing conditions since third party financing was received; • uses a build up approach that starts with a risk-free interest rate adjusted for credit risk for leases held by the Group, which does not have recent third party financing; and • makes adjustments specific to the lease where relevant. Lease payments are allocated between principal and finance cost. The finance cost is charged to profit or loss over the lease period so as to produce a constant periodic rate of interest on the remaining balance of the liability for each period. Right-of-use assets are depreciated over the shorter of the asset’s useful life and the lease term on a straight line basis. There have been no lease payment breaks during the year.

21. Assets classified as held for sale

£m	2025	2024
Land and buildings	–	2.4
Plant and machinery	–	0.2
	–	2.6

No assets held for sale in FY25 (FY24: the piece of land held by the Group in Paisley, Scotland and the remaining home delivery trucks to be sold following the restructuring during FY24).# Motorpoint Group Plc Annual Report and Accounts 2025

Strategic Report

Governance

Financial Statements

Notes to the consolidated financial statements continued

22. Trade and other receivables

	2025	2024
£m	£m	£m
Trade receivables 1	5.9	9.7
Prepayments	2.5	4.6
Accrued income 2	5.0	4.9
	13.4	19.2

Trade receivables are non interest bearing and generally have a term of less than seven days. Due to their short maturities, the fair value of current trade and other receivables approximates to their book value. Trade receivables represent amounts due from financial institutions on the financed element of vehicle sales to customers. The maximum exposure to credit risk is the carrying amount. The Group has no provisions against trade receivables (FY24: £Nil).
Accrued income relates to commissions earned from finance companies. None of the Group’s trade receivables or other receivables were past due date or impaired (FY24: £Nil). Trade and other receivables are valued at their book value which is equivalent to fair value and all are in sterling.

23. Cash and cash equivalents

	2025	2024
£m	£m	£m
Cash at bank and in hand	6.6	9.2

19. Deferred tax assets / (liabilities)

The movement in deferred taxation assets and liabilities during the year, without taking into consideration the offsetting of balances within the same tax jurisdiction, is as follows:

	Accelerated capital allowances	Other timing differences	Total
£m	£m	£m	£m
At 1 April 2023	(0.2)	–	(0.2)
Credited to statement of comprehensive income	1.7	–	1.7
Charged to equity	–	(0.1)	(0.1)
At 31 March 2024	1.5	(0.1)	1.4
Charged to statement of comprehensive income	(0.2)	–	(0.2)
Credited to equity	–	0.1	0.1
At 31 March 2025	1.3	–	1.3

Deferred tax of £Nil (FY24: £Nil) is expected to be recovered or settled within 12 months from the reporting date. There are no unrecognised deferred tax assets (FY24: None). An increase in the UK corporation rate from 19% to 25% (effective 1 April 2023) was substantively enacted on 24 May 2021. As at the balance sheet date of 31 March 2025 the deferred tax asset has been calculated based on 25%, reflecting the expected timing of reversal of the related temporary differences (FY24: 25%).

20. Inventories

	2025	2024
£m	£m	£m
Finished goods:
New and used vehicles for resale	151.4	102.4

The replacement cost of inventories is not considered to be materially different from the above values. Provisions against inventory total £1.3m (FY24: £2.1m). Write down of inventories recognised as an expense in the period totalled £8.7m (FY24: £14.7m). Inventory with a carrying value of £122.4m (FY24: £74.5m) has been pledged as security for the stocking finance facilities where funding has been drawn down on that inventory.

25. Trade and other payables: Amounts due within one year

	2025	2024
£m	£m	£m
Trade payables – Trade creditors	15.3	13.1
– Stocking finance facilities 1	122.4	74.5
Other taxes and social security – VAT payable	1.9	1.4
– PAYE/NI payable	0.8	0.9
Other creditors	0.4	0.1
Accruals and deferred income 2	14.4	17.1
	155.2	107.1

Stocking finance facilities are provided from Black Horse Limited and Lombard North Central Plc. At 31 March 2025 the Group had £165.0m (split between £90.0m Black Horse Ltd and £75.0m Lombard North Central Plc) (FY24: £150.0m split £75.0m Black Horse Ltd and £75.0m Lombard North Central Plc) of stocking finance facilities of which £122.4m (FY24: £74.5m) was drawn. The stocking finance facility with Black Horse Limited was renegotiated in May 2019 and all borrowings are secured against the vehicle which the stocking finance facility is drawn down against. During FY25 it was increased by £15.0m to £90.0m. The facility bears interest at the rate of 1.25% over the Bank of England (“BoE”) base rate. The stocking finance facility with Lombard North Central Plc was negotiated in March 2019 and all borrowings are secured against the vehicle which the stocking finance facility is drawn down against. The facility bears interest at the rate of 1.35% over the Bank of England (“BoE”) base rate. Interest expense in the year of £6.9m (FY24: £7.1m) has been recognised as a finance cost.
Included within accruals and deferred income is £0.1m (FY24: £0.1m) in relation to vehicles invoiced not collected at the reporting date and £3.0m (FY24: £3.0m) of commissions received in advance. Also included within accruals and deferred income is £1.4m (FY24: £1.1m) relating to refund liabilities and £1.0m (FY24: £1.1m) relating to finance commission clawbacks. Other than the stocking finance facilities payable, trade and other payables are all non interest bearing. Due to their short maturities, the fair value of current liabilities approximates to their book value and all are in sterling.

24. Borrowings

During the year the Company renegotiated the terms of one of its stocking facilities, increasing available headroom from £150.0m to £165.0m. As at the reporting date £Nil of the revolving credit facility (FY24: £Nil) and £Nil of the overdraft (FY24: £Nil) was drawn down. The terms of the revolving credit facility and overdraft require a full repayment for a period of at least one day or more in each financial year and half year with no less than one month between repayments. The finance charge for utilising the revolving credit facility was dependent on the Group’s borrowing ratios as well as the base rate of interest in effect. During the year ended 31 March 2025 interest was charged at 7.0% (FY24: 6.0%) per annum. The interest charged for the year of £0.4m (FY24: £0.7m) has been expensed as a finance cost.

Net debt reconciliation

	Leases	Sub total	Total Borrowings	Cash	Net debt
£m	£m	£m	£m	£m	£m
(restated)		(restated)	(restated)		(restated)
Net debt as at 1 April 2023	–	(65.9)	(65.9)	5.6	(60.3)
Financing cash flows	–	4.6	4.6	3.6	8.2
Modifications to leases	–	(0.3)	(0.3)	–	(0.3)
Lease disposals	–	2.0	2.0	–	2.0
Other changes
Interest expense	(7.8)	(2.0)	(9.8)	–	(9.8)
Interest payments (presented as operating cash flows)	7.8	2.0	9.8	–	9.8
Net debt as at 31 March 2024 (restated)	–	(59.6)	(59.6)	9.2	(50.4)
Financing cash flows	–	6.4	6.4	(2.6)	3.8
New leases	–	(5.0)	(5.0)	–	(5.0)
Lease disposals	–	0.8	0.8	–	0.8
Other changes
Interest expense	(7.3)	(2.1)	(9.4)	–	(9.4)
Interest payments (presented as operating cash flows)	7.3	2.1	9.4	–	9.4
Net debt as at 31 March 2025	–	(57.4)	(57.4)	6.6	(50.8)

27. Financial instruments and risk management

The principal financial liabilities comprise inventory finance facilities, borrowings, and trade and other payables. The main purpose of these financial liabilities is to provide working capital funding for the Group. The main risks arising from financial liabilities are discussed further below. The principal financial assets comprise trade and other receivables, and cash at bank and in hand. The maximum exposure at the balance sheet date is the carrying value of the financial assets as disclosed in this note.

(a) Credit risk

The Group trades predominantly with retail customers. Sales to such customers are for cash and/or part exchange, often with finance provided by a selected panel of financial institutions. The majority of the Group’s sales are thus for cash or the remittances of funds from financial institutions, which is achieved in a short period after the sale. As such the Group does not consider that it is exposed to credit risk from retail customers. The same is true for wholesale transactions, as dealers are required to pay for the vehicle before collection. Receivable balances are monitored on an ongoing basis with the result that the Group’s exposure to bad debts is not considered to be significant. The maximum exposure is the carrying value amount as disclosed in this note. There is no significant concentration of credit risk within the Group. As a consequence, the Directors are satisfied that the Group’s exposure to credit risk is acceptable. With respect to credit risk arising from other financial assets of the Group, which comprise cash and cash equivalents, the Group’s exposure to credit risk arises from the default of counterparties, with a maximum exposure equal to the carrying amount of these instruments. Default is defined as the risk of financial loss to the Group if a customer or counterparty to a financial instrument fails to meet its contractual obligations. Counterparty credit risk is managed through the monitoring and active management of counterparty balances.

(b) Foreign exchange risk

The Group is not exposed to a significant foreign exchange risk. In FY25 and FY24 there were no purchases of inventory from the EU, or other overseas countries and no hedging contracts were entered into. At 31 March 2025 if sterling had weakened/strengthened by 10% against the Euro, with all other variables held constant, the recalculated post tax profit for the year would therefore have been unchanged (FY24: unchanged) as a result of foreign exchange losses/gains on the translation of euro-denominated trade payables.

26.# Provisions

2025 £m

Current	Non-current	Total
–	2.1	2.1

2024 £m

Current	Non-current	Total
–	2.5	2.5

	Make good provision¹	Onerous lease²	Total	Make good provision¹	Onerous lease²	Total
Movements in each class of provision during the financial year are set out below:
2025 £m				2024 £m
Carrying amount at start of year	2.5	0.1	2.6	2.5	0.1	2.6
Charged to statement of comprehensive income – additional provisions recognised	0.1	–	0.1	–	–	–
unwinding of discount	–	–	–	–	–	–
Amounts used during the year	(0.5)	(0.1)	(0.6)	–	–	–
Carrying amount at end of year	2.1	–	2.1	2.5	0.1	2.6

¹ Make good provision
The Group is required to restore the leased premises of its locations to their original condition at the end of the respective lease terms. A provision has been recognised for the present value of the estimated expenditure required to remove any leasehold improvements. These costs have been capitalised as part of the cost of right-of-use assets and are amortised over the shorter of the term of the lease and the useful life of the assets. The timing of the cash outflow relating to the make good provision is in line with the life of the relevant lease. The remaining term on existing leases ranges from two to 13 years with a weighted average of nine years. There is judgement associated with the potential cost of remediation of each property and estimated provisions have been based on the past experiences of the Group.

² Onerous leases
The Group operates across a number of locations and if there is clear indication that a property will no longer be used for its intended operation, a provision may be required based on an estimate of potential liabilities for periods of lease where the property will not be used at the end of the reporting period, to unwind over the remaining term of the lease. The onerous lease has been disposed of in the current period.

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Financial Statements

Notes to the consolidated financial statements continued

Between 180 days	Between 1 and 2 years	Between 2 and 5 years	Over 5 years	Total
2024 (restated)	(restated)	(restated)	(restated)	(restated)
£m	£m	£m	£m	£m
Stocking finance facilities	74.5	–	–	–
Trade creditors and accruals	27.1	–	–	–
Other creditors	0.1	–	–	–
Lease liabilities (restated)	3.7	3.8	7.4	21.8
Total	105.4	3.8	7.4	21.8

(d) Capital market risk

The Group is subject to capital market risk, primarily in relation to changes in interest rates. The Group’s interest bearing financial liabilities are analysed as follows:

	Floating	Fixed	Total		Floating	Fixed	Total
	£m	£m	£m		£m	£m	£m
2025	122.4	-	122.4	2024	74.5	-	74.5
Sterling denominated	122.4	-	122.4	Total	74.5	-	74.5

At 31 March 2025 and 2024 the floating rate financial liabilities comprise stocking finance facilities that bear interest at rates based on Finance House Base Rate and a revolving credit facility which bears interest based on the Bank of England (“BoE”) rate.

The following table demonstrates the sensitivity to a reasonably possible change in interest rates, with all other variables held constant, to the Group’s results before tax. The Group’s equity would be impacted by this amount less tax at the prevailing rate.

Increase/ decrease in basis points	2025 £m	2024 £m
Sterling +50	(0.6)	(0.4)
Sterling -50	0.6	0.4

27. Financial instruments and risk management continued

(c) Funding and liquidity risk

The funding arrangements of the Group at the balance sheet date consisted primarily of the stocking finance facilities, trade and other payables, as well as an unsecured loan facility provided by Santander UK PLC, split between £6.0m available as an uncommitted overdraft and £14.0m available as a revolving credit facility. Further information regarding these arrangements is included in note 24.

The Group monitors its risk to a shortage of funds using a long term business plan that considers the maturity of all of its financial liabilities and the projected cash flows from operations. The Group aims to have sufficient committed borrowing facilities and operating cash flows to cover its core long term requirements.

The maturity table that follows details the contractual, undiscounted cash flows (both principal and interest) for the Group’s non derivative financial liabilities into relevant maturity groupings based on the remaining period at the balance sheet date to the contractual maturity date. Interest payments have been calculated using the BoE rates at the period end, except where rates had already been contracted.

	Between 180 days and 1 year	Between 1 and 2 years	Between 2 and 5 years	Over 5 years	Total
2025 £m	£m	£m	£m	£m	£m
Stocking finance facilities	122.4	–	–	–	–
Trade creditors and accruals	26.6	–	–	–	–
Other creditors	0.4	–	–	–	–
Lease liabilities	3.8	3.9	7.6	22.2	31.7
Total	153.2	3.9	7.6	22.2	31.7

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Governance

Financial Statements

Notes to the consolidated financial statements continued

In December 2024, the reported net worth covenant was increased from £20.0m to £25.0m, and in March 2025 was reduced back to £20.0m. The Group has complied with these covenants as applicable throughout the reporting period. As at 31 March 2025, they were 39:1, 0:1, £26.9m and 2.36:1 respectively (FY24: 16:1, 0:1, £31.1m and 1.56:1).

(f) Fair value estimation

The Group has no financial assets or liabilities carried at fair value.

(g) Financial instruments by category

The Group’s financial assets are all measured at amortised cost.

Carrying value	2025 £m
Trade receivables	5.9
Accrued income	5.0
Cash and cash equivalents	6.6
Total	17.5

Carrying value	2024 £m
Trade receivables	9.7
Accrued income	4.9
Cash and cash equivalents	9.2
Total	23.8

27. Financial instruments and risk management continued

(e) Capital management

The Group’s objective when managing capital is to ensure adequate working capital for all operating activities and liquidity, including a comfortable headroom to take advantage of shorter term opportunities, or to weather short term shocks. Secondly the Group aims to operate an efficient capital structure to achieve the business plan. For these purposes the Group considers capital to be shareholders’ equity, borrowings and stocking finance facilities.

Consistent with others in the industry the Group monitors capital through the following ratio: total net debt as per note 23 divided by EBITDA (see “Alternative performance measures” section).

The funding arrangements of the Group at the balance sheet date consisted primarily of the stocking finance facilities, trade and other payables, as well as an unsecured loan facility provided by Santander UK Plc, split between £6.0m available as an uncommitted overdraft and £14.0m available as a revolving credit facility. Further information regarding these arrangements is included in note 24.

There are certain covenants on the revolving credit and stocking facilities noted below in respect of the Group consolidated financial statements. The Group reviews covenant compliance on a monthly basis, both retrospectively and prospectively. As discussed more in note 2 and 4, in a stressed scenario, it is possible the Group would need to negotiate changes to the covenants but this is not considered plausible in the scenarios modelled.

At 31 March 2025 the Group had undrawn stocking finance facilities of £42.6m (FY24: £75.5m) and undrawn credit facilities of £20.0m (FY24: £20.0m) and further information can be found in note 2.

Under the terms of the major borrowing facilities, the Group is required to comply with the following financial covenants; terms are defined within the alternative performance measures section and the Glossary:
* the interest cover (EBITDA after stocking facility interest to borrowing costs, being bank interest only) should not be less than 4:1
* adjusted leverage being the total net debt to adjusted EBITDA should not exceed 3:1
* the reported net worth (net assets per the balance sheet) will not fall below the amount of £20.0m (FY24: £20.0m)
* the fixed charge cover being EBITDAR (excluding stores opened in the last two years) to fixed charges (finance charges plus rent) shall not be less than 1:1 to September 2025 and then 1.25:1 for the remainder of the term of the agreement.

Contents Generation – Page Contents Generation – Sub Page

Co ntents Generation – Section 154

Motorpoint Group Plc Annual Report and Accounts 2025

Strategic Report

Governance

Financial Statements

Notes to the consolidated financial statements continued

Fair value hierarchy

Financial instruments carried at fair value are required to be measured by reference to the following levels:
* Level 1: quoted prices in active markets for identical assets or liabilities.
* Level 2: inputs other than quoted prices included within Level 1 that are observable for the asset or liability, either directly (i.e. as prices) or indirectly (i.e. derived from prices).
* Level 3: inputs for the asset or liability that are not based on observable market data (unobservable inputs).

The Group has no financial instruments carried at fair value.

(h) Credit quality of financial assets

As disclosed in note 22 the Group has no financial assets that are past due or impaired. The Group’s financial assets represent balances due from a selected panel of financial institutions that provide finance to the Group’s retail customers and cash and cash equivalents held with banks.## 27. Financial instruments and risk management continued

(g) Financial instruments by category continued

The Group’s liabilities are classified as follows:

Other financial Liabilities	liabilities at not within the amortised cost scope of IFRS 9	Total
2025 £m	£m	£m
Borrowings	–	–
Trade creditors	15.3	15.3
Stocking finance facilities	122.4	122.4
Other taxes and social security	–	2.7
Lease liabilities	57.4	57.4
Other creditors	0.4	0.4
Accruals and deferred income	11.3	3.1
Total	206.8	5.8

Other financial Liabilities	liabilities at not within the amortised cost scope of IFRS 9	Total
2024 (restated)	£m	£m
Borrowings	–	–
Trade creditors	13.1	13.1
Stocking finance facilities	74.5	74.5
Other taxes and social security	–	2.3
Lease liabilities (restated)	59.6	59.6
Other creditors	0.1	0.1
Accruals and deferred income	14.0	3.1
Total	161.3	5.4

The Group has banking arrangements in place with Santander UK Plc and financing arrangements in place with Lloyds Bank Plc and Barclays Bank Plc, all of which have a Fitch credit rating of A+. The Group does not obtain credit ratings for its customers. Due to their short maturities the expected credit loss on financial assets is estimated at £Nil.

28. Post employment benefit obligations

The Group operates a defined contribution pension scheme. The pension cost charge for the year represents contributions payable by the Group to the scheme and is disclosed in note 9. Contributions totalling £0.1m (FY24: £0.1m) were payable to the scheme at the end of the year and are included in accruals.

29. Share capital

	2025		2024
	Number	Amount	Number	Amount
	‘000	£m	‘000	£m
Allotted, called up and fully paid ordinary shares of 1p each
Balance at the beginning of the year	89,970	0.9	90,190	0.9
Bought back and held as treasury shares during the year	–	–	(30)	–
Released from treasury awaiting cancellation	30	–	–	–
Cancelled treasury shares	(30)	–	–	–
Bought back and cancelled during the year	(3,350)	–	(190)	–
Balance at the end of the year	86,620	0.9	89,970	0.9

During the period 3,349,808 shares were purchased by the Company in accordance with the terms of its share buyback programme, as announced on 26 January 2024. All of these shares were cancelled as at 31 March 2025 as well as the 30,254 shares held in treasury as at 31 March 2024. The shares were acquired at an average price of 140.2p per share, with prices ranging from 132.0p to 144.5p. In total the 3,570,063 shares bought back and cancelled represent 4.0% of the issued ordinary shares, at a purchase cost of £5.0m (FY24: 190,001 shares at a cost of £0.3m). Shares are held on behalf of employees within the Employee Benefit Trust (EBT) detailed in note 32. The Group does not have a limited amount of authorised capital.

30. Capital redemption reserve

The capital redemption reserve represents the purchase by the Group of its own shares and comprises the amount by which distributable profits were reduced on these transactions in accordance with s733 of the Companies Act 2006. £Nil (FY24: £Nil) was transferred into the capital redemption reserve during the year in respect of shares purchased by the Group and subsequently cancelled.

31. Capital reorganisation reserve

The capital reorganisation reserve represents the capital reduction in the nominal value of shares in Motorpoint Group Limited (re-registered as Motorpoint Group Plc on 10 May 2016) from £1 to 1p.

32. Employee Benefit Trust (EBT) reserve

The EBT has an independent trustee and has been set up to satisfy awards which are exercised in accordance with the terms of the various share-based schemes detailed in note 34. At 31 March 2025 the EBT held 4,284,253 (FY24: 1,618,010) ordinary shares of 1p each in the Group, purchased at a market cost of £8.5m (FY24: £5.1m). Details of outstanding share awards and options are shown in note 34. The consideration paid for the ordinary shares of 1p each in the Group held by the EBT at 31 March 2025 and 31 March 2024 has been shown as an EBT reserve and presented within equity for the Group. All other assets, liabilities, income and costs of the EBT have been incorporated into the accounts of the Group. The table below shows the movements in equity from EBT transactions during the year:

	2025		2024
	Number	£m	Number	£m
Shares purchased by the EBT in the year	2,792,000	3.8	–	–
Shares issued in respect of employee share schemes	(125,757)	(0.4)	(68,297)	(0.2)

Proceeds of £0.2m (FY24: £Nil) were received on the exercise of share-based payments. The weighted average cost of shares issued by the EBT was £0.4m (FY24: £0.2m). Subsequent to the year end employee share options over Nil (FY24: Nil) shares had been exercised and had been satisfied by ordinary shares issued by the EBT.

33. Other commitments

Capital commitments

The Group had capital commitments of £Nil at 31 March 2025 (FY24: £Nil).

34. Share-based compensation

Share options are granted to senior executives and other individuals throughout the organisation. The Group currently operates three share schemes and these are the Performance Share Plan (’PSP’), the Share Incentive Plan (‘SIP’) and the Save As You Earn (‘SAYE’) schemes. During FY21 the Restricted Shares Awards scheme (‘RSA’) was introduced, which operates under the rules of the PSP scheme.

The total expense recognised immediately in profit and loss arising from equity-settled share- based payment transactions in the year relating to the three schemes including associated national insurance (‘NI’) charges was £1.0m (FY24: £1.0m). NI is being accrued, where applicable, at a rate of 15.0% (FY24: 13.8%) which management expects to be the prevailing rate when the awards are exercised, based on the share price at the reporting date. NI for the year ended 31 March 2025 relating to all awards was a charge of £Nil (FY24: £Nil).

Share Incentive Plan (‘SIP’)

The Group operated a SIP under which an award was made available to all eligible employees following admission to the London Stock Exchange in May 2016.

Performance Share Plan (‘PSP’)

The Group operates a Performance Share Plan for Executive Directors and certain key senior managers.

Restricted Share Award (‘RSA’)

Restricted shares differ from performance shares in a way that the grant level is scaled back, but the vesting of the shares is not subject to specific future conditions (other than a performance underpin).

SAYE scheme

The Group operates a SAYE scheme for all employees under which employees are invited to subscribe for options over the Company’s shares at an exercise price representing a 10% discount to the closing mid-market price the day before the invitation date.

Performance Plan	Grant date	Vesting date	Lapse date	Settlement type	Number of shares granted	Fair value at grant date £	Exercise price £	criteria
SIP	27-Jun-16	27-Jun-19	N/A	equity-settled	194,023	1.877	Nil	No
SIP	22-Dec-17	22-Dec-20	N/A	cash-settled	118,716	1.877	Nil	No
FY21 RSA (A)	24-Aug-20	24-Aug-23	24-Aug-30	equity-settled	199,333	2.480	Nil	Yes
FY21 RSA (B)	24-Aug-20	24-Aug-23	24-Aug-30	equity-settled	37,877	2.480	Nil	Yes
FY21 RSA (C)	24-Aug-20	24-Aug-24	24-Aug-30	equity-settled	18,938	2.447	Nil	Yes
FY21 RSA (D)	24-Aug-20	24-Aug-25	24-Aug-30	equity-settled	18,938	2.336	Nil	Yes
FY22 RSA (A)	16-Jun-21	16-Jun-24	16-Jun-31	equity-settled	297,013	1.907	Nil	Yes
FY22 RSA (B)	16-Jun-21	16-Jun-24	16-Jun-31	equity-settled	82,589	1.907	Nil	Yes
FY22 RSA (C)	16-Jun-21	16-Jun-25	16-Jun-31	equity-settled	41,295	1.688	Nil	Yes
FY22 RSA (D)	16-Jun-21	16-Jun-26	16-Jun-31	equity-settled	41,295	1.494	Nil	Yes
FY23 RSA (A)	22-Jun-22	22-Jun-25	22-Jun-32	equity-settled	442,424	1.442	Nil	Yes
FY23 RSA (B)	22-Jun-22	22-Jun-25	22-Jun-32	equity-settled	111,055	1.442	Nil	Yes
FY23 RSA (C)	22-Jun-22	22-Jun-26	22-Jun-32	equity-settled	55,527	1.272	Nil	Yes
FY23 RSA (D)	22-Jun-22	22-Jun-27	22-Jun-32	equity-settled	55,527	1.121	Nil	Yes
FY24 RSA (A)	27-Jun-23	27-Jun-26	27-Jun-33	equity-settled	707,344	0.733	Nil	Yes
FY24 RSA (B)	27-Jun-23	27-Jun-26	27-Jun-33	equity-settled	185,147	0.733	Nil	Yes
FY24 RSA (C)	27-Jun-23	27-Jun-27	27-Jun-33	equity-settled	92,574	0.659	Nil	Yes
FY24 RSA (D)	27-Jun-23	27-Jun-28	27-Jun-33	equity-settled	92,574	0.593	Nil	Yes
FY25 RSA (A)	26-Jun-24	26-Jun-27	26-Jun-34	equity-settled	684,979	0.978	Nil	Yes
FY25 RSA (B)	26-Jun-24	26-Jun-27	26-Jun-34	equity-settled	169,731	0.978	Nil	Yes
FY25 RSA (C)	26-Jun-24	26-Jun-28	26-Jun-34	equity-settled	84,866	0.858	Nil	Yes
FY25 RSA (D)	26-Jun-24	26-Jun-29	26-Jun-34	equity-settled	84,866	0.753	Nil	Yes
SAYE21	23-Dec-20	1-Feb-24	1-Aug-24	equity-settled	259,001	0.940	2.77	No
SAYE22	20-Dec-21	1-Feb-25	1-Aug-25	equity-settled	403,215	1.024	2.76	No
SAYE23	22-Dec-22	1-Feb-26	1-Aug-26	equity-settled	454,600	0.280	1.39	No
SAYE24	22-Dec-23	1-Feb-27	1-Aug-27	equity-settled	1,335,935	0.150	0.69	No
SAYE25	20-Dec-24	1-Feb-28	1-Aug-28	equity-settled	1,112,494	0.254	1.18	No
					7,381,876

The current assumption of non vesting conditions reduces the fair value to zero at the balance sheet date.
2.# Motorpoint Group Plc Annual Report and Accounts 2025

Strategic Report

Governance

Financial Statements

Notes to the consolidated financial statements continued

34. Share-based compensation continued

The fair value at grant date as disclosed above is prior to applying an assumption for the number of shares not expected to vest due to participants leaving the scheme.

	SAYE		SIP		PSP		RSA
	FY25	FY24	FY25	FY24	FY25	FY24	FY25	FY24	FY25	FY24
	Weighted	Weighted							£	£
	average	average	Number	Number	Number	Number	Number	Number	options	options
	exercise	exercise	of	of	of	of	of	of
	price	price	options	options	options	options	options	options
Outstanding at 1 April FY	0.27	0.52	13,191	15,159	1,440,453	739,218	412,022	429,182	2,409,859	1,212,467
Awarded	–	–	–	–	1,112,494	1,335,935	–	–	1,032,690	1,307,766
Forfeited	–	–	–	–	(278,392)	(519,836)	–	–	(244,183)	(78,773)
Lapsed	–	–	–	–	(34,919)	(114,864)	(412,022)	–	(295,522)	–
Exercised	(984)	(1,968)	–	–	–	–	(17,160)	(113,661)	(31,601)	–
Outstanding at 31 March FY	0.42	0.27	12,207	13,191	2,239,636	1,440,453	–	412,022	2,789,183	2,409,859
Exercisable at 31 March FY	0.37	0.62	12,207	13,191	38,010	29,074	–	–	231,641	86,755

The option pricing model used by the entity to value the shares in the period in which they were launched is the Black-Scholes model. The range of exercise prices of share options outstanding at the end of the period for SAYE plans is between £0.69 and £2.76 (FY24: £0.69 and £2.77). The exercise price for PSP and RSA share awards is £Nil (FY24: £Nil).

The assumptions used in the measurement of the fair value at grant dates of the respective share schemes are as follows.

	SAYE 20 December 2024	SAYE 22 December 2023	RSA 26 June 2024	RSA 27 June 2023
Share price	£1.34	£1.03	£1.43	£1.01
Expected volatility	35.7%	37.8%	36.4% - 40.5%	38.9% - 41.6%
Risk free rate	3.0%	3.0%	3.0% - 5.0%	3.0% - 5.0%
Non vesting condition Dividend yield	4.4%	4.1%	4.1%	5.1%
Fair value at grant date per option £	1.63	1.63	2.00 - 2.21	2.00 - 2.21
			27.1% - 41.0%	27.1% - 41.0%
Option life	38.6	65.7	0.97 - 0.75	0.73 - 0.59
	0.25	0.15

The maximum subscription offered for SAYE is £5,400 (equivalent to £150 per month over the 36 month saving period). (FY24: £3,600 equivalent to £100 per month over the 36 month saving period). Contributions from salary are made into a savings account and on maturity participants can exercise their option to buy shares at the discounted rate with their saved contributions or have the funds returned to them. Expected volatility is estimated by considering historic average share price volatility of Motorpoint Group Plc share price at the grant date. The requirement that an employee has to save in order to purchase shares under the SAYE is a non vesting condition. This feature has been incorporated into the fair value at grant date by applying a discount to the valuation obtained from the Black-Scholes pricing model.

	FY25 SAYE	FY24 SAYE	FY23 SAYE	FY22 SAYE	FY21 SAYE
	Option	Option	Option	Option	Option
	exercise	exercise	exercise	exercise	exercise
	price	price	price	price	price
	Number	£	Number	£	Number
Outstanding at 1 April 2024	–	–	1,269,810	0.69	93,714
Awarded	1,112,494	1.18	–	–	–
Forfeited	(79,113)	–	(174,182)	–	(21,097)
Vested / early exercise	–	–	–	–	–
Outstanding at 31 March 2025	1,033,381	–	1,095,628	–	72,617

The total charge in the year, included in administrative expenses, in relation to these awards was £0.1m (FY24: £0.2m). The weighted average remaining contractual life of the outstanding share options based on the relevant vesting date as at the year end is 1.8 years (FY24: 1.5 years).

35. Transactions and balances with related parties

There were no transactions with related parties other than Directors and key management. Their remuneration including share-based payment as detailed in note 10 to the financial statements and their beneficiary owned shares are detailed in the Remuneration Committee report on page 105.

36. Contingent liabilities

Following the FCA Motor Market Review in March 2019, the FCA issued a policy statement in July 2020 prohibiting the use of discretionary commission models from 28 January 2021, which the Group adhered to. The Group continues to believe that its historical practices were compliant with the law and regulations in place at that time. On 11 January 2024, the Financial Conduct Authority (FCA) announced a section 166 review of historical motor finance commission arrangements and sales, and planned at that time to communicate a decision on next steps in the second half of 2024 based on the evidence collated in the review. The FCA indicated that such steps could include establishing an industry-wide consumer redress scheme and/or applying to the Financial Markets Test Case Scheme, to help resolve any contested legal issues of general importance. Subsequently, on 25 October 2024, the Court of Appeal’s judgment in Hopcraft v Close Brothers Ltd, Johnson v Firstrand Bank Ltd, and Wrench v Firstrand Bank Ltd stated that a broker could not lawfully receive a commission from a lender without the customer’s fully informed consent to the payment. The FCA has now extended the time period of its review into 2025. Since the ruling on 25 October, the Group altered its selling processes to comply with new requirements from its lenders, which includes upfront full commission disclosure. The Supreme Court reviewed the judgements in April 2025 and their outcome is awaited. The Group is not directly involved in the selling of finance products to consumers; instead refers consumers to third parties who administer and are responsible for the finance product themselves. As a result, the Directors do not consider that provisions are required to be made in respect of any exposures in this area.

37. Prior year restatement

Right-of-use assets and lease liabilities

The financial statements as at 1 April 2023 and for the year ended 31 March 2024, have been restated to reflect the impact of a misstatement in the previous years’ financial statements. Specifically, the restatement corrects an understatement of right-of-use assets and lease liabilities for the periods mentioned. As a result, both right-of-use assets and lease liabilities have increased by £2.3m in the year ended 31 March 2023 and have increased by a further £0.3m in the year ended 31 March 2024. The increase in right-of-use assets and lease liabilities relate to rent reviews which took place in the period of restatement. The variance arose this year with the receipt of back dated rent invoices in FY25 and late in FY24 in relation to prior rent reviews. Whilst there is a misstatement in the statement of financial position, the statement of comprehensive income and net reserves was materially correct in both of the previous accounting periods, and as such, no restatement is required to the statement of comprehensive income.

	As at 31 March 2024 (as previously reported)	Total adjustments	As at 31 March 2024 (restated)
Consolidated statement of financial position (extract)
£m	£m	£m	£m
Right-of-use assets	50.5	2.6	53.1
Total assets	197.8	2.6	200.4
Lease liabilities (current)	(4.0)	(2.6)	(6.6)
Lease liabilities (non-current)	(53.0)	–	(53.0)
Total liabilities	(166.7)	(2.6)	(169.3)
Net assets	31.1	–	31.1

	Undiscounted cash flows (Note 27)	Between 180 days and 1 year	Between 1 and 2 years	Between 2 and 5 years	Over 5 years	Total
2024	£m	£m	£m	£m	£m	£m
Lease liabilities as at 31 March 2024	3.5	3.6	7.2	21.0	36.1	71.4
Total adjustments	0.2	0.2	0.2	0.8	1.2	2.6
Lease liabilities as at 1 April 2024 (restated)	3.7	3.8	7.4	21.8	37.3	74.0
Total undiscounted cash flows (restated)	105.4	3.8	7.4	21.8	37.3	175.7

38. Post balance sheet events

On 3 April 2025, the Group announced that a share buyback programme would commence to repurchase up to 3 million ordinary shares of 1 pence each, with an aggregate purchase price of no more than approximately £4.0m. Arrangements relating to the unsecured loan facility provided by Santander UK Plc (£20.0m split between £6.0m available as an uncommitted overdraft and £14.0m available as a revolving credit facility) were extended in May 2025 to June 2027 (previously June 2026), with the option to extend for a further one year period if agreed by both parties.# Motorpoint Group Plc Annual Report and Accounts 2025

Strategic Report

Governance

Financial Statements

Note 2025 £m 2024 £m

ASSETS

Fixed assets

Investments 3 104.3 103.3
Total fixed assets 104.3 103.3

TOTAL ASSETS 104.3 103.3

LIABILITIES

Current liabilities

Creditors: amounts falling due within one year 4 (62.2) (53.1)
Total current liabilities (62.2) (53.1)
Net current liabilities (62.2) (53.1)

TOTAL LIABILITIES (62.2) (53.1)

NET ASSETS 42.1 50.2

EQUITY

Called up share capital 6 0.9 0.9
Capital redemption reserve 7 0.1 0.1
EBT Reserve (8.5) (5.1)
Retained earnings
At 1 April 2024 and 2023 respectively 54.3 53.5
(Loss) / profit for the year (0.6) 0.3
Share-based payments 1.0 1.0
Buyback and cancellation of shares (4.7) (0.3)
Share-based compensation options satisfied through the EBT (0.4) (0.2)
49.6 54.3

TOTAL EQUITY 42.1 50.2

The notes on pages 163 to 166 are an integral part of these financial statements.
As permitted by section 408 of the Companies Act 2006, the Company statement of profit or loss has not been included in these financial statements. The Company made a loss after tax of £0.6m (FY24: £0.3m profit).
The financial statements on pages 161 and 162 were approved by the Board of Directors on 12June 2025 and were signed on its behalf by:

Mark Carpenter
Chief Executive Officer

Chris Morgan
Chief Financial Officer

Motorpoint Group Plc
Registered number 10119755

Company balance sheet

As at 31 March 2025

	Called up share capital £m	Capital redemption reserve £m	EBT reserve £m	Retained earnings £m	Total equity £m
At 1 April 2023	0.9	0.1	(5.3)	53.5	49.2
Profit for the year	–	–	–	0.3	0.3
Transactions with owners in their capacity as owners:
Share-based payments	–	–	–	1.0	1.0
Buyback and cancellation of shares	–	–	–	(0.3)	(0.3)
EBT share purchases and commitments	–	–	–	–	–
Share-based compensation options satisfied through the EBT	–	–	(0.2)	(0.2)	–
	–	–	0.2	0.5	0.7
At 31 March 2024	0.9	0.1	(5.1)	54.3	50.2
Loss for the year	–	–	–	(0.6)	(0.6)
Transactions with owners in their capacity as owners:
Share-based payments	–	–	–	1.0	1.0
Buyback and cancellation of shares	–	–	–	(4.7)	(4.7)
EBT share purchases and commitments	–	–	(3.8)	–	(3.8)
Share-based compensation options satisfied through the EBT	–	–	0.4	(0.4)	–
	–	–	(3.4)	(4.1)	(7.5)
Balance at 31 March 2025	0.9	0.1	(8.5)	49.6	42.1

Company statement of changes in equity

For the year ended 31 March 2025

1. Summary of significant accounting policies

(a) Basis of preparation
These Company financial statements for the year ended 31 March 2025 have been prepared in accordance with United Kingdom accounting standards including Financial Reporting Standard 102, The Financial Reporting Standard applicable in the United Kingdom and Republic of Ireland (“FRS 102”) and the Companies Act 2006. These financial statements are prepared on a going concern basis, under the historical cost convention. The accounting policies have been consistently applied to all the years presented, unless otherwise stated. The Directors have performed the going concern review at a Group wide level reflecting that the Company is intrinsically embedded to the activities and financing of the wider Group. The Company is in a net current liability position; however as Motorpoint Limited is a wholly owned subsidiary of the Company, those outstanding balances will not be settled unless the Company has the means to repay. For further details of the going concern status of the Group see pages 113 to 115. The Company financial statements have been prepared in sterling which is the functional and presentational currency of the Company. As permitted under section 408 of the Companies Act 2006 an entity profit and loss is not included as part of the published consolidated financial statements of Motorpoint Group Plc.

(b) Critical accounting judgements
The preparation of the financial statements requires management to exercise its judgement in the process of applying the Group and Company accounting policies. There are no critical estimates or judgements specific to the Company.

(c) Investment in subsidiaries
Investments in subsidiaries are held at cost, less any provision for impairment. Annually, the Directors consider whether any events or circumstances have occurred that could indicate that the carrying amount of fixed asset investments may not be recoverable. If such circumstances do exist, a full impairment review is undertaken to establish whether the carrying amounts exceed the higher of net realisable value or value in use. If this is the case, an impairment charge is recorded to reduce the carrying value of the related investment. Where equity-settled share-based compensation is granted to the employees of subsidiary companies, the fair value of the award is treated as a capital contribution by the Company and investments in subsidiaries are adjusted to reflect this capital contribution.

(d) Dividend distribution
Dividend distribution to the Company’s shareholders is recognised as a liability in the Company’s financial statements in the period in which the dividends are approved by the Company’s shareholders.

(e) Financial instruments
The Company is applying sections 11 and 12 of FRS 102 in respect of the recognition and measurement of financial instruments. Financial assets and financial liabilities are recognised in the Company’s balance sheet when the Company becomes party to the contractual provisions of the instrument. The Company classifies financial instruments, or their component parts, on initial recognition as financial assets, financial liabilities or equity instruments according to the substance of the contractual arrangements entered into.

(f) Financial equity
An equity instrument is any contract that evidences a residual interest in the assets of the Company after deducting all of its liabilities. Equity instruments issued by the Company are recorded as the proceeds received, net of direct issue costs.

(g) Financial liabilities
Financial liabilities are classified on initial recognition as either other financial liabilities measured at amortised cost or at fair value through profit or loss.

(h) Share capital
Ordinary shares are classified as equity. Costs incurred in issuing equity are deducted from the equity instrument.

(i) Employee benefits
Share-based compensation
Equity-settled share-based compensation to employees and others providing similar services are measured at the fair value of the equity instruments at the grant date. The estimate is measured using the Black-Scholes pricing model and excludes the effect of non market based vesting conditions.

(j) Exemptions for qualifying entities under FRS 102
FRS 102 allows certain disclosure exemptions. The Company has taken the exemptions under FRS 102 paragraphs 1.12 (b), (d) and (e) from including the preparation of a cash flow statement and disclosure in relation to share-based compensation and key management compensation, since equivalent disclosures are included in the consolidated financial statements of the Group headed by Motorpoint Group Plc.

2. Employees and Directors

The Company has no employees other than Directors (FY24: none). Full details of the Directors’ remuneration and interests are set out in the Remuneration Committee report on pages 100 to 109. Details of related party transactions including those with Directors and key management remuneration including share-based payment are detailed in note 11. The shares beneficially owned by the Directors of the Company are detailed in the Remuneration Committee report on page 105.

3. Investments

	2025 £m	2024 £m
At 1 April	103.3	102.3
Share-based payment charge	1.0	1.0
At 31 March	104.3	103.3

During the year, capital contributions of £1.0m (FY24: £1.0m) were made to its subsidiaries in relation to share-based payments. Further details of the share-based payment schemes can be found within note 34 of the consolidated financial statements. Under IAS 36, the Company performs an annual assessment as to the existence of impairment indicators. Management has not identified an indicator of impairment in FY25. This has resulted in the conclusion that there is no impairment as at 31 March 2025.# Notes to the company financial statements continued

5. Financial instruments

Financial instruments utilised by the Company during the year ended 31 March 2025 may be analysed as follows:

	2025 £m	2024 £m
Financial liabilities measured at amortised cost	62.2	53.1
	62.2	53.1

Financial instruments included within current assets and liabilities (excluding cash) are generally short term in nature and accordingly their fair values approximate to their book values. The Company’s financial liabilities are repayable on demand and therefore their fair value is equal to their book value.

6. Called up share capital

The Company’s share capital and associated movements in the year are consistent with those of the Group, as detailed within note 29 of the consolidated financial statements. At 31 March 2025 the EBT held 4,284,253 (FY24: 1,618,010) ordinary shares of 1p each in the Company, purchased at a market cost of £8.5m (FY24: £5.1m). Details of outstanding share awards and options are shown in note 34 of the consolidated financial statements. The Company does not have a limited amount of authorised capital.

7. Capital redemption reserve

The capital redemption reserve represents the purchase by the Company of its own shares and comprises the amount by which distributable profits were reduced on these transactions in accordance with s733 of the Companies Act 2006. £0.0m (FY24: £0.0m) was transferred into the capital redemption reserve during the year in respect of shares purchased by the Company and subsequently cancelled.

3. Investments continued

At 31 March 2025 the Company had the following 100% owned subsidiary companies all of whom are registered in England and Wales. Motorpoint Limited is the only direct subsidiary.

Subsidiary undertaking	Registered address	Principal activity	Registered number
Motorpoint Limited	Champion House, Stephensons Way, Derby, England, DE21 6LY	Motor vehicle retail	03482801
Chartwell Leasing Limited	1 Champion House, Stephensons Way, Derby, England, DE21 6LY	Dormant	04100916
Auction 4 Cars Limited	1 Champion House, Stephensons Way, Derby, England, DE21 6LY	Dormant	09603690
Motorpoint Group Plc Employee Benefit Trust	2 12 Castle Street, Jersey, JE2 3RT	Employee benefit scheme	Not applicable

These subsidiary undertakings are entitled to exemptions under sections 476 and 480 of the Companies Act 2006 relating to dormant companies.
The EBT is consolidated in the financial statements of the Group on the basis that the Company has control as detailed in note 2 to the consolidated financial statements.

4. Creditors: amounts falling due within one year

	2025 £m	2024 £m
Amounts owed to Group undertakings	62.2	53.1
	62.2	53.1

Amounts due to Group undertakings are repayable on demand, unsecured and non-interest bearing. See note 9 for further details on borrowings.

8. Dividends

During the year no dividends were paid (FY24: £Nil). The Board has proposed a final dividend of 1 pence per share with a cash cost of £0.9m (FY24: £Nil) for the year ended 31 March 2025.

9. Borrowings

The Company’s borrowings are consistent with the loan facility provided by Santander, as detailed within note 24 of the consolidated financial statements. As at the reporting date £Nil of the revolving credit facility (FY24: £Nil) and £Nil of the overdraft (FY24: £Nil) was drawn down.

10. Commitments and contingencies

Capital commitments

The Company had £Nil capital commitments at 31 March 2025 (FY24: £Nil).

Contingencies

There are no disputes with any third parties that would result in a material liability for the Company. The Company acts as guarantor over the Group’s £165.0m (FY24: £150.0m) stocking finance facilities with Black Horse Limited and Lombard North Central Plc.

11. Related parties

During the year, a management charge of £2.1m (FY24: £1.7m) was received from Motorpoint Limited in respect of services rendered. During the year Motorpoint Limited paid interest of £0.4m (FY24: £0.6m) on behalf of the Company. On behalf of Motorpoint Group PLC, Motorpoint Limited paid Directors’ salaries and fees of £1.4m (FY24: £1.7m) during the year and has recharged this to Motorpoint Group Plc. At the year end the balance outstanding due to Motorpoint Limited totalled £62.2m (FY24: £53.1m). The Company grants share awards to employees of Motorpoint Limited as detailed in note 34 to the consolidated financial statements. As a result, a share-based payment charge of £1.0m (FY24: £1.0m) as disclosed in the Company’s statement of changes in equity with a corresponding increase in investments.

Alternative performance measures ‘APMs’

Introduction

We assess the performance of the Group using a variety of alternative performance measures that are not defined under IFRS and are therefore termed non-GAAP measures. The non-GAAP measures used are shown below. The APMs we use may not be directly comparable with similarly titled measures used by other companies. Since the Board now focus on the statutory measure of cash and cash equivalents, the previously disclosed APM of “Net cash excluding lease liabilities” has not been included in the current year.

EBITDA

The Group utilises a range of alternative performance measures (‘APMs’) to assess its performance and this document contains certain measures that are not defined or recognised under IFRS. The Group considers EBITDA to be an APM that provide meaningful, additional measure of Group performance. These measures have limitations, for example may not be comparable across companies or may exclude recurring business transactions, for example share-based payments. The Group measures its overall performance by reference to EBITDA which is a non-IFRS measure. Although we consider the APM relevant to management for assessing business performance, we recognise the inherent limitations versus other GAAP measures. However, management uses EBITDA as a measure for internal profitability as it adjusts for certain non-recurring or non-cash items, and is therefore used to develop budgets and measure performance against those budgets. While some non-cash items are recurring, management finds the exclusion of these costs from EBITDA to be meaningful given they are not entirely driven by the principal operational activity of the Group. Whilst management acknowledges they may not be used in, or comparable across all companies, they are comparable with similar firms within the motor industry. EBITDA is defined as profit before taxation and exceptional items adjusted to exclude finance expense, depreciation and amortisation.

	2025 £m	2024 £m
Profit / (loss) before taxation and exceptional items	4.1	(8.2)
Finance expense	9.4	9.7
Depreciation	9.2	8.8
Amortisation	1.2	1.1
EBITDA	23.9	11.4

EBITDA increased to £23.9m in FY25, from £11.4m in FY24. The increase in EBITDA was driven by retail volume growth and improved gross margin through the use of data and improved stock management, as well as ancillary product performance which offset the impact of lower finance commissions.# Motorpoint Group Plc Annual Report and Accounts 2025

Strategic Report

Governance

Financial Statements

Glossary

Term	Meaning
Adjusted basic Earnings per Share	Earnings attributable to equity shareholders adjusted for Exceptional Items/weighted average number of ordinary shares during the year
Adjusted EBITDA	Earnings Before Finance Expense, Tax, Depreciation and Amortisation adjusted for Exceptional Items
Adjusted diluted Earnings per Share	Earnings attributable to equity shareholders adjusted for Exceptionals/weighted average number of ordinary shares during the year adjusted for dilutive share options
Adjusted Operating Costs	Operating Expenses before Exceptionals
Adjusted Operating Profit	Operating Profit before Exceptionals
Adjusted Overheads	Operating Expenses before Exceptionals
Adjusted PBT	Profit Before Tax before Exceptionals
APM	Alternative Performance Measure
Capital Employed	Average of the opening and closing position of the year for Net Assets adjusted for related party balances and legacy EBT liability
DTR	Disclosure Guidance and Transparency Rules
EBITDA	Earnings Before Finance Expense, Tax, Depreciation and Amortisation
EBITDAR	Earnings Before Finance Expense, Tax, Depreciation, Amortisation and Rent Costs
EBT	Employee Benefit Trust
EPS	Earnings per Share
FCA	Financial Conduct Authority
FRC	Financial Reporting Council
FTE	Full Time Equivalent
GAAP	Generally Accepted Accounting Practice
GP	Gross Profit
GP/Adjusted Overheads	Gross Profit/Operating Costs before Exceptionals
HMRC	HM Revenue and Customs

Term	Meaning
IAS	International Accounting Standards
IFRS	International Financial Reporting Standards
IPO	Initial Public Offering
LIBOR	London Interbank Offered Rate
LTIP	Long Term Incentive Plan
NI	National Insurance
NPS	Net Promoter Score
OEM	Original Equipment Manufacturer
Operating Cash Conversion	Cash generated from operations/operating profit
PBT	Profit Before Tax
PCI	Payment Card Industry
PCP	Personal Contract Purchase
PSP	Performance Share Plan
PwC	PricewaterhouseCoopers LLP
ROCE	Return On Capital Employed, being Operating Profit/Capital Employed
RSA	Restricted Share Award
SAYE	Save As You Earn
SIP	Share Incentive Plan
Structural Debt	Debt excluding stock finance facilities

Shareholder information and advisors

Legal advisors

Pinsent Masons LLP
30 Crown Place
London EC2A 4ES

Registrar

MUFG Corporate Markets
Unit 10 Central Square
29 Wellington Street
Leeds LS1 4DL

Financial PR

FTI Consulting
200 Aldersgate
Aldersgate Street
London EC1A 4HD
Tel: +44 20 3727 1000

Bankers

Santander UK Plc
2 Clumber Street
Nottingham NG1 3GA

Financial calendar

22 July 2025: Annual General Meeting
Early October 2025: Half Year Trading Update
November 2025: Interim Results Announcement

Registered office

Motorpoint Group Plc
Champion House
Stephensons Way
Derby DE21 6LY
United Kingdom

Company number

10119755

Company secretary

Chris Morgan

Joint stock brokers

Deutsche Numis Securities Limited
45 Gresham Street
London EC2V 7QA

Shore Capital Stockbrokers Limited
Cassini House
57 St James’s Street
London SW1A 1LD

Share listing

MOTR.L
1 pence ordinary shares are listed on the London Stock Exchange and are the only class of shares in issue

Independent Auditor

PricewaterhouseCoopers LLP
One Chamberlain Square
Birmingham B3 3AX

Shareholder information and advisors continued

Shareholder enquiries

Our registrars will be pleased to deal with any questions regarding your shareholdings on 0333 300 1950 (calls are charged at the standard geographic rate and will vary by provider) or email [email protected]. Alternatively, you can access www.signalshares.com where you can view and manage all aspects of your shareholding securely including electronic communications, account enquiries or address amendments.

Investor relations website

The investor relations section of our website, www.motorpoint.co.uk/plc, provides further information for anyone interested in Motorpoint. In addition to the Annual Report and Accounts and share price, Company announcements including the full year results announcements are also published there.

Cautionary note regarding forward-looking statements

Certain statements made in this Report are forward-looking statements. Such statements are based on current expectations and assumptions and are subject to a number of risks and uncertainties that could cause actual events or results to differ materially from any expected future events or results expressed or implied in these forward-looking statements. They appear in a number of places throughout this Report and include statements regarding the intentions, beliefs or current expectations of the Directors concerning, amongst other things, the Group’s results of operations, financial condition, liquidity, prospects, growth, strategies and the business. Persons receiving this Report should not place undue reliance on forward-looking statements. Unless otherwise required by applicable laws, regulations or accounting standards, Motorpoint Group Plc does not undertake to update or revise any forward-looking statements, whether as a result of new information, future developments or otherwise.

Printed by a Carbon Neutral Operation (certified: CarbonQuota) under the PAS2060 standard. Printed on material from well-managed, FSC™ certified forests and other controlled sources. This publication was printed by an FSC™ certified printer that holds an ISO 14001 certification. 100% of the inks used are HP Indigo ElectroInk which complies with RoHS legislation and meets the chemical requirements of the Nordic Ecolabel (Nordic Swan) for printing companies, 95% of press chemicals are recycled for further use and, on average 99% of any waste associated with this production will be recycled and the remaining 1% used to generate energy. The paper is Carbon Balanced with World Land Trust, an international conservation charity, who oﬀset carbon emissions through the purchase and preservation of high conservation value land. Through protecting standing forests under threat of clearance, carbon is locked-in that would otherwise be released.

Motorpoint Group Plc
Champion House
Stephensons Way
Derby DE21 6LY
www.motorpoint.co.uk

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MOTORPOINT GROUP PLC — Annual Report (ESEF) 2025

Motorpoint Group Plc Annual Report and Accounts 2025

Strategic Report

01 2025 Highlights

02 At a glance

03 Investment case

04 Our business and our market

05 The Car Buyer’s Champion

06 Our customers’ journey

07 Market overview

08 How we deliver value to customers

10 Chair’s statement

12 Chief Executive’s statement

16 Key performance indicators

17 Our strategy

20 Section 172(1) statement

24 Environmental, Social and Governance (ESG)

37 Task Force on Climate related Financial Disclosures (TCFD)

48 Financial review

52 Risk management

56 Viability statement

58 Principal risks and uncertainties

67 Non financial and sustainability information statement

Governance

70 Board of Directors

72 Introduction to governance

74 Corporate governance report

77 Audit Committee report

82 Nomination Committee report

86 ESG Committee report

87 Remuneration Committee report

89 Remuneration policy

100 Annual report on remuneration

110 Directors’ report

116 Statement of Directors’ responsibilities

Financial Statements

118 Independent Auditors’ Report

127 Consolidated statement of comprehensive income

128 Consolidated balance sheet

129 Consolidated statement of changes in equity

130 Consolidated cash flow statement

131 Notes to the consolidated financial statements

161 Company balance sheet

162 Company statement of changes in equity

163 Notes to the company financial statements

167 Alternative Performance Measures (APMs)

168 Glossary

169 Shareholder information and advisors

Contents Generation – Page

Contents Generation – Sub Page

Contents Generation – Section

01 Motorpoint Group Plc Annual Report and Accounts 2025

Strategic Report

Governance

Financial Statements

Proud

Honest

Happy

Supportive

At a glance

People powered

Our vision

Omnichannel customer experience

02 Motorpoint Group Plc Annual Report and Accounts 2025

Strategic Report

Governance

Financial Statements

Investment case

What makes us different

Digital transformation providing opportunities for growth

03 Motorpoint Group Plc Annual Report and Accounts 2025

Strategic Report

Governance

Financial Statements

Our business and our market

Motorpoint

Auction4Cars.com

Strategic Report

The Car Buyer’s Champion

MOTORPOINT GROUP PLC Annual Report (ESEF) 2025