Pinewood Technologies PLC - Annual Report 2025

Pinewood Technologies Group PLC

213800VRSPZFOGMMIS18 2024-12-31 213800VRSPZFOGMMIS18 2025-12-31 213800VRSPZFOGMMIS18 2025-01-01 2025-12-31 213800VRSPZFOGMMIS18 2024-02-01 2024-12-31 213800VRSPZFOGMMIS18 2024-01-31 213800VRSPZFOGMMIS18 2025-01-01 2025-12-31 ifrs-full:RetainedEarningsMember 213800VRSPZFOGMMIS18 2025-01-01 2025-12-31 ifrs-full:ReserveOfExchangeDifferencesOnTranslationMember 213800VRSPZFOGMMIS18 2025-01-01 2025-12-31 ifrs-full:OtherReservesMember 213800VRSPZFOGMMIS18 2025-01-01 2025-12-31 ifrs-full:SharePremiumMember 213800VRSPZFOGMMIS18 2025-01-01 2025-12-31 ifrs-full:IssuedCapitalMember 213800VRSPZFOGMMIS18 2025-01-01 2025-12-31 pine:UnderlyingMember 213800VRSPZFOGMMIS18 2025-01-01 2025-12-31 pine:NonUnderlyingMember 213800VRSPZFOGMMIS18 2024-02-01 2024-12-31 ifrs-full:RetainedEarningsMember 213800VRSPZFOGMMIS18 2024-02-01 2024-12-31 ifrs-full:ReserveOfExchangeDifferencesOnTranslationMember 213800VRSPZFOGMMIS18 2024-02-01 2024-12-31 ifrs-full:OtherReservesMember 213800VRSPZFOGMMIS18 2024-02-01 2024-12-31 ifrs-full:SharePremiumMember 213800VRSPZFOGMMIS18 2024-02-01 2024-12-31 ifrs-full:IssuedCapitalMember 213800VRSPZFOGMMIS18 2024-02-01 2024-12-31 pine:UnderlyingMember 213800VRSPZFOGMMIS18 2024-02-01 2024-12-31 pine:NonUnderlyingMember 213800VRSPZFOGMMIS18 2024-12-31 ifrs-full:ReserveOfExchangeDifferencesOnTranslationMember 213800VRSPZFOGMMIS18 2024-12-31 ifrs-full:OtherReservesMember 213800VRSPZFOGMMIS18 2024-12-31 ifrs-full:SharePremiumMember 213800VRSPZFOGMMIS18 2024-12-31 ifrs-full:IssuedCapitalMember 213800VRSPZFOGMMIS18 2024-12-31 ifrs-full:RetainedEarningsMember 213800VRSPZFOGMMIS18 2025-12-31 ifrs-full:RetainedEarningsMember 213800VRSPZFOGMMIS18 2025-12-31 ifrs-full:ReserveOfExchangeDifferencesOnTranslationMember 213800VRSPZFOGMMIS18 2025-12-31 ifrs-full:OtherReservesMember 213800VRSPZFOGMMIS18 2025-12-31 ifrs-full:SharePremiumMember 213800VRSPZFOGMMIS18 2025-12-31 ifrs-full:IssuedCapitalMember 213800VRSPZFOGMMIS18 2024-01-31 ifrs-full:RetainedEarningsMember 213800VRSPZFOGMMIS18 2024-01-31 ifrs-full:ReserveOfExchangeDifferencesOnTranslationMember 213800VRSPZFOGMMIS18 2024-01-31 ifrs-full:OtherReservesMember 213800VRSPZFOGMMIS18 2024-01-31 ifrs-full:SharePremiumMember 213800VRSPZFOGMMIS18 2024-01-31 ifrs-full:IssuedCapitalMember iso4217:GBP iso4217:GBP xbrli:shares

Pinewood Technologies Group PLC

Annual Report FY25

Driving

future

growth

Revenue

£40.5m

+29.8%

FY24: £31.2m

Gross profit

£34.7m

+23.0%

FY24: £28.2m

Underlying EBITDA

£16.4m

+17.1%

FY24: £14.0m

Recurring revenue

83.2%

-3.3%

FY24: 86.5%

Net customer churn

2.5%

+1.4%

FY24: 1.1%

Underlying EBITDA margin

40.5%

-4.4%

FY24: 44.9%

FY25 Highlights

Financial highlights

Please note that FY24 was an 11 month period.

Strategic Report

Pinewood at a glance

Investment Case

Our Growth Ambition

Chairman’s Statement

Chief Executive Officer’s Review

Drivers of Growth

Business Model

Business Strategy

Financial Review

Operating Review

S172 Statement

ESG Report

Risk Overview & Management

Viability Statement

Directors’ Report

Board of Directors

The Non-Executive Board

Corporate Governance Report

Audit Committee Report

Nomination Committee Report

Remuneration Committee Report

Directors’ Remuneration Report

Directors’ Report

Statement of Directors’ Responsibilities

Financial Statements

Independent Auditors’ Report

Group Financial Statements & Notes

Company Financial Statements & Notes

105

Advisors, Banks &

Shareholder Information

114

Contents

Strategic Report

Financial Statements

Pinewood Technologies Group PLC Annual Report FY25

First SaaS automotive

system

Pinewood at a glance

Dedicated to transforming automotive

retail software

A leading automotive

retail ecosystem

–

Pure cloud-based software

designed around customers

and hyperscale

–

Our system is active in 36 countries

with over 35,000 users focused on the

UK, Europe and Asia

Recurring revenue

streams

–

Consistent growth in revenue and

high, stable gross margins

–

c.86% of revenue is recurring (H1 FY25)

High user

loyalty

–

2.0% avg. net user churn over the

last three years

Experienced

workforce

40 year’s experience in the

automotive industry

International workforce across

multiple countries

Headcount of c.400 employees of

which c.50% are software developers

Partnerships with

50+ OEM Brands

Long-standing relationships with

original equipment manufacturer

(OEM) strategic partners

Enables transformation of customer

experience, improved efficiency and

increased profitability

Software-as-a-Service

(SaaS) for two decades

Our platform

What we do

Registered

offices globally

Countries with

Pinewood AI operations

398

Employees across

the globe

Pinewood Technologies Group PLC Annual Report FY25

Long Customer

Tenure

OEM relationships and

market `know-how’

are required to sell to

dealerships, creating

barriers to entry and

reinforcing incumbent

advantage

Average customer

relationships exceed a

decade, giving vendors

durable, annuity-like

retention

Certification with each

manufacturer can cost

vendors up to $1m per

brand, deterring new

entrants

High Switching

Costs

Historically, DMS

migration has been

a lengthy process,

taking 12+ months and

requires retraining

staff and risking

short-term revenue

disruption

This has historically

resulted in high

retention rates

Digital-

Transformation

Catalyst

AI-enabled features

(e.g., automated

scheduling, customer

outreach) boost

operational efficiency,

reduce errors and cut

admin burdens for

dealerships

This has accelerated

modern DMS adoption

Compliance &

Regulatory

Heightened scrutiny

and rising compliance

demands have driven

dealers towards

secure, cloud-based

DMS platforms like

Pinewood.AI

Attractive

Financial Profile

Subscription revenue

visibility as dealer

groups pay on

multi-year contracts,

creating highly

predictable cash flows

Asset light SaaS model

and minimal COGS

translates to high gross

margins

Mission-Critical

Software

Dealer Management

Software (DMS) is a

mission-critical system

of record, allowing car

dealerships to manage

day-to-day operations

It is the operational

backbone for

dealerships—downtime

halts revenue,

reinforcing its strategic

indispensability

Investment case

Why invest in automotive DMS?

Clear roadmap for growth

Our growth ambition

Our target

How we will get there: our drivers of growth

Continuous

evolution

The Group maintains a balance between

product innovation, operational efficiency and a

customer-centric focus. This blend of influences

acts as a constant source of inspiration and allows

us to maintain a continuous flow of enhancements

and new products for our customers.

Customer growth

and retention

Customer growth remains a central driver of

our success, with our sales teams proactively

engaging prospective clients to showcase the

innovation, performance, and intuitive design of

our solutions. Equally vital is customer retention;

our dedicated product specialists work closely

with clients to maximise value, deepen adoption,

and introduce enhancements and new capabilities

that support their evolving needs.

Experts behind

our products

From product specialists with extensive system

and dealership expertise to senior developers

and architects who were instrumental in building

the product from the ground up, our team brings

unmatched mastery, insight, and hands-on

experience across every critical area, ensuring

innovative solutions, seamless integration, and

exceptional performance at every level.

£58-62

FY28 Underlying EBITDA

Chairman’s statement

Over the period, the focus has been

firmly on executing our strategy

and delivering against the targets

set out at our Capital Markets

Day in October 2024. The strong

financial performance achieved

over the year is clear evidence of

that progress.

During the year, Pinewood.AI achieved a number

of important milestones, including signing a

significant contract with Global Auto Holdings,

hitting our target to sign up two of the top 20

auto retail groups in the UK and Ireland ahead of

schedule. Implementation is progressing

well and remains on track for completion in 2026,

demonstrating our ability to deliver complex,

large-scale deployments for leading

automotive retailers.

2025 was a year

of strong strategic

and operational

progress

Pinewood.AI, as a

Group, continued to

build momentum as

a standalone, pure-

play automotive

technology

business.

”

Ian Filby,

Non-Executive Chairman

During the year, we also strengthened the

composition of the Board with the appointments

of Shruthi Chindalur and Dr Robert Plant as

Independent Non-Executive Directors. They

bring a wealth of experience across technology,

strategy and international markets, which will

be invaluable as the Group continues to execute

its growth plans. I would also like to thank Nikki

Flanders for her significant contribution to the

Board over a number of years, particularly in

advancing the Group’s ESG agenda, and wish her

well for the future.

As we look ahead, we remain confident in the

Group’s long-term prospects. Pinewood.AI

benefits from a strong competitive position,

underpinned by its proprietary technology, deep

OEM integrations and high levels of recurring

revenue. The Board is encouraged by the

momentum in the business and the significant

opportunities ahead across our core markets.

On behalf of the Board, I would like to thank all of

our colleagues for their continued hard work and

commitment. Their expertise and dedication have

been central to the progress made over the past

year and will remain critical as we move into the

next phase of our development.

The Board remains focused on supporting Bill

and his team as they continue to execute the

Group’s strategy and deliver on its medium-term

targets. We are confident that Pinewood.AI is well

positioned to deliver sustainable, long-term value

for shareholders.

Ian Filby,

Chairman

22 April 2026

Building on this strong execution in the UK,

Pinewood.AI made significant progress in

advancing its international ambitions. In

particular, the opportunity in North America

remains significant, and the Group has taken

meaningful steps towards unlocking this potential.

Engagement with OEM partners across Lithia’s

network has progressed well, with integration

work underway with a large number of partners.

The commencement of a pilot programme in one

of Lithia’s US dealerships marks an important

milestone, and we are encouraged by the

early progress as we build towards a broader

rollout in 2026.

A further strategic highlight was the acquisition

of Seez, a leading automotive AI platform. This

enhances Pinewood.AI’s product offering and

strengthens our in-house capabilities in an area

that is becoming increasingly important to our

customers. Integration is progressing well, and the

Company sees a meaningful opportunity to drive

further growth through cross-sell and continued

product innovation.

Alongside these strategic developments, the

Group has continued to invest in its platform

and product capabilities. The pace of innovation

remains high, with enhancements to user

experience and the development of our Business

Intelligence offering further strengthening the

value we provide to customers. This is reflected in

the Group’s exceptionally high levels of customer

retention and recurring revenue, which remain

key indicators of the strength and relevance of

our technology.

The Board also took steps during the year to

simplify the Group’s structure and strengthen its

position in North America, with the agreement

to acquire Lithia’s majority stake in the Pinewood

North America joint venture. This provides the

Group with greater strategic and operational

control as we pursue our growth ambitions in this

important market.

Chief Executive Officer’s review

2025 was the second year of Pinewood.AI being

a standalone technology provider to automotive

retailers and OEMs and I am proud of the huge

progress we have made in this time. From the

highly successful system rollout in the 42 ex-

Jardine Motor Group dealers, signing major

enterprise customers Marshalls and Lookers, our

pivotal acquisition of Seez AI, an oversubscribed

equity raise, deals with Porsche and Volkswagen

in Japan and buying Lithia out of their share of

the North American JV, it has been a momentous

two years. We set out our strategy at our Capital

Markets Day (CMD) in October 2024 and all of

this activity represents positive progress against

the strategic targets we declared.

The largest opportunity from a commercial

viewpoint is in North America, with a total

addressable market of over $9 billion. We have

made huge strides in the last 12 months on our

North American development work and we have

now engaged with the vast majority of OEMs that

Lithia represents through its North American

dealer network. Integration work is underway

with a large number of these OEMs. Alongside

this, our product teams have been carrying out

extensive testing and development to optimise

the Pinewood.AI platform for the North American

market and this has enabled us to start our system

testing in some of Lithia’s US dealers.

Well-positioned for

future expansion

We are confident that we are now

well-positioned to grow significantly

over the next few years, as we look

to expand our global customer base

and develop the functionality of our

technology.”

Bill Berman,

Chief Executive Officer

The pilots are progressing extremely well and we

are building significant momentum towards a full

rollout across Lithia’s US dealers.

In July 2025 we reached an agreement with

Lithia to acquire its majority stake in our

Pinewood North America LLC joint venture,

which was established at the time the original

transaction that created Pinewood.AI. We saw

the benefits of this decision in February 2026

with our first showing at the North American

Dealer Association (NADA) conference in Las

Vegas, which was a tremendous success. We had

thousands of visits to our stand and a number of

positive conversations with potential customers

based not only in North America, but around

the world.

One of the prevailing trends in the past year

has been increased scrutiny on companies in

the software industry in the face of continued

advances in AI technologies, particularly those

made by the largest ‘general purpose’ AI agents.

We are excited by the transformative potential

that AI presents for our business and our

customers. In March 2025, Pinewood.AI acquired

Seez, the market-leading automotive AI company.

Unlike competitors whose AI functionality relies

solely on general-purpose Large Language

Models (LLMs), Seez’s approach uses advanced

reasoning to actively drive our customers’

businesses forward. Integration of the Seez AI

functionality with the Pinewood AI data stack has

been a priority throughout 2025 and is now at an

advanced stage, with cross-selling opportunities

already converting across both the historic

Pinewood AI and Seez customer bases.

The quality and depth of our proprietary data,

built up over 20+ years, underpins a competitive

moat that general-purpose AI agents cannot

easily replicate. Our OEM integrations are

tailored to each country and manufacturer,

requiring the kind of deep industry intelligence

that comes only from years of collaborative

development with dealers and OEMs. This is not

a ‘one size fits all’ market, and that complexity

is our advantage. We are not standing still: we

continuously use these insights to evolve and

improve our platform, ensuring Pinewood.AI

remains the most capable and trusted solution in

automotive retail technology.

The evolution of the Pinewood.AI platform

continues at pace, with a number of other

embedded features that can be offered to our

customers. In particular, we are in a progressed

stage with our Business Intelligence module, which

has a number of Data & Analytics embedded

dashboards. This continual evolution is one of the

key reasons our customer retention is so high.

Our net customer churn in FY25 was just 2.5%.

Looking ahead, we are very confident in the

positive long-term prospects for the Group.

Pinewood.AI holds a leading position as a mission-

critical, full-service, embedded technology

provider to automotive retailers and OEMs.

We benefit from high recurring revenues and

long-standing OEM partnerships. This positions

Pinewood.AI to remain at the forefront of

technology innovation, ensuring that we provide

best in class technology and secure solutions for

our current and future customers.

Therefore, we are well-positioned to continue

executing our strategy and the Board reaffirms

its expectations that Pinewood.AI will achieve

its medium-term FY28 guidance of underlying

EBITDA of £58-62 million.

Bill Berman

Chief Executive Officer

22 April 2026

Chief Executive Officer’s review

continued

1981

2000s-2010s

1998

2024

2020-2023

2025

Origins

Pinewood was founded in 1981

after a Renault dealer in London

grew frustrated with the lack

of suitable systems to run his

business. He assembled a small

team of developers to build a

better solution, marking the

birth of Pinewood as a classic

early-1980s tech startup.

Drivers of growth

Continuous evolution

Growth and modernisation

Throughout the 2000s, Pinewood evolved

from traditional on-premise systems to a

fully cloud-based DMS, pioneering digital

tools for online vehicle sales, customer

communication, and data-driven dealership

management. It’s software powered

thousands of dealerships across the UK

and Europe, becoming known for reliability,

integration, and innovation.

Early innovation

Pendragon acquired Pinewood to develop a

multi-brand DMS capable of supporting large-

scale dealership operations. Pinewood became

central to Pendragon’s growth, helping

introduce new digital processes and efficiency

models that later became industry norms.

Transformation

By the early 2020s, Pendragon was

one of Europe’s largest dealer groups,

with Pinewood providing its core

technology backbone. In 2023-24,

following Pendragon’s strategic sale

of its dealer network to Lithia Motors,

emerged as a standalone public

company, focused solely on software

and technology for automotive retail.

Expansion

Pinewood spun out independently and began trading

as Pinewood Technologies Group PLC (LSE: PINE).

Under the customer-facing brand Pinewood.AI,

the company launched its Automotive Intelligence

Platform, a unified, AI-powered cloud platform

designed for OEMs and dealer groups worldwide. Led

by CEO Bill Berman, Pinewood.AI positioned itself as

a global leader in automotive intelligence, blending

data, automation and customer experience tools.

Global scale

In March 2025, Pinewood.AI acquired Seez,

strengthening its capabilities in AI-driven

automotive retail. In July 2025, it acquired the

remaining 51% stake in its North American joint

venture, taking full ownership and accelerating

its U.S. roll-out. In August 2025 the South African

partner operation was acquired, enabling full

control and accelerated growth in the region. By

late 2025, Pinewood.AI operated in 36 countries,

with their technology being utilised in over 2,000

dealers with more than 50,000 daily users.

Growth

Seez AI

Acquisition opens global AI

automotive opportunities

Works with all dealer software

no matter the existing provider

International scale up

US & Japanese projects

progressing well

Acquisition of market partners allows

access to full scale of global revenues

Retention

Minimal net user churn

Net user churn 2.5%

High recurrence

Recurring revenue and

long-term retention through

subscription-led model

Customer satisfaction

Users experienced 91%

satisfaction FY25

Security driving retention

100% cloud-based and continued

investment in security

Drivers of growth

continued

£64.5m

Total Contract Value (TCV) –

future incremental revenue

from signed customer contracts

$60

Fully scaled

annual Lithia

US revenue

Customer growth

and retention

83.2

Recurring

revenue

2.5

Net user

churn

continued

Expanding product range

Integration of Seez AI tools

Integration of AI products allows

us to improve dealer operational

efficiencies and automate workflows,

resulting in faster lead responses

and improved conversion rates

as well as proactive aftersales

revenue generation

Connected ecosystem strategy

and future roadmap

Pinewood AI platform powered

by Seez creates a seamless

experience leveraging the best

from both platforms

Business Intelligence reporting, driving

improved dealership oversight from

operational data as the single source

of the truth

Expert skill

Deep expertise

Built by car people, for car people

Global implementation

know-how

Wide operations and experience

– 36 countries with Pinewood AI

operations

Expanding technical skill base

e.g. Acquisition of Seez adds specialist

knowledge, ensuring we retain

competitive advantages

People-first culture

People-first, values-led culture that

drives growth by engaging with,

supporting and inspiring our team

£33.7

Recurring

revenue

398

Employees around

the world

£10.5m

Spend on software

development

Experts behind our products

Customer-centric

culture

Superior

customer insights

Connected,

real time data

Business model

Technology platforms,l

built by car people for car people

How we create value

What we offer

The problems we solve

Our USP is more than a DMS

The inability of dealerships to unlock the value

of their data isn’t just due to the limitations

of their current DMS

Cultural lack of customer-centricity is an

industry problem that technology does

not solve

Dealerships focus on functional silos, not

the automotive buyer journey

We can offer an ecosystem that combines

connected dealership data with connected

customer journeys to deliver unprecedented

business performance

What our clients value

Benefits we provide

to dealerships

Enabling dealers to operate with one

version of the truth in real time

Pinewood is 100% cloud hosted which is

highly scalable and secure

End-to-end connected data

for efficiency

Automotive specific AI, supporting

dealer processes

Deep and longstanding customer

relationships, 2% net user churn over the

last three years

A stable, highly skilled team, unrivalled

automotive industry expertise and

experience – built by car people for

car people

Customer-centric

experience

Personalised

conversations

Connected

customer journey

The Pinewood business strategy, as outlined at

our Capital Markets Event in October 2024 can

be seen below. So far, we have seen strong initial

execution with significant opportunity ahead.

UK & Ireland

– Target Large UK Auto

Retail Groups

– Top 100 Sweep

– Maximise Product Sales in

Existing Customer Base

International

Northern & Central Europe

– Asia Pacific

– South Africa

Products / Vertical sales

– Multiple Product

Opportunities to Upsell

– AI

– Build vs Buy vs Partner

North America

– Discovery Phase and

Development Work

– US Store Pilot

– Rollout into US Market

Business strategy

Significant

opportunity

ahead

£m, unless stated

12m period ended

31 December 2025

(FY25)

11m period ending

31 December 2024

(FY24)

Variance

Revenue

40.5

31.2

29.8%

Gross Profit

34.7

28.2

23.0%

Underlying EBITDA

16.4

14.0

17.1%

Underlying Profit Before Tax

8.8

8.5

3.5%

Underlying Operating Profit

8.3

8.4

(1.2)%

Operating (Loss) / Profit

(9.4)

4.3

(318.6)%

Profit Before Tax

49.7

8.2

506.1%

Cash as at 31 December

34.1

9.3

266.7%

Revenue increased by 29.8% to £40.5m in FY25

(from £31.2m in FY24) and gross profit increased

to £34.7m in FY25 (from £28.2m in FY24). The

revenue growth was due to a combination of

FY24 being an 11 month period and FY25 being

a 12 month period, the Seez acquisition in March

2025, revenue from new customers and revenue

from upselling to our existing customer base.

£33.7m of the FY25 revenue of £40.5m was

recurring (83.2%). Underlying profit before tax

increased from £8.5m in FY24 to £8.8m in FY25.

The decrease in the gross margin rate from

90.4% in FY24 to 85.7% in FY25 was due to the

impact of the Seez acquisition, whose results were

consolidated from the start of March 2025. The

majority of our cost of sales are cloud hosting

costs. We continue to use a series of measures to

make our cloud hosting as efficient as possible,

while maintaining optimum system performance.

Underlying administrative expenses in FY25

increased by £6.6m compared to FY24 to

£26.4m. £2.6m of the increase related to

increased software asset amortisation and

increased depreciation charges, with the

remainder primarily related to increased

resource costs.

As a result of these movements, underlying

operating profit in FY25 was £8.3m, a decrease

of £0.1m from £8.4m in FY24 and underlying

EBITDA was £16.4m, an increase of £2.4m from

£14.0m in FY24.

Strong growth

with global demand

There was a non-underlying profit before tax

of £40.9m (FY24: £0.3m loss). This consisted

of a £60.8m gain on the remeasurement of

previously held equity interest in Pinewood North

America, LLC with Lithia (FY24: nil), £1.6m loss

from the Group’s share of the result from the ‘joint

venture’, (FY24: £0.5m loss), one-off transaction

related costs of £5.9m (FY24: £3.1m), share-

based payment costs of £3.6m (FY24: £1.0m),

amortisation of acquisition related intangible

assets of £4.0m (FY24: £nil), finance income of

£0.2m (FY24: £4.3m income) and a £4.2m loss

from the subsidiary, Pinewood North America,

LLC, since Lithia’s share was bought in July 2025

(FY24: £nil) and losses on financial instruments of

£0.8m (FY24: £nil).

Group net assets were £204.2m at 31 December

2025 (31-Dec-2024: £39.0m), with the main

balances being £51.5m of goodwill (31-Dec-2024:

£0.3m), a £161.7m intangibles balance (31-Dec-

2024: £16.3m), £34.1m of cash (31-Dec-2024:

£9.3m) and £7.5m of deferred income (31-Dec-

2024: £7.6m).

The operating loss of £9.4m (FY24: £4.3m profit)

was made up of the underlying operating profit

of £8.3m and the non-underlying operating loss

of £17.7m. The profit before tax of £49.7m (FY24:

£8.2m profit) was a result of the underlying profit

before tax of £8.8m and the non-underlying

profit before tax of £40.9m.

Cash at the start of FY25 was £9.3m and the main

movements to arrive at the £34.1m at the end of

FY25 were £34.1m of proceeds from the equity

fundraise in February 2025, £26.5m paid relating

to the Seez acquisition in March 2025 and £10.0m

collected from Lithia relating to a tax debtor.

Financial review

Operating review

Pinewood.AI is a leading cloud-based full-service

technology provider to automotive retailers and

OEMs in the UK and 35 other countries worldwide,

with the majority of revenue being recurring.

The automotive system market for Franchised

Motor Dealers is estimated to be worth at least

£100 million in the UK. Two providers dominate

the UK market, one of which is Pinewood.AI.

The global automotive system market is highly

fragmented with over 50 different providers

within Europe alone. In North America, the

market for what are called Dealer Management

Systems (DMS) is $2.4 billion. In addition, in

North America, the market for complementary

add-on products such as CRMs and service tools

is worth an additional $4.1 billion and there is

also a $2.8 billion addressable market in systems

for commercial vehicles, RVs, motorbikes and

boats. All of this North American market is an

opportunity for Pinewood.AI.

Strong financial

performance

Pinewood.AI’s unique approach to the market is

characterised by:

a single ecosystem which is deployed globally

with continuous software updates;

a cloud-based solution which is highly secure

and feature-rich;

a focus on strong manufacturer partnerships

and supporting dealer profitability; and

a commitment to using the latest technology to

reshape motor retail.

Pinewood.AI’s system is a market-leading

automotive intelligence platform, which has

been developed collaboratively with dealers and

OEMs to provide secure software across sales,

aftersales, accounting and CRM and has focused

on developing recurring revenue streams. In

FY25, 83.2% of Pinewood.AI’s revenues were on

a recurring basis. During FY25 there has been

net customer churn of 2.5%. This low net churn

reflects the ‘stickiness’ of the Pinewood.AI system.

In FY25, Pinewood.AI increased its investment

in its systems with £13.6m of development

expenditure, of which £10.5m was capitalised

(77% capitalisation rate). The main focuses for

the development team during FY25 have been

‘hyperscale’ system development to ensure the

system is ready for deployment in North America,

working on North American integrations with

OEMs and third-party layered apps, and ongoing

investment in platform architecture and security.

a single ecosystem which is deployed

globally with continuous software

updates;

a cloud-based solution which is highly

secure and feature-rich;

focus on strong manufacturer

partnerships and supporting dealer

profitability; and

commitment to using the latest

technology to reshape motor retail.

Pinewood’s unique

approach to the market

is characterised by:

Operating review

continued

£m

H1 FY25

H2 FY25

FY25

H1 FY24

H2 FY24

FY24

Change

Revenue

19.6

20.9

40.5

16.1

15.1

31.2

29.8%

Gross Profit

17.0

17.7

34.7

14.5

13.7

28.2

23.0%

Gross margin rate

86.7%

84.7%

85.7%

90.1%

90.7%

90.4%

(4.7%)

Underlying Administrative Expenses

(12.9)

(13.5)

(26.4)

(10.5)

(9.3)

(19.8)

33.3%

Underlying Operating Profit

4.1

4.2

8.3

4.0

4.4

8.4

(1.2%)

Net finance income

0.3

0.2

0.5

0.1

400.0%

Underlying Profit Before Tax

4.4

8.8

4.0

4.5

8.5

3.5%

Underlying Depreciation and Amortisation

3.8

4.3

8.1

2.9

2.7

5.6

44.6%

7.9

8.5

16.4

6.9

7.1

14.0

17.1%

This is an Alternative Performance Measure (APM).

H2 FY24 was a five month period ending 31 December 2024.

Note: FY25 is a 12 month period ended 31 December 2025 and FY24 is an 11 month period ended 31 December 2025.

S172 Statement

Suppliers

How we engage

Regular meetings and updates between

all key suppliers and management

Supplier payment terms reported

and published

Why we engage

All our suppliers must be able to

demonstrate that they take appropriate

action to prevent involvement in modern

slavery, corruption, bribery and breaches

of competition law

We engage with our suppliers to ensure a

high quality of service is maintained

What matters to this group

Fair trading and payment terms

– Anti-bribery

Anti-modern Slavery

Operational improvement

What did we do as a result

We surveyed all key suppliers for

adherence to anti-slavery standards

Customers

How we engage

We continue to engage with our

customers in a variety of ways, including:

Seeking continual feedback from both

new and existing customers

Listening to any suggested

enhancements to the Pinewood system

Why we engage

Our purpose is to deliver a market-

leading Dealer Management System to all

of our customers

What matters to this group

Uninterrupted access to our system

Use of a market-leading system

Having a relationship with us where they

are listened to

What did we do as a result

Improved the Pinewood system by

listening to customers

Ensured that our development team

updated the system on a regular basis,

often several times a week

Acquired Seez to enhance

product offering

Acquired Pinewood North America,

allowing full operational control

Acquired partner operations, allowing full

operational control in their markets

We listen carefully to the views of all

of our employees through regular

employee surveys

We wish to continue to be a responsible

employer, both in terms of continuing to

ensure the health, safety and wellbeing

of our employees and also ensuring we

maintain a responsible approach to the pay

and benefits our employees receive

Fair employment, fair pay and benefits

Tackling our gender pay gap

Diversity and inclusion

Training, development and career

opportunities

Health and safety

Responsible use of personal data

Ability of the workforce to raise concerns

in confidence

We reviewed associate pay and conditions

We continued to enhance the range of

benefits available to associates, including

adding full EVs to the company car offering

To engage with the workforce, biannual

conferences have been introduced, which

are effective as they have produced

consistent dialogue between associates

and the Executive Directors and senior

management team

Any associate concerns can be raised in

confidence through the Pinewood HR team,

who will conduct any investigations needed

and will escalate concerns to Board level

where deemed appropriate. The Board

will take any follow up action as considered

appropriate

Worked with acquired businesses to ensure

the successful integration of their employees

into the Group

Employees

Statement By The Directors In Performance Of Their Statutory Duties in Accordance with s.172(1) Companies Act 2006

The Board of Directors of Pinewood Technologies Group PLC confirm that during the period under review, it has acted to promote the long-term success of the company for the

benefit of all shareholders, whilst having regard to the matters set out in section 172(1)(a)-(f) of the Companies Act 2006 in the decisions taken during the period ended

31 December 2025, further detail of which is set out below and which are incorporated into others parts of the Strategic Report.

continued

Annual Report and Accounts

Corporate website

– AGM

Results announcements and presentation

Shareholder and analyst meeting with

management, followed by feedback from

brokers and financial PR consultants

Engagement via the Directors and

Company Secretary

We work to ensure our shareholders

and their representatives have a good

understanding of our strategy and

business model

Long-term value creation

Fair and equal treatment

Growth opportunity

Financial stability

– Transparency

To share in the success of our business

The Chief Executive Officer and Chief

Financial Officer reported back to the

Board after the investor roadshows

The Group’s brokers and financial advisors

provided detailed feedback after full and

half year announcements and investor

roadshows to inform the Board about

investor views

The Non-Executive Chairman and Senior

Independent Director were available

to shareholders and responded on

matters relating to their responsibilities

where requested

The Chairman engaged with and met

with a number of large shareholders

throughout FY25

We continued to consult with all

major shareholders in relation to our

remuneration policy

At our AGM, shareholders were given the

opportunity to engage with the respective

Committee Chairs to discuss any matters of

significance that they wanted to raise

We engaged with shareholders with

reference to resumption of dividends

Equity raise for Seez acquisition

Prospectus for Pinewood North America

and vote for acquisition

Shareholders And Potential Shareholders

Environment

Community

Over the last four years, we have seriously

re-evaluated our responsibilities to our

customers, investors, associates, suppliers

and the public in terms of how our activities

impact the natural environment

We continue to regularly review our

environment policy

We acknowledge the responsibility we have

to protect the environment and to minimise

the environmental impact of our activities

Minimising atmospheric emissions,

commercial and industrial waste

Minimising energy wastage

Complying with statutory requirements

relating to environmental matters

Ensuring environmental priorities are

accounted for appropriately in planning

and decision making

Operated an obsolete asset disposal policy

Minimised and, where possible,

eliminated pollution

We continued to reduce incidences of energy

wastage wherever possible, as reported in

our Environment, Social and Governance

Report at page 21 of this Annual Report

Regular involvement in charity appeals

We generate community involvement

through local engagement, contributing

to local areas in a variety of ways

Charitable donations and support

Employment opportunities

– Volunteering

Fair tax policy

We continued other charitable activities

where possible

Improving positive environmental impact, meaningful social

progress, and transparent, responsible governance

Pinewood’s focus is fully aligned with the unique nature of our SaaS operations, ensuring our

Environmental, Social and Governance (ESG) strategy is both relevant and impactful. There have been

many positive changes to the Group in FY25 related to our ESG activities.

The Group has transitioned to using fully

renewable electricity for the main UK office,

reducing our CO

footprint. The practicality of

replicating this for our recent acquisitions will

be analysed in FY26

We are accelerating the transition of our

vehicle fleet to fully hybrid and electric models,

delivering a meaningful reduction in CO

emissions compared with previous years and

reinforcing our commitment to lower-carbon

operations

Reduction in single use plastic has been

particularly effective this year. Plastic water

cups have been replaced by aluminium water

bottles for employees and glass for visitors,

while all hot drink cups have been replaced

by ceramic mugs. This was one of our most

significant areas of plastic waste

By embracing the UK Government’s Simpler

Recycling initiative and partnering with our

waste management provider, since starting the

scheme we have been able to recycle over 30%

of our general waste

As we move forward, our ESG strategy will

continue to evolve, adapting to the needs of

both our business and wider society. We remain

committed to embedding ESG considerations

into our strategic priorities, ensuring lasting

impact and accountability

ESG Report

Driving sustainable

value with ESG

Innovation, expert knowledge

and passion drive us forward

As a technology-driven business, our success

is powered by the expertise and passion of

our people. We cultivate a workplace where

innovation thrives, and our employees take pride

in being part of the Group. Our leadership team

and HR function are committed to fostering

a dynamic, empowering culture that drives

engagement, motivation, and long-term success.

Our people

Our commitment to being a responsible employer

drives everything we do. Prioritising the health,

safety, and wellbeing of our team members is at

the core of our business practices. We actively

seek out, nurture, and retain top talent, ensuring

our team is equipped with the skills and vision

needed to shape the future.

Our inclusion

We firmly believe that embracing diversity,

fostering inclusion, and ensuring equal

opportunities for all our team members, regardless

of their identity, are vital to our future success.

Our people are the driving force behind our

business, and we are dedicated to promoting

a culture that reflects the vibrant communities

we serve. By empowering our team members to

bring their authentic selves to work, we create an

environment where they can thrive and realise

their full potential.

At every stage, from attraction and

recruitment to selection, employment, and

internal promotion, our employment decisions,

including consideration to applications from

disabled people and those who may become

disabled whilst employed, are free from

irrelevant or discriminatory criteria. We remain

committed to a formal, rigorous, and

transparent process for appointments at the

Board and senior executive levels. Guided

by merit and objective criteria, we actively

promote diversity in gender, social and ethnic

backgrounds, alongside cognitive and personal

strengths. This approach aligns with Principle J

of the UK Corporate Governance Code,

reflecting our dedication to balanced and

inclusive leadership.

We are committed to creating an

environment where our people feel

empowered, supported and inspired

to do their best work as we shape the

future together.”

Caroline Pilatowicz

, HR Director

Social

commitment

We describe our approach to Board composition diversity in the

Nomination Committee’s report on page 44.

as at 31 December 2025

as at 31 December 2024

Male

Female

Total

Male

Female

Total

Director

Senior Manager*

All employees

261

137

398

203

296

*Senior Managers include all employees that are included in the regular Executive Meeting group with the CEO and CFO.

Gender pay gap reporting

The company’s annual report containing data on

our gender pay gap will be published in full on our

website www.pinewood.ai in accordance with the

statutory timescale.

Our reward

We continually refine our benefits offerings to

deliver a competitive and comprehensive rewards

package. Our benefits provision supports a range

of options beyond salary and add to the full value

of each team member’s package. We provide

the flexibility and choice to allow team members

to tailor benefits to each individual’s needs

where possible.

Pinewood remains committed to safeguarding

our team member’s futures by investing in

robust pension schemes and insured benefits

that provide security for health-related matters.

This year, we’ve taken our offering even further.

Through a new partnership, all employees now

have round-the-clock access to remote medical

services, including mental health support.

Our development

Our training and development programmes

support both our team member’s needs and the

requirements of the wider business; combining

online modules with virtual and in-person

classroom experiences. These blended learning

solutions are designed to meet regulatory

and statutory requirements, safeguarding

both our team members and customers from

potential risks. To drive growth and success,

we systematically plan and deliver training

while identifying individual and organisational

development needs through regular performance

check ins, ensuring everyone at Pinewood

is equipped to thrive.

Gender balance

102

Increased

headcount

34%

Female employees

FY25 (FY24: 31%)

Pinewood remains committed to

its environmental responsibility,

operating under a formal

Environment Policy that reflects

our position as a pure-play

SaaS business.

We recognise our duty to protect the

environment and actively work to minimise

the impact of our operations.

Collaborating with employees, customers, and

suppliers, we strive to uphold high standards

of environmental protection aligned with our

business activities.

Our Environment Policy is guided by Board-

level oversight, ensuring a strategic focus on

climate impact and resource sustainability. We

are continuously enhancing our operational

standards, embedding environmental

considerations into planning and decision-

making. Wherever possible, we take proactive

steps to reduce or minimise our environmental

footprint, reinforcing our commitment to a

sustainable future.

In accordance with Listing Rule 6.6.6R(8), we set

out in the TCFD (Task Force on Climate related

Financial Disclosures) overview table beginning

on page 22 certain climate-related financial

disclosures aligned to the four recommendations

and 11 recommended disclosures contained within

the TCFD additional guidance (Implementing

the Recommendations of the Task Force on

Climate-related Financial Disclosures (2021

TCFD Annex)). Within the TCFD overview table,

we have also included disclosures by each of

the recommended disclosures, identifying

whether we consider such disclosures to be

either consistent with the recommendations of

the TCFD or, where disclosures have only been

partially made or omitted, a further description

of any steps taken or planned to ensure our

disclosures are consistent in the future, including

relevant timeframes. In particular, of the 11

TCFD recommended disclosures, the Company

considers that it is consistent with full disclosure

for nine items and partially consistent with two

disclosures: (i) Strategy B - financial impact of

climate-related risks – due to the disposal of

dealerships to Lithia, we have not been able

to assess the impact that climate-related risks

may have on the SaaS business. This includes

the impact climate-related risks may have on

the Group’s financial planning process. We will

continue to assess the impact climate-related

risks may have on financial planning in the next

financial year.

Environmental report

As part of our commitment to reducing single-

use plastics across the Group, we introduced

a new initiative this year: the Pinewood AI

reusable mug. Designed to replace non-

recyclable coffee cups and plastic lids, the mug

helps support our sustainability objectives.

TCFD Overview

Disclosure Level:

Full

Partial

Omitted

Recommendation

Recommended

disclosures

Summary of progress

Reference

Disclosure level

Governance

Disclose the

organisation’s

governance around

climate-related risks

and opportunities

a) Describe the Board’s

oversight of climate-

related risks and

opportunities

The Board drives our climate ambition and oversees our approach to climate-related risks and opportunities, as outlined

in our annually reviewed Environment Policy. As the ultimate authority on the Group’s risk appetite, risk management,

and internal controls, the Board delegates oversight to the Audit Committee, ESG Committee, and Risk Control Group to

ensure ESG risks are §ffectively managed.

In 2025, the ESG Committee met three times, as they did in 2024, maintaining our commitment to sustainability.

ESG matters are now a standing agenda item at Board meetings, ensuring continuous focus and accountability.

The ESG Committee plays a pivotal role in assessing how climate-related risks and opportunities influence budgets

and business plans, determining how climate strategies are implemented. The Chair of the ESG Committee monitors

progress towards targets, allowing us to drive meaningful impact.

FY26 priorities

We remain committed to integrating climate-related risks into Board-level discussions, ensuring they are a key

consideration in shaping our strategy and assessing their potential impact on our financial performance. The ESG

Committee will continue to meet at least twice a year, maintaining a strong focus on sustainability and driving progress

on our ESG commitments.

Annual Report

Environmental,

social and

governance report

page 18

b) Describe management’s

role in assessing and

managing climate-

related risks and

The Board retains ultimate accountability for the Group’s climate strategy and approach to TCFD; however, to

strengthen governance and execution, it has established an Environmental, Social, and Governance (ESG) Committee.

Meeting at least twice a year, the ESG Committee includes the Group CFO, the Operations & Compliance Director, and

two senior members of operational leadership, with other associates invited to meetings where they support the ESG

Committee meeting agenda item(s) with their knowledge or abilities.

Working alongside the Risk Control Group (RCG), the ESG Committee provides ongoing oversight of climate-related

risks. It maintains a direct reporting line to the Audit Committee, ensuring regular updates on progress and key

developments. The Audit Committee, composed entirely of independent non-executive directors, meets at least twice

a year. Following the same rigorous governance approach used for financial management, it assesses the potential

financial impact of climate change, incorporating scenario analysis, the costs of meeting climate and environmental

targets, and their implications for financial statements and disclosures.

FY26 priorities

The Group remains committed to strengthening ESG reporting, ensuring climate-related considerations are integrated

into budgets, business plans, performance objectives, capital expenditure, and investment decisions. Additionally, we

have embedded climate-conscious decision-making into our energy procurement and supplier selection processes,

reinforcing our commitment to sustainability at every level of our operations.

Annual Report

Environmental,

social and

governance report

page 18

Disclosure Level:

Full

Partial

Omitted

Recommendation

Recommended

disclosures

Summary of progress

Reference

Disclosure level

Strategy

Disclose the actual and

potential impacts of

climate relates risks

and opportunities on

the organisation’s

businesses, strategy

and financial planning

where such information

is material

a) Describe the climate-

opportunities the

organisation has

identified in the short,

medium and long term

As a pure-play SaaS business, the Group faces limited direct climate risk. However, we remain proactive in assessing

potential climate impacts across the short term (Jan 26 - Dec 27), medium term (Jan 28 - Dec 30), and long term

(up to 2050). These time scales align with our business planning and the UK Net Zero target date. A detailed analysis

of these risks and opportunities can be found on pages 26 to 28 of this report.

In the medium term, rising energy costs pose a key consideration for Pinewood, while longer-term risks include the

resilience of cloud hosting infrastructure, which may be influenced by geographic factors and exposure to extreme

weather events. To stay ahead, we will continue to conduct climate risk and opportunity assessments, ensuring that

our SaaS business remains agile and well-prepared for the evolving environmental landscape.

Continued assessment of the impact of climate-related risks for the Group in the short, medium and long term.

Risk Management

page 30

page 18

b) Describe the impact

of climate-related

risks and opportunities

on the organisation’s

businesses, strategy and

financial planning

Pinewood Technologies Group PLC operates as a pure-play SaaS business with six physical office locations and cloud-

based hosting. Given our digital-first model, we anticipate minimal impact from climate-related factors on our core

products and services, including dealer management system software licences, as we continue to innovate and evolve.

The Group is constantly evaluating how climate-related factors may influence our products and services, via the ESG

and Risk Committees, ensuring we remain proactive and well-prepared for any potential impacts.

Risk Management

page 30

page 18

c) Describe the resilience

of the organisation’s

strategy, taking into

consideration different

climate-related

scenarios. We are

including a 2 degree C or

lower scenario reflecting

the original 2 degree

international danger line

and an above 3 degree

C scenario representing

severe to extreme risks

The Group has assessed potential climate-related risks to our SaaS business under two key climate scenarios:

Below 2 degrees:

As a pure-play SaaS provider, our business model is centred on delivering software licences.

We would expect evolving regulatory frameworks for the reporting of business climate impact, as well as investors

placing a greater importance on climate risk strategies under this scenario.

Above 3 degrees:

Even in a scenario with heightened physical climate risks, we expect minimal disruption. The Group

operates from six leased office locations in urban areas. The two in the UK are not significantly exposed to climate risks.

Most likely to occur issues for our offices are : Dubai is predicted to have issues with extreme heat, Fort Lauderdale is

likely to face issue with sea level rises, Cape Town is expected to have problems with drought, while Tokyo is likely to face

increased extreme weather. Our robust remote working infrastructure ensures business continuity. Our cloud services,

hosted by third-party providers, include contingency plans to mitigate potential disruptions, ensuring seamless service

delivery. In line with the above, the Group considers itself to be resilient to climate related physical risks.

The Group will continue to refine its climate risk scenario analysis, aligning it with the specific needs and evolving

landscape of a SaaS business.

Full

Partial

Omitted

Reference

Disclose how the

organisation identifies,

assesses and manages

climate related risks

a) Describe the

organisation’s processes

for identifying and

assessing climate

related risks

Environmental risk is a key component of our overall risk management framework. The ESG Committee meets, as a

minimum twice a year, evaluates climate-related risks that could impact our operations, reporting findings to the Risk

Control Group (RCG) and, where necessary, escalating to the Audit Committee and Board.

The Risk Control Group (RCG) meets three times a year, the meeting includes an analysis of potential risks and

opportunities associated with climate change and includes representation from the ESG Committee. Risks are based

on `worst case’ scenarios with likelihood and impact assessment considering our business, suppliers, customers and

investors taking place. Once classified they are integrated into the existing risk management system. Climate change

risks, along with relevant opportunities, are reported three times a year to the Executive Team and the Board. While

climate-related risks are considered an emerging risk, they remain an important part of our strategic risk assessment.

For more details, please refer to pages 30 to 32 on our Group’s risk management approach.

The Group annually reviews / revises its Environmental Policy with a heightened focus on integrating climate-related

issues. Climate considerations have now become a permanent agenda item at Board meetings.

page 30

b) Describe the

organisation’s processes

for managing climate-

related risks

The business is subject to regular risk identification, assessment and review, which includes consideration of

environmental and climate-related risk. Climate risk is considered a sub-risk to our main environmental risk. See pages

30 to 32 on risk management in the Group.

Our ESG Committee reviews climate risks and opportunities in each meeting which ensures we stay informed and

effectively monitor any identified climate-related risks.

page 30

c) Describe how processes

for identifying,

assessing and managing

climate-related risks

are integrated into the

organisation’s overall

risk management

Climate-related risks are integrated into our overall risk management framework as a principal risk, with climate

change addressed within the broader environmental risk category. The ESG Committee will continue to evaluate and

assess any climate-related risks that could impact our operations, reporting findings to the RCG and, when necessary,

escalating to the Audit Committee and Board.

Maintain strong focus on all areas that facilitate management and assessment of climate-related risks.

page 30

Full

Partial

Omitted

Reference

Metrics & Targets

Disclose the metrics and

targets used to assess

and manage relevant

and such opportunities

where such information

is material

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 has been reporting on energy and carbon emissions since 2013. Emissions are captured from our facilities,

operations and transport and reported in tonnes CO

. We consider it important to recognise that as revenue increases

so will emissions, which is why we include tonnes of CO

per £m of revenue as a further key metric. The ESG Committee is

responsible for presenting these findings to the Board.

FY24 serves as a baseline for reported emissions allowing us to report future changes. More information on the Group’s

carbon emissions is provided on page 28.

The Group is committed to expanding our Scope 3 reporting metrics as relevant data becomes available, ensuring greater

transparency and a more comprehensive view of our environmental impact.

page 26

b) Disclose Scope 1, Scope

2 and, if appropriate,

Scope 3 (greenhouse gas

(GHG) emissions and the

The Group reports Scope 1, Scope 2, and Scope 3 emissions in accordance with the GHG reporting requirements, with

further details on carbon emissions available on page 28. Notably, we’ve expanded our Scope 3 reporting to include

emissions from the flights taken during FY25.

The Group is focused on enhancing our data capture process allowing us to report to the enhanced UK reporting standard

expected for FY26.

page 28

c) Describe the targets

used by the organisation

to manage climate

opportunities and

performance against

targets

The Group will remain focused on its CO

emissions by £m of revenue as a key metric driving immediate action to reduce its

environmental impact.

The Group will target a 10% reduction of the total CO

emissions by the end of 2027 from a base year of 2024.

Director’s

Remuneration

Report page 47

page 28

Climate-related risks, once assessed, are provided numeric likelihood and impact values within our risk management system. These are used to calculate a total risk value before and after mitigation. Material

risks are any risk with a value that exceeds our materiality threshold of £500k, pre mitigation. Outlined below are the material climate related risks and opportunities as applicable to the Group. For the purpose

of the below table, in terms of impact and rating: Minor shall mean the risk has relatively little, or non-material financial impact; Limited shall mean the risk has a moderate financial impact; Major shall mean the

risk has a major or material financial impact.

Area

Risk

Time horizon

and scenario

Category

Metric

Resource Whatever

Energy efficiency in operations

Years of strategic investment in resource efficiency across the Group have successfully reduced energy intensity,

resulting in lower, more predictable operating costs while driving greater operational efficiency. Continued reduction

in energy intensity supports our ESG goal of reducing CO

emissions.

Review of energy usage targeted on reducing intensity.

Physical Minor

Annual cost (£) relating

to energy and CO

reduction against prior

year > 5%.

For the purpose of the above table, in terms of impact and rating: Minor shall mean the risk has relatively little , or non-material financial impact; Moderate shall mean the risk has a moderate financial impact; Major shall mean the risk has a major or material

financial impact.

Global greenhouse gas emissions data

The current period is a 12 month period and the prior period is an 11 month period. Scope 1, direct emissions decreased as a result of enhanced emissions analysis and the accelerated transition of our company

fleet to hybrid and electric vehicles. Scope 2 indirect emissions also reduced following the UK operation’s move to renewable electricity during the year. Scope 3 emissions increased significantly, reflecting the

first-time inclusion of comprehensive flight data. It is worth noting that flight distances and frequency have significantly increased with our acquisition of delivery partners and work in the US. We are taking 2024

as the base year for emissions, with tonnes of CO

per £m of revenue as our primary metric.

Source*

Tonnes of CO

01.01.25 – 31.12.25

Global

01.01.25 – 31.12.25

FY25 Total

FY24 Total (Base)

01.02.24 – 31.12.24

Scope 1: Direct emissions from activities for which the company own or control – emissions generated by its internal fleet

operations (Scope 1/tCO

Scope 2: Indirect emissions from the use of purchased electricity and gas (Scope 2/tCO

Scope 3:Emissions generated by employee commuting, cloud services, AI model & flights (Scope 3/tCO

1,124

188

1,312

359

Total gross scope 1, 2 & 3 emissions: /tCO

1,176

189

1,365

473

Energy consumption used to calculate above emissions: /kWh (Scope 2)

333,068

N/A**

333,068

361,773

Scope 1, 2 & 3 Intensity Ratio (tonnes of CO

per £m of revenue)

Methodology (i) Scope 1 and Scope 2 emissions have been reported where the Group has operational control of a property or asset. This includes emissions from driving activities as detailed in note (ii). (ii) CO

emitted from driving activity comprising business vehicle

travel (Scope 1) and employee commuting (Scope 3) is the result of analysis of mileage, vehicle and employee commute data for FY25 to quantify the total mileage and CO

emissions across internal operations (company cars and employee commutes). The mileage of

vehicles was extracted from the Groups expense system. Employee home and work postcode information was used to calculate commuting distances, with an average C0

emissions per mile (based on the UK average) used to calculate total emissions (iii) Other than

employee commuting, Scope 3 emissions are reported from flight information extracted from the Group’s expense system. (iv) We use the latest UK Government GHG Conversion Factors for Company Reporting, published by DEFRA, to calculate our greenhouse gas

emissions.

*Table includes UK, South African, North American and Seez operations. The disclosure of other overseas operations is immaterial. **Global KWH not available as offices are managed service buildings.

Strategy and

business objectives

Strategic risks

Financial risks

Operational risks

Compliance risks

Risk management and internal

controls

Accountability

The Board is accountable for overseeing risk

management and internal controls to ensure the

Group’s objectives are achieved.

The control system established by the Board

addresses both financial reporting and the

mitigation of business and operational risks.

Designed to manage rather than eliminate risks,

this system offers reasonable assurance, but not

absolute certainty, against material misstatement

or loss.

Financial reporting

The executive directors lead the preparation

of the Group’s annual corporate plan, which

is then reviewed and approved by the Board.

Performance is monitored monthly to track

progress against the plan, and revised forecasts

are presented for Board approval as needed

throughout the year. To ensure compliance with

relevant accounting policies, internal reporting

data is thoroughly reviewed.

These reviews focus on the application of IFRS

and the integrity of the Group’s financial control

systems. Designed to provide accurate and

reliable reporting, these controls ensure a

true and fair representation of the Group’s

financial position.

Operational and other risks

Operational management is empowered by the

Board to identify and assess risks faced by the

Group’s businesses daily, with support from the

Risk Control Group (RCG). Risk evaluations are

conducted through both top-down and bottom-

up approaches. The contents of the risk registers

are regularly reviewed and discussed with

senior management and within our governance

committees to ensure comprehensive oversight.

The approach to risk control and the work of

the RCG are described on page 39. The Group

remains committed to the principles of the

three lines of assurance model. In addition to

management’s core responsibilities, we deploy

specialised second-line support and oversight

for key risks through dedicated teams, including

Finance & Insurance and Health & Safety, ensuring

comprehensive risk management.

Risk Overview and Management

Optimising risk strategies

in automotive retail

Principal risks

Acknowledging that all businesses involve

inherent risks, the Board adopts a proactive

approach to continuously identify and review

risks that could lead to significant deviations

between actual and expected future Group

results. The Board remains committed to

conducting thorough assessments of the

Group’s emerging and key risks, ensuring

alignment with our strategic goals and overall

business objectives.

The table on pages 30 to 32 is an overview

of the principal risks faced by the Group,

with corresponding controls and mitigating

factors. The risks outlined are not meant to

be an exhaustive list of all potential risks and

uncertainties. During FY25 the RCG continued

to review all business risks, updating our risk

These risk factors should be considered

alongside the Group’s risk management

system, as detailed below and in the Corporate

Governance Report on page 39.

Change in risk from 2024:

Increased

Decreased

No change

Risk Overview and Management

Impact

Information and

cyber security

People

Customer and sales

partners

Execution and

scalability

Technology and

information systems

Competition and

market changes

Micro-economic,

political and

environmental

Business resilience and

compliance

Probability

Risk heat map

Information and cyber security

Failure to deliver or maintain robust cyber-security credentials throughout our Dealership Management

System (DMS) services

Failure to protect our software assets from security threats and vulnerabilities

Failure of Third-Party Hosting Service

Failure to comply with legal or regulatory requirements relating to data security or data privacy in the

course of our business activities

Impact before mitigation

This could impact our customers’ ability to efficiently

operate their dealerships, resulting in potential data

loss, diminished competitive advantage, and exposure

to regulatory scrutiny, which could lead to fines

and penalties

This could result in intellectual property theft, system

sabotage, data loss, or misuse, potentially causing

significant reputational damage. Additionally,

regulatory penalties, including fines and criminal

sanctions, may be imposed, leading to business

disruption and impairing our ability to serve customers.

These factors could materially impact our financial

performance

The business actively monitors cybersecurity

threats, leveraging robust systems and

streamlined processes to swiftly detect,

respond to, and mitigate incidents affecting

its services

This is demonstrated through our

ISO27001 certification

Our cyber liability insurance includes access

to a dedicated Cyber Incident Response

Centre, ensuring expert support and rapid

crisis management when it matters most

People

Failure to retain key personnel or recruit the necessary additional talent to deliver our strategic ambitions

Impact before mitigation

This may hinder the timely and high-quality execution

of our business strategy, potentially impacting overall

performance and long-term growth

We could fail to meet our financial targets which could

negatively impact our performance and customer

satisfaction, with potential service disruptions and

development delays affecting overall business outcomes

The loss of key personnel could disrupt our development

pipeline, impact product quality, and weaken relationships

with customers and key brand partners, potentially

affecting long-term growth and operational stability

A shortage of resources may lead to declining colleague

engagement and wellbeing, potentially affecting

productivity, morale, and overall business performance

Our dedicated HR team actively tracks

employee satisfaction using a blend of

quantitative data and qualitative insights,

ensuring a dynamic and responsive

approach to workforce engagement.

Talent Management & Recruitment

programme

The Pinewood Academy offers a dynamic,

multi-step career roadmap that highlights

clear and exciting growth opportunities

Pinewood Academy graduates have a high

employee retention rate

Comprehensive employee assistance

programme

Customer and sales partners

Failure to deliver the service levels we have agreed with customers and sales partners

Failure to fulfil the ongoing contractual agreements we enter with our customer and sales partners

The loss of a key customer or sales partner would have

a notable impact on profitability, presenting a challenge

to sustained growth

Customer dissatisfaction, leading to penalties and

potential litigation, straining relationships and causing

reputational damage, which would have an impact on

our ability to achieve key strategic objectives

Increased strain on colleagues arising from the

additional workload to the extra work caused by any

delays in planned implementation timelines or customer

service levels

Dedicated Business Account Management

team in place. Each major customer is

assigned a dedicated account manager to

offer tailored support and expert guidance.

Regular meetings with customers aiming

to identify any issues, and enhance user

experience with demos of new features

Appointment of regional directors to ensure

focus is maintained as the business expands

into new markets

Acquisition of sales partner business

where appropriate

We conduct weekly reviews of our

Development Backlog Priorities to ensure

alignment and progress. Additionally,

we regularly assess the feasibility of

agreed-upon customer timelines and

maintain clear communication to manage

expectations effectively

Backups are securely stored across multiple

geographic locations within Azure, ensuring

enhanced data protection and resilience

Execution and scalability

Failure to implement our strategy effectively through inability to deliver product development or sales

growth in-line with the business plan

The failure to meet our financial targets could result in

the alienation of key stakeholders, a loss of customers,

and a diminished ability to invest in the future growth of

the business

Rigorous Quality Assurance tests are

conducted for every piece of development

work, ensuring the highest standards of

performance and reliability

Risk assessments are a mandatory and

integral part of the development process,

ensuring proactive identification and

mitigation of potential challenges

Appointment of regional directors to ensure

focus is maintained as the business expands

into new markets

Technology and information systems

Failure to maintain current technology, or identify and adapt to new technological opportunities

This could lead to a significant risk to our operational

effectiveness, potentially resulting in the loss of critical

information and competitive advantage. It could expose

us to regulatory scrutiny, leading to fines and penalties,

further impacting our business stability and reputation

This could constrain growth and expand

operational risks

The Product Team conducts multi-level

sign-offs, ensuring thorough pre-release

functionality reviews with key stakeholders.

We proactively provide customers with

development release notes ahead of

each launch

Continuous investment in Development

(approx. 25% of revenue)

Our Microsoft partnership empowers

the business to leverage cutting-edge

technology and tools, driving innovation and

enhancing operational capabilities

Pursue targeted acquisitions where

purchase delivers greater speed, scale or

value than building organically e.g. Seez

Change in risk from 2024:

Increased

Decreased

No change

Competition and market changes

Failure to meet competitive challenges such as entry of a new competitor, competitor consolidation, or

changes to the franchise dealer networks or operating model

The continued relevance of our Dealership

Management System may be at risk if we fail to adapt

to evolving customer needs

Customers migrate to alternative software providers.

Revenues and profits may decline due to competitive

pressures and/or shifts in the customer base

Adoption of agile development

methodology, coupled with continuous

research into emerging technologies,

positions Pinewood as a leader in

innovation. Our technological advancement

makes the DMS market increasingly

unattractive to new entrants, solidifying our

competitive edge

Keen awareness of potential market

entrants and emerging technologies

and embracing agile development

methodologies. Regular monthly

management reviews ensure we stay

ahead of trends and continuously optimise

our strategy

Pursue targeted acquisitions where

purchase delivers greater speed, scale or

value than building organically

Increased

Decreased

No change

Micro-economic, political and environmental

Global economic and business conditions deteriorate, impacting customers’ willingness or ability to pay

for our software or adopt a new system

Failure to manage or mitigate currency exchange rate fluctuations

Potential disruption to software implementations and client support due to deteriorating global conditions

and restricted international mobility

Loss of a key customer reducing profit and/or

limiting growth

Delays in customer payments or instances of customer

insolvency can negatively impact cash flow and

liquidity, posing a risk to financial stability

Financial results are negatively affected by losses

arising from foreign exchange rate changes

Lost revenue from failed implementations and support

Aged debts are actively and effectively

managed to maintain financial stability

Customer deposits are secured to safeguard

against the risk of customer insolvency

We maintain a portfolio of multi-currency

bank accounts, enabling us to convert

currencies at a predetermined future

fixed value or when exchange rates are

most favourable

Remote communications software (Teams

etc) and a SaaS product allows us to support

and implement without a physical presence

Business resilience and compliance

Failure to comply with legal and other requirements across multiple territories and respond to changes

which could have a material effect on our business model

Failure to manage the increased demands and costs of operating our organisation on a PLC basis

Failure to respond to changes in legislation, such as in relation to environmental, employment, and

governance, which could lead to shareholder and other stakeholder dissatisfaction

Business disruption may arise from insufficient

knowledge of territory-specific regulatory requirements

and/or the lack of appropriate operational and

financial controls

This could result in fines, criminal penalties, litigation

and adversely affect our reputation, financial

performance and/or our ability to conduct business

Resources are diverted to address urgent remediation,

as well as taking proceedings or defending legal or

regulatory action

Before we enter a new market, we carry out

preentry market evaluation, which includes

seeking legal advice and understanding

national compliance requirement

We conduct proof of concept

implementations and regularly review other

ERP systems within those markets to ensure

we remain competitive and responsive to

evolving customer needs

Viability Statement

In accordance with provision 31 of the UK Corporate Governance Code, published by

the Financial Reporting Council in January 2024 (the ‘Code’), taking into account the

company’s current position and principal risks, the Directors have assessed the viability

and prospects of the company over the three-year period to 31 December 2028.

The Directors believe this period to be appropriate as the Group’s strategic planning

encompasses this period.

The Group’s three-year review considers the

Group’s profit and loss, cash flows, debt and

other key financial ratios over the period. At the

start of this period, the Group had £34.1m of cash

and during this period, the three-year review

forecasts indicate that the Group will be

cash generative.

These metrics are subject to a stress-test that has

a 10% reduction in forecast revenue. Given the

Group’s activity is Software as a Service (SaaS),

with net customer ‘churn’ of 2.5%, new large

customers being on 5 year contracts and annual

price increases for all customers, this is a severe

but plausible downside scenario. When the 10%

revenue reduction was applied in the three-year

period, the Group still remained cash flow positive

in the period. The Group has a £10m RCF facility

that they do not expect to utilise. It is assumed

that an equivalent facility will be available beyond

the facility expiry date.

Whilst the Group is forecasting significant growth

in both Seez and Pinewood North America during

this period (some of which is not yet secured via

contract), given the level of starting cash and the

cash generative nature of this growth plus the

ability to mitigate associated costs, the Directors

consider that any further risk beyond the 10%

reduction in revenue modeled would not result in

cash resources being significantly impacted such

that it would impact on the Group’s viability.

Based on the results of this analysis, the Directors

have a reasonable expectation that the company

will be able to continue in operation and meet

its liabilities as they fall due over the three-year

period of their assessment. The Directors are

mindful of the potential impact of a macro-

economic downturn but after assessing the risks do

not believe there to be a material risk to viability.

In addition, further discussion of the principal risks

affecting Pinewood Technologies Group PLC can

be found within the Annual Report and Accounts

on pages 30 to 32.

The risk disclosures section of the consolidated

financial statements set out the principal risks

the Group is exposed to, including information

and cyber security, people, customers and sales

partners, execution and scalability, technology

and information systems and competition &

market changes. The Board considers risks

during the year through the Risk Control Group

and annually at a Board meeting with ad hoc

reporting as required.

The principal risks and the mitigation steps that

the Board considered as part of this viability

statement were as follows:

Failure to deliver or maintain robust cyber

security credentials throughout our system.

We mitigate these risks by monitoring cyber

security threats and having systems and

processes in place to deal with incidents,

which is demonstrated through the ISO 27001

certification. We also have cyber liability

insurance in place, that includes Cyber Incident

Response Centre, providing access to expertise

to assist during a crisis

The ability to retain key personnel or recruit

the necessary additional talent to deliver our

strategic ambitions. We mitigate these risks

through a dedicated HR team and a talent

management & recruitment programme

During FY25, the Board carried out a robust

assessment of the principal risks facing the

Group, including those that would threaten its

business model, future performance, solvency

or liquidity. The Directors believe that the Group

is able to manage its business risks successfully,

having taken into account the current economic

outlook and the results of the severe but plausible

downside scenario for the three-year viability

period. Accordingly, the Board believes that,

taking into account the Group’s current position,

and subject to the principal risks faced by the

business, the Group will be able to continue in

operation and to meet its liabilities as they fall due

over the three year period assessed.

This strategic report was approved by order of

the Board.

Ollie Mann

Chief Financial Officer

Directors’

Report

Board of Directors

The Non-Executive Board

Corporate Governance Report

Audit Committee Report

Nomination Committee Report

Remuneration Committee Report

Directors’ Remuneration Report

Statement of Directors’ Responsibilities

Company Secretary

Ollie Mann

Registered Office

2960 Trident Court Solihull

Parkway Birmingham Business

Park

Birmingham B37 7YN

Telephone 0121 697 6600

Registered in England and Wales

www.pinewood.ai

Registered number 2304195

Bill Berman

Bill joined the company on

18 April 2019 as a Non-

Executive Director, and

became Chief Executive

Officer on 19 February 2020.

Formerly the President and

Chief Operating Officer

of AutoNation, the largest

automotive retailer in

America, Bill has executive

experience in the effective

deployment of automotive

technology management

systems, enabling him to

provide effective leadership

of Pinewood’s Board and

advise in relation to the

Company’s future strategy.

Chief Financial Officer

Ollie joined the company

in December 2005.

He previously worked at

Deloitte, where he qualified

as a chartered accountant.

He has held a number of

senior finance roles across

the then wider organisation

including Group Financial

Controller and Director of

Group Finance. Ollie had a

key role in the disposal of

the UK Motor and Leasing

divisions of the Company

to Lithia Motors, Inc. Ollie’s

accounting, financial and

investor relations experience

adds significant value to

the Board.

Ian Filby

Non-Executive Chairman

Ian joined the company

on 01 November 2021 as

non-executive chairman,

following a 40 year career

in retail, a large proportion

of which was spent with

Alliance Boots. In his last

executive role, Ian was the

chief executive officer of

furniture retailer DFS, which

significantly increased

its market leadership in

both online and in physical

stores during his tenure;

Ian’s extensive executive

experience enables him to

provide effective leadership

of Pinewood’s Board and

advise in relation to the

company’s future strategy.

Jemima Bird

Non-Executive Director

Jemima joined the company

on 10 July 2023. Jemima is

the founder of Hello Finch

Limited, a strategic brand

and marketing consultancy

alongside being a Non-

Executive Director and

chair of the Remuneration

Committee for both Headlam

Group PLC and Revolution

Bars PLC, where she is also

the Senior Independent

Director. Jemima brings three

decades of retail experience

across multiple consumer

sectors including food, fashion

and leisure.

Brian Small

Non-Executive Director

Brian joined the company on

10 December 2019, following

an extensive executive

career in the retail sector,

where most recently he

held the position of Chief

Finance Officer at JD

Sports Fashion Plc between

2004 and 2018. Brian is

also non-executive director

and chairman of the Audit

Committee of Mothercare

Plc. Brian qualified as a

chartered accountant with

Price Waterhouse in 1981,

and with industry experience

across a range of retailers,

he brings additional financial

and strategic perspectives to

Key to memberships, roles and

re-election status during FY25

Audit Committee Member

Nomination Committee Member

Remuneration Committee Member

Senior Independent Director

Chairman of Committee

Audit committee member with

recent and relevant financial

experience

0–3 years

4–7 years

7+ years

30.0%

10.0%

60.0%

Tenure

Ethnic Background

90.0%

10.0%

White British or other White

Asian/Asian British

Gender Diversity

20.0%

80.0%

Male

Female

Chris Holzshu

Chris joined the Pinewood

board on 31 January 2024

and served as Executive

Vice President and Chief

Operations Officer for Lithia

& Driveway (LAD) until 31

January 2026, at which

point Chris was deemed

to be Independent. Since

joining LAD in 2003, the

organisation has experienced

tremendous growth under

his leadership. LAD is the

number one automotive

retailer in North America.

Over the past two decades,

Chris’ leadership experience

at LAD also includes serving

as a Chief Financial Officer,

Chief People Officer and

Chief Operating Officer which

position him to bring a unique

operational and change

management perspective to

the Pinewood Board.

George Hines

Director

George joined the Pinewood

board on 31 January

2024, and brings 30

years of software product

development and digital

transformation leadership in

retail, eCommerce, hospitality

and live event marketing to

our Board. George served

as the Chief Innovation &

Technology Officer for Lithia

& Driveway (LAD), driving

digital innovation, technology

strategy and execution.

Additionally, he brings a focus

on human-centred design

from customer and employee

experience transformations.

George’s international

work experience in South

America and Europe will

provide a global perspective

on leveraging auto retail

technology platforms for the

Pinewood Board. George

resigned as a Director of the

Board in 14 April 2026.

Dietmar Exler

Dietmar joined the company

on 20 April 2020, following

an extensive executive

career including experience

in the automotive sector,

banking and sports

management. Dietmar

currently serves as Chief

Operating Officer of AMB

Sports & Entertainment.

Prior to that, he held the

position of President and

of Mercedes-Benz USA

and Head of Region,

NAFTA Mercedes-Benz.

His previous automotive

sector specific executive

experience, enables Dietmar

to contribute the industry

perspective in relation to

the deployment of dealer

management systems and

is of significant value to

the Board. Dietmar was

appointed SID on

24 February 2021.

Board composition

Dr Robert Plant

Robert has over three

decades of experience

spanning technology,

strategy and education. He

is the founding Chair of the

Department of Business

Technology at the University

of Miami and an associate

professor at the University

of Miami’s Herbert Business

School. His innovative

work is focused on AI. He

has advised global firms

including Polen Capital,

the global asset manager,

and currently serves on the

advisory board of Arreva,

a fundraising and donor

management software

business. He has taught

executive MBAs across the

world and is a frequent

contributor on technology

issues to publications

including the Financial

Times, Forbes Insights and

Harvard Business Review.

Shruthi Chindalur

Shruthi has 25 years‘

experience across

technology, commercial

and go-to-market strategy.

She previously held senior

leadership roles at Oracle,

LinkedIn and Criteo, where

she led commercial strategy,

international expansion and

business transformation

across EMEA and the

Americas. She most recently

held a Non-Executive

Director role at The Access

Group for 4 years and is

currently a Non-Executive

Director at Bytes Technology

Group plc and Kainos Group

plc, in addition to her role as

an Advisory Board Member

at FirstParty Capital.

The 2024 UK Corporate Governance Code (Code) applies to the Company and is

available on the FRC website at www.frc.org.uk. During the period ended

31 December 2025, the Company complied with the majority of the applicable

provisions of the Code. While Provision 29 of the 2024 Code has been considered,

it is not a mandatory requirement. The Company therefore continues to apply

Provision 29 of the 2018 Code, which remains appropriate and effective for its

governance arrangements. The corporate governance statement as required

by the Listing Rules is set out below.

Our Board

The Board drives Pinewood’s strategic vision,

ensuring the financial, human resources and culture

are in place to achieve our objectives and sustain

long-term success. Collectively, they are dedicated

to steering the Company’s growth while upholding

our responsibility to stakeholders.

Our executive directors, led by the CEO, are

tasked with implementing the strategy through

the executive committee, which includes senior

management. This team ensures that our approach

considers environmental, social, and governance

(ESG) factors and operates within clearly defined

authority levels, such as capital expenditure limits.

Executives closely monitor business performance

and culture through regular operational meetings

with their leadership teams, continuously assessing

the effectiveness of key controls. They report to

the Board on performance metrics and address

any variances. The Board, in turn, oversees and

evaluates management performance to ensure

alignment with Pinewood’s strategic goals.

A comprehensive programme of workshops has

recently been completed to establish a baseline for

the existing corporate culture. After consideration

by the senior team, the results will be reported to

the Board. Outside of that process, employees

can ask questions regarding all aspects of the

business during our biannual conferences with the

Group’s Executive Management team, where the

ability to ask questions anonymously ensures that

workforce voices are heard clearly by the Board.

Our information sharing platforms include Teams

channels and our intranet, which provide timely and

relevant news to all. While the Company has not

appointed a director from the workforce, a formal

workforce advisory panel, or a single designated

non-executive director, the Board considers these

existing methods including the conferences, digital

forums, and the employee share investment scheme

to be highly effective alternative arrangements.

These mechanisms provide a broad and consistent

flow of information that allows the Board to monitor

culture and address workforce concerns effectively.

While the Board entrusts the Chief Executive

Officer and Chief Financial Officer with the primary

responsibility of engaging with key stakeholders,

the Non-Executive Chairman remains readily

accessible. During the year, the Chairman

maintained regular dialogue with the Company’s

Top 10 shareholders through various channels,

including face-to-face meetings, email, and at the

NADA show. In accordance with Provision 3 of the

Code, Committee Chairs also sought engagement

on matters relevant to their responsibilities; Ms Bird

engaged with shareholders regarding Remuneration

and reviewed relevant Proxy Reports to ensure the

Board maintains a clear understanding of investor

views. Insights gathered from these engagements

are shared across the entire Board, ensuring they

are fully integrated into our financial planning and

strategic decision making processes.

The Nomination Committee continues to lead the

process for appointments and succession planning,

with minutes maintained as evidence of an orderly

and diverse pipeline for both the Board and senior

management. The Audit Committee manages the

external audit relationship in line with the Minimum

Standard, ensuring the auditor has full access to

staff and records and monitoring their independence

and objectivity. Furthermore, the Board monitors the

company’s internal control framework, prioritising

material controls such as SOC 1 and SOC 2.

SOC 1 and SOC 2 are independent audit reports

that assess a service organisation’s internal controls,

with SOC 1 focusing on controls relevant to financial

reporting and SOC 2 focusing on operational

controls, including data security.

Executive remuneration schemes, including

Remuneration Committee incentive plans, promote

long-term shareholdings. All Director contracts and

LTIPs include robust malus and clawback provisions

to enable the recovery or withholding of sums

in specific circumstances, such as misconduct or

financial misstatement.

The Board is committed to ensuring the workforce

can raise concerns in confidence and, if they wish,

anonymously.

Governance framework

Pinewood Technologies Group PLC Board

Main Board committees

Executive

Committee

Nomination

Committee

Remuneration

Committee

Audit

Committee

ESG

Committee

Risk Control

Group

Operational meetings

While whistleblowing has historically been reported

via our standalone HR department, a new third-

party whistleblowing service went live in February

2026 to provide further independence. This service

will ensure the proportionate and independent

investigation of concerns, with the Board routinely

reviewing reports and follow-up actions to ensure

the control environment remains robust.

The Board operates robust conflict management

procedures to ensure that the influence of third

parties does not compromise independent

judgement. Specifically, a formal declaration of

interest is in place regarding Lithia Motors Inc.,

and the Board has deemed its conflict clearance

processes effective in managing this relationship.

The responsibilities of the Chair, CEO, and

committees are clearly defined in writing and made

publicly available. To assist Board effectiveness, the

Chairman conducted individual meetings with each

Director and met with the non-executive directors

separately from the executive team. The Committee

ensures that notice or contract periods for directors

are one year or less, ensuring compensation

commitments do not reward poor performance.

When making new appointments, the Board takes

into account other demands on directors’ time.

For the recent executive recruitment, the Board

engaged third-party agency, TENO to ensure

a rigorous process. The Board confirms that all

directors disclose significant commitments prior to

appointment and that no director has undertaken

additional external appointments without prior

Board approval.

The Board operates through three key committees

Audit, Nomination, and Remuneration composed

exclusively of non-executive directors, ensuring

robust governance and independent oversight.

Complementing these is the Risk Control Group

(RCG), which comprises the CFO, the company

secretary and a number of senior operational

leaders. Senior management from the Group’s

operational functions are brought into the RCG

as needed, providing flexibility and specialised

expertise to address evolving priorities.

Additionally, the Board has established an

Environmental, Social, and Governance (ESG)

Committee, tasked with guiding the Board in

reviewing and enhancing the Company’s strategies,

policies, and performance on ESG matters. The

committee identifies opportunities for improvement,

evaluates the Company’s environmental and social

impact, while ensuring the Board stays informed

about the processes and mechanisms in place for

engaging key stakeholders on sustainability issues.

Each committee operates under delegated

authority and clear terms of reference established

by the Board, which are reviewed annually and

made available on the company’s website. The

following pages of this Report outline the work of

each committee. Executive Directors may attend

committee meetings when relevant to their business,

but only with prior approval from the committee.

A primary focus this year has been the

implementation of our roadmap toward SOC 2 and

SOC 1 compliance for our global operations. The

Committee specifically identified segregation of

duties and platform-wide permissions as material

focus areas within our digital infrastructure. To

further mitigate the risk of financial misstatement,

we have overseen the integration of AI-driven

enhancements within our financial control systems

to reduce the potential for human error.

Furthermore, the Board’s oversight of the South

African buyout led to an outcome that significantly

outperformed initial expectations, delivering a 25%

return and performing £2.6 million ahead of our

initial matrix. These results demonstrate that our

governance framework is successfully converting

strategic intent into measurable shareholder value,

ensuring that the Board’s time is effectively spent

on drivers of long-term sustainability.

Leadership and board composition

As at 22 April 2026, the Board comprises two

executive directors, seven non-executive directors,

(including the non-executive chairman) and two

director nominated by Lithia Motors Inc. Chris

Holzshu left Lithia Motor Inc. on 31 January 2026

and is still on the Pinewood Board but is no longer

a Lithia representative. On 14 February 2026,

Tina Miller was appointed to the Board as Lithia’s

Board representative in place of George Hines,

who resigned from the Board on 14 February 2026

The respective responsibilities of the Board, the

non-executive chairman and the chief executive are

clearly defined by the Board in formal responsibilities

documents, which the Board reviewed, readopted

in April 2023 and available at https://pinewood.

ai/investors/investor-relations/corporate-

governance/. The roles of chief executive officer

and non-executive chairman are fully segregated.

The Board remains committed to the progressive

refreshing of our membership, so as to maintain the

right balance of skills, experience, independence

and knowledge of the Company to enable us to

continue to operate effectively. The Board considers

that an appropriate combination of executive and

non-executive directors is in place in accordance

with the Code.

As noted below, in accordance with the Code, all

Directors will be subject to annual re-election at the

Annual General Meeting of the company. Details

of the Directors offering themselves for election in

2026, together with directors’ brief biographical

details appear on page 35, and gender balance

details are on page 45.

The Board operates with clearly defined roles, and

the Chairman met with Non-Executive Directors

separately during the year to assess board

effectiveness. All directors have access to the advice

of the Company Secretary, Heena Chowdhury.

Non-executive directors and

independence

The non-executive chairman (who, on appointment

to that role, fulfilled the requirement to be

independent) has ensured that the Board performs

effectively through a well-functioning combination

of Board and Committee meetings and other

appropriate channels for strategic input and

constructive challenge for non-executive directors.

The remuneration of non-executives directors

is determined by the Board and non-executive

agreements can be terminated at one month’s notice

by either the director or the Board.

The chairman has had meetings with the non-executive

directors without the executive directors present,

where necessary, to assist Board effectiveness, and,

following the 2025 year end, conducted individual

meetings with each director to arrive at his and

the Board’s assessment of the directors’ respective

contributions, training needs and independence. Led

by the senior independent director, the non-executive

directors have assessed the chairman’s effectiveness

in his role.

The Board has routinely operated conflict

management procedures and has deemed these

procedures effective. Through these, and the

evaluations which are described below, we have

concluded that:

the Board’s collective skills, experience, knowledge

of the company and independence allow it and

its committees to discharge their respective

duties properly;

the Board and each of its committees is of the

right size and balance to function effectively;

we have satisfactory plans for orderly succession

to Board roles;

the non-executive chairman and respective

committee chairs are performing their

roles effectively;

all non-executive directors are independent in

character and judgement;

up to the end of 31st July 2025, other than the

Lithia-appointed directors, and Bill Berman,

Ollie Mann and Dietmar Exler being on the associate

Board, which will be managed through the conflict

clearance process, no director has any relationships

or circumstances which could affect their exercising

independent judgement; and

the non-executive chairman and each of the non-

executive directors is devoting the amount of time

required to attend to the company’s affairs and their

duties as a Board member.

Board evaluation

In FY25, the Board and its committees carried out

formal evaluations of their effectiveness, focusing on

key areas from the Code, governance best practices,

and corporate standards. The non-executive

chairman, committee chairs, and the full Board

reviewed the results, with the non-executive chairman

incorporating recommended improvements into our

2026 Board programme. For more information on

our approach to individual and Board evaluations,

please visit the company’s website.

The Board remains committed to the highest

standards of corporate governance and continues

to monitor its own performance to ensure long-term

success. The Chair commissioned a regular board

performance review facilitated by an independent

third party, moving away from the previous

approach of simply considering the requirement

on an annual basis. This ensures a more robust,

independent evaluation of our leadership dynamics

and strategic oversight.

Re-election of directors

In accordance with the UK Corporate Governance

Code, all current directors will be subject to annual

re-election or election (in the case of new directors)

at the AGM.

Information and support

To ensure well-informed and thoroughly debated

decisions, the Chairman sets the Board’s agenda well

in advance, allowing time for detailed information

to be shared with all directors ahead of meetings.

Following a formal decision by the Board, Heena

Chowdhury has stepped into the role of Company

Secretary. The Company Secretary plays a critical

role in facilitating the flow of information within the

Board and its committees. All directors have direct

access to the advice and services of the Company

Secretary, who is responsible for advising the Board,

through the Chairman, on all governance matters,

statutory obligations, and procedural rules.

Directors also have access to expert support on legal

and procedural issues, as well as guidance for their

induction and ongoing professional development.

Additionally, all directors have the right to seek

independent professional advice at the Company’s

expense and to receive information from the

Company and other Board members as necessary

to make informed decisions and effectively fulfil

their duties.

How the Board manages risk

The Board and its Committees operate within

a structured meeting agenda that ensures

all relevant risks are identified and managed

through appropriate controls. We closely review

management information to establish operational

oversight and track performance against our

strategic goals and business plans. Non-executive

directors take a leading role in overseeing financial

and performance reporting, ensuring steady

progress towards our objectives.

The Board also evaluates the effectiveness of

internal controls and risk management. To mitigate

risks across the Group, we have carefully reviewed

reports from the Risk Control Group, addressing

any material issues that arose. After implementing

necessary mitigations, the Board has confirmed that

the control environment is now effective.

Work of the risk control group

The RCG, made up of the chief financial officer,

operations and compliance director, technical

compliance leader and, by invitation, other

members of the Group’s senior operational and

financial management, meets regularly to consider

the detailed work on risk assessment performed

by leaders and key business areas and oversees

the effective implementation of new measures

designed to mitigate or meet any specific risks or

threats. The RCG reports to the Audit Committee

on its work. The Board and any of its committees is

able to refer specific risks to the RCG for evaluation

and for controls to be designed or modified; this

occurs in consultation with executive management.

The executive directors are responsible for

communicating and implementing mitigating

controls and operating suitable systems of check.

The RCG met 3 times in FY25.

In addition to reviewing and refining the Group’s

corporate risk register for Board review and

adoption, the RCG continues to monitor and review

the Group’s anti-bribery controls, including the

development of e-learning, gifts and hospitality

training, Modern Slavery Act 2015 awareness and

Board Attendance

Current Directors

Board

Audit

Nomination

4/4

N/A

Jemima Bird

4/4

1/1

2/2

Dietmar Exler

4/4

2/2

Ian Filby

4/4

N/A

Brian Small

4/4

N/A

Chris Holzshu

1/1

George Hines

Shruthi Chindalur

1/1

Dr. Robert Plant

1/1

The table above outlines the attendance of our Directors at scheduled meetings during FY25. Note that

Dr. Robert Plant and Shruthi Chindalur joined the Board in 14 October 2025, attending all meetings held

since their appointment.

further initiatives designed to reduce incidences

of theft and fraud. The RCG ensures any internal

control deficiencies identified are swiftly remediated.

Executive directors remuneration

Executive director remuneration is made up of

both fixed and variable elements. The variable

elements include annual bonus and Long Term

Incentive Plans (LTIPs). Underlying EBITDA and Total

Shareholder Return are two of the key metrics used

in determining the variable element as these have

been identified by our shareholders as key metrics.

No discretion has been used to determine executive

director remuneration for FY25. Any executive

director annual pay rise dates have been aligned

with pay rise dates for the wider workforce. Variable

pay metrics for the wider workforce has been

updated such that targets for senior management

are now aligned to the executive directors.

How the Board managed associate risk

Until the acquisition on 31 July 2025, the Board had

an associate, Pinewood North America, LLC, in which

it had a 49% investment. Three of the Pinewood

Board, Bill Berman, Ollie Mann and Dietmar Exler

were also Board members of the associate. They

ensured that any relevant financial, operational

and risk related information for the associate were

shared with the Pinewood Board in a timely manner.

This oversight was particularly critical as the Group

expanded its US footprint and integrated the Seez

platform into North American operations.

Post year-end committee changes

In December 2025, the Audit Committee agreed

that Chris Holzshu would replace Brian Small as

Chair of the Committee with effect from 30 April

2026 and Chris replaced Jemima Bird on the Audit

Committee at this time as part of the transition. As

Chris was still an employee of Lithia until 31 January

2026, this was a temporary breach of provision 24

of the Corporate Governance Code as Chris was

not deemed independent at this time. This was

considered to be resolved by 31 January 2026.. Chris

Holzshu left Lithia Motor Inc. on 31 January 2026,

and Lithia will appoint another director to the Board

in the first half of 2026. On 14 April 2026, Tina Miller

replaced George Hines as one of Lithia Motors Inc.’s

representatives on the Board.

Ian Filby

Non-executive Chairman

The Committee’s work for the period

beginning 1 January 2025

The Audit Committee met two times in the period

and this report describes its work and conclusions.

The committee has focused on ensuring the

integrity of financial reporting during a period

of continued strategic expansion. Following

the successful transition to RSM UK Audit LLP

as external auditor, we have scrutinised the

judgements surrounding our acquisition of Seez and

subsequent software capitalisation, acquisition of

Pinewood North America and the presentation of

non-underlying items, to ensure the Annual Report

remains fair, balanced, and understandable.

Financial statements review

The committee received the auditor’s

memorandum on the company’s FY24 financial

statements, discussed the auditor’s findings with

the auditor, satisfied itself of the integrity of

the financial statements and recommended the

financial statements for approval by the Board.

The Audit Committee is a committee of the Board and has been chaired by Brian Small since

January 2020 and is made up entirely of independent non-executive directors. Their names

and qualifications are on pages 35 and 36 and attendance at meetings in the table on page 39.

Audit risk considered by the committee

The information on pages 42 to 43 sets out the

key audit risks and judgements applied, for the

FY25 year end results, which the Committee

considered and discussed with the auditor, and

the Committee’s conclusions.

External auditor appointment

and performance evaluation

Following their appointment at the 2024 AGM,

RSM UK Audit LLP has served as the external

auditor throughout FY25.

This follows the mandatory rotation from KPMG

in the prior period.

The Committee evaluated RSM’s effectiveness

and independence during the period by:

applying exclusively objective criteria;

evaluating the ability of the audit firm

to demonstrate its independence;

assessing the effectiveness of the audit firm in

the performance of its audit duties; and

assessing the audit firm’s adherence to

applicable professional standards.

monitors the integrity of the financial

statements and formal announcements

and reviewing significant financial

reporting judgements contained in them

reviews and approves the Annual

Report and Accounts for adoption

by the Board

recommends to the Board the selection

of the external auditor and its terms

of appointment and monitors its

effectiveness and independence

governs policy for the allocation of

non-audit work to the audit firm

reviews internal controls and

risk management

reviews and monitors whistleblowing

arrangements

provides advice whether the annual

report and accounts taken as a whole is

fair and balanced and understandable

reporting to the Board on how it has

discharged its responsibilities

Key Responsibilities

of the Audit Committee

Commiee

members

Commiee

meetings

100%

Meeting

aendance

Review of non-audit services

The committee reviewed the company’s policy

on its use of its audit firm for non-audit work.

Its main principles are that the auditor is excluded

from providing certain non-audit services the

performance of which is considered incompatible

with its audit duties, but is eligible to tender for

other non-audit work on a competitive basis and

can properly be awarded such work if its fees and

service represent value for money. The policy

can be viewed on the company’s website. No

non-audit services were provided by RSM during

the period.

A full statement of the fees paid to RSM UK Audit

LLP for work performed during the year is set out

in note 2.5 to the financial statements. Having

satisfied itself on each item for its review, the

Committee reported to the Board that

RSM UK Audit LLP performed services in the

role of Reporting Accountant in respect of the

prospectus to support the acquisition of the

further 51% of Pinewood North America LLC.

The fees for this were £148,000.

The ratio of non-audit to audit fees was 0.38:1

in FY25 (FY24: 0.0:1).

Review of risk management

and internal controls

The Committee reviewed the effectiveness of

the company’s system of internal control and

financial risk management during the financial

period. It received reports from the RCG on each

of these areas whose work is described on page

29 on the company’s risk register, emerging risks

and corresponding internal controls. It scrutinised

the key risks register, as revised by the RCG, and

approved it for adoption by the Board. Its work

informed and supported the Board’s assessments

detailed under ‘How the Board manages risk’

on page 39. During FY25, the Committee re-

assessed the need for an internal audit function.

It concluded that the work of the RCG provides

a sufficiently high level of detail and mitigation

planning, and therefore recommended that

a separate internal audit function is not

currently required.

Review of anti-bribery controls

and whistleblowing

The Committee reviewed anti-bribery controls

and whistleblowing procedures. In February

2026, the company rolled out a third-party

whistleblowing service to provide further

independence. This service will ensure the

proportionate and independent investigation

of concerns, with the Board routinely reviewing

reports and follow-up actions to ensure the control

environment remains robust.

There have been no incidents of actual corruption

or bribery recorded in our businesses in FY25.

Board evaluation

The Board and its committees conducted formal

evaluations of their effectiveness in FY25,

addressing questions based closely on the Code,

applicable good governance topics and drawn

from best corporate practice. The results were

reviewed by the non-executive chairman, the

Committee chairs and the Board as a whole and the

non-executive chairman has factored suggested

improvements into our FY24 Board programme.

More details on the Board’s approach to individual

and Board evaluation are on the company’s website.

Capitalisation of software intangible assets

Acquisition of Pinewood North America

Audit risk considered by the Committee

The Group has capitalised software

development costs. There is judgement in

determining whether the Pinewood and Seez

systems are each a single asset or whether

it would be more appropriate to identify

a number of separate assets. The Group

considers the systems to be two assets.

There are also judgements and estimates in

determining the method for calculating the

development time and costs associated with

capitalised development costs.

Evidence considered and conclusion reached

The Committee reviewed management’s

approach to determining the Pinewood and

Seez systems are each single assets which are

continuously developed. It was noted that the

same version of the system is deployed in all

countries that customers operate in and that

updates are rolled out globally. The Committee

considered the judgements and estimates

in calculating the amount of capitalisable

development expenditure. The Committee

concluded that it is appropriate to consider

Pinewood and Seez as single systems and

that the approach to calculating capitalisable

development costs is reasonable.

Audit risk considered by the Committee

The Group acquired a 51% share in Pinewood

North America LLC, requiring a complex

purchase price allocation exercise under IFRS 3.

Significant judgement was required in valuing

the consideration, identifying intangible assets

(Customer Contracts vs. Reacquired Rights),

and determining the appropriate model

for valuation. There was also complexity in

‘unwinding’ the previous associate accounting

and determining the Useful Economic Life

(UEL) of the identified assets.

Evidence considered and conclusion reached

The Committee reviewed the conclusions of

management’s accounting paper concerning

the acquisition and the related purchase price

allocation exercise. In doing so, the Committee

considered the external auditor’s findings. The

Committee concluded that the final accounting

treatment, including the recognition of a

customer contract intangible asset and the

UEL assessment was appropriate.

These are the key risks considered by the committee:

Acquisition of Seez

Presentation of items as non-underlying

In March 2025 the Group completed the

acquisition of Seez, requiring a complex purchase

price allocation exercise under IFRS 3. There was

significant judgement involved in the valuation

assigned to capitalised software and to the Seez

brand, particularly in relation to the revenue

growth assumptions used in the purchase price

allocation calculations.

The Committee reviewed management’s

conclusions concerning the acquisition and the

related purchase price allocation exercise. In

doing so, the Committee considered the work

of valuation experts engaged by management

as well as the external auditor’s findings. The

Committee concluded that the final accounting

treatment, including the recognition of

additional software assets and the Seez brand

was appropriate.

The Group uses Alternative Performance

Measures (APMs) to present ‘underlying’

results, which involves significant judgement

as accounting standards do not strictly

define non-underlying items. Key risks

include the potential for misclassification to

meet bonus targets and the treatment of

the entire losses of Pinewood North America

LLC as non-underlying.

classification of non-underlying items and

challenged whether certain costs should instead

be treated as part of normal trading operations.

The Committee specifically discussed the

treatment of Pinewood North America LLC’s

losses as non-undelying and the rationale for the

chosen presentation. The Committee coordinated

with the Remuneration Committee to ensure

that the final presentation of underlying results is

appropriate for the assessment of management’s

bonus targets. The Committee concluded that the

approach taken was reasonable.

Accounting for warrants

In February 2025 the Group entered into a

contract with Global Auto Holdings (GAH)

to implement the Pinewood platform. In

recognition of the significant scale of this

contract, the Group issued 6,098,093 warrants

to an affiliate of GAH. Accounting judgements

and estimates were required in classifying the

warrants as debt liabilities, in calculating their

fair value and in determining that the initial

fair value of the warrants will be amortised

as a reduction of revenue over the term of

the contract, matching the pattern of service

delivery to GAH.

assessment of the warrants issued to GAH,

specifically the accounting requirements under

IFRS 15 and IAS 32. In doing so, the Committee

considered the work performed by valuation

experts engaged by management as well

as the external auditor’s findings. Based on

these reviews, the Committee concluded

that management’s accounting treatment

was reasonable.

Approval

This report was approved by the Committee and

signed on its behalf by:

Chairman of the Audit Committee

Nomination Committee report

The Nomination Committee is chaired by Ian Filby, who assumed the role on his appointment

as non-executive chairman following his appointment in November 2021. The Nomination

Committee is made up entirely of independent non-executive directors. Their names and

qualifications are on pages 35 and 36 and attendance at meetings in the table at page 39.

The committee’s work in 2025

The Nomination committee met two times in FY25

and in early 2026 to conclude its ordinary year

end business. This report describes its work

and conclusions.

Review of Board composition

and balance

During FY25, the committee completed its year

end work by reviewing the structure of the Board,

in relation to its size composition and potential

vacancies, the combination of executive to

non-executive directors and the balance of the

Board, to ensure that no one individual or group

of individuals dominated discussion of decision

making. The committee concluded that the size

and structure outlined still remained appropriate

for the company, and considered that both the

size, structure and balance of the Board remained

appropriate, although the structure did not

preclude the appointment of additional directors,

such as non-executive directors with specialist

skills should the committee, and ultimately the

Board, consider it necessary and prudent

to do so in line with the execution of the

company’s strategy.

Scan or click the QR Code for more

information about the Nomination

Committee responsibilities

reviews the Board’s size, structure and

composition and leads recruitment to

Board positions

undertakes annual Board performance

evaluation

satisfies itself on the company’s

refreshing of Board membership and

succession planning

Its terms of reference detail its key

responsibilities and appear, with

relevant background information, on the

company’s website www.pinewood.ai.

Key Responsibilities

of the Nomination

Commiee

members

Commiee

meetings

100%

Meeting

aendance

The adequacy of time devoted by the non-

executive directors to Board business, and the

independence of the non-executive directors was

also considered and the Committee concluded

that all non-executive directors were able to

devote sufficient time to their roles, and all

remained independent.

Evaluation

The annual evaluations of the Board and its

members were conducted by the Board and are

described on page 38. As part of that process,

the Committee conducted an evaluation of its

own performance.

The non-executive directors met without

the Chairman during FY25 to assess the

Chairman’s performance.

The committee used an independent external

search agency, Teneo, to assist in the search for a

new non-executive Directors in 2025. Teneo are

independent from the company and its directors.

Subsequently, Robert Plant and Shruthi Chindalur

joined the committee in October 2025.

Diversity

All appointments made, including those of Board

members, adhere to the company’s diversity and

equal opportunities policy, which can be viewed

on the company’s website. For non-executive

director appointments, where executive search

consultants are instructed, they are done so in a

manner consistent with this policy.

Nomination Committee report

The committee is mindful of the proposals

outlined in the FCA Policy Paper: Diversity and

Inclusion on Company Boards and Executive

Management, and will aim to consider how

the company will aim to comply with the

recommendations where they align with its overall

business strategy. At present, the company has

not adopted a gender balance target for its

Board, although continues to make appointments

at Board and immediately below Board level

in accordance with a formal, rigorous and

transparent procedure, embracing diversity of

thought as our target. Appointments are based

on merit and objective criteria, and within this

context, we aim to promote diversity of social

background, relative experience, alongside

cognitive and personal strengths in accordance

with Principle J of the Code.

In order to further this objective, we continue

to partner with external recruitment agencies,

and maintain our relationship with agencies

committed to reaching and providing access to

diverse talent pools to assist with these processes.

As required by Listing Rule (LR) the Board notes

that as at 31/12/2025, two of the ten directors

were female, representing 20% which is below

the LR target of 40%. There is a further LR

target whereby at least one of the roles of Chair,

SID, CEO or CFO is held by a female, which the

company did not meet due to the current make-

up of the Board of directors. Finally, the LR has a

target that at least one Director is from a minority

ethnic background, which the company did

meet due to the current make-up of the Board

of directors.

Gender Diversity

Number of

Board members

Percentage

of the Board

Number of senior

positions on the

Board (CEO, CFO,

SID and chair)

Number in executive

management

Percentage

of executive

management

Men

80.00%

66.6%

Women

20.00%

33.3%

Ethnic Background

Number of

Board members

of the Board

Number of senior

positions on the

Board (CEO, CFO,

SID and chair)

Number in executive

of executive

White British or other White

(including minority-white groups)

90%

89%

Asian/Asian British

10%

11%

Ian Filby

Chairman of the Nomination

Remuneration Committee report

The Remuneration Committee is a committee of the Board, and is currently chaired by

Jemima Bird. It is comprised entirely of independent non-executive directors.

Commiee

members

meetings

100%

Meeting

aendance

The committees schedule in FY25

The Remuneration Committee met twice in 2025.

The Directors’ Remuneration Report, beginning at

page 47 describes its work and conclusions.

The committee’s work in FY25

set the annual bonus awards in respect of FY25;

consulted major shareholders in respect of

the Directors’ Remuneration Policy taken to

shareholders for approval at the 30 June 2025

General Meeting;

determined performance targets and

granted LTIP awards in 12th June 2025 and

16th Dec 2025 and approved further grants

of the 2024 LTIPs on 28th April 2025;

noted remuneration trends across the

Group; and

considered the gender pay gap report.

has delegated responsibility for determining

the policy for executive director remuneration

and setting remuneration for the chairman,

executive directors, the company secretary and

the senior management immediately below

Board level;

reviews workforce remuneration and related

policies and the alignment of incentives and

rewards with culture, taking these into account

when setting executive director remuneration;

ensures that executive directors are provided

with appropriate incentives which align their

interests with those of shareholders, and

encourage enhanced performance in the short

and medium term, as well as achievement of

the company’s longer term strategic goals;

determines targets for any performance

related pay schemes; and

seeks shareholder approval for the (normally

triannual) renewal of remuneration policy and

any long-term incentive arrangements.

Its terms of reference detail its key

responsibilities and appear, with relevant

background information, on the company’s

website www.pinewood.ai.

Advisors

FIT Remuneration Consultants LLP (FIT)

has served as independent adviser to the

Remuneration Committee throughout the

period under review. FIT’s fees in respect of

advice provided to the Committee during the

year ended 31 December 2025 were £39,261

(excluding VAT) (FY24: £40,938) and were

charged on a time and disbursements basis. FIT

also provided additional related advice to the

Company in relation to drafting this report and

share award documentation. FIT is a member of

the Remuneration Consultants Group and as such

voluntarily operates under its Code of Conduct in

relation to executive remuneration in the UK.

Disclosures

This report complies with the requirements of The

Large and Medium sized Companies and Groups

(Accounts and Reports) Regulations 2008, The

Large and Medium-sized Companies and Groups

(Accounts and Reports) (Amendment) Regulations

2013, the Companies (Miscellaneous Reporting)

Regulations 2018 and The Companies (Directors’

Remuneration Policy and Directors’ Remuneration

Report) Regulations 2019 (the Regulations)

and has been prepared in accordance with the

prevailing UK Corporate Governance Code and

the UKLA Listing Rules. The parts of the report

which have been audited in accordance with the

Regulations have been identified.

of the Remuneration

Directors’ Remuneration Committee report

Annual Statement

Dear Shareholder

On behalf of the Remuneration Committee, I am

pleased to present the Directors’ Remuneration

Report for the year ended 31 December 2025.

The report comprises two sections being:

(i) this Annual Statement; and (ii) the Annual

Report on Remuneration which details the

remuneration paid to directors for the year ended

31 December 2025 and how the remuneration

policy is intended to be operated for the year

ending 31 December 2026.

The current Directors’ Remuneration Policy, which

was approved by a majority of shareholders

at the 30 June 2025 General Meeting, is set

out in the Notice of General Meeting dated 6

June 2025 (https://pinewood.ai/wp-content/

uploads/2025/06/Notice-of-AGM-271377.pdf).

Business performance and

incentive out-turn for FY25

During FY25, the Group achieved an underlying

EBITDA of £16.4m.

For FY25, annual bonus opportunity was

capped at 150% of base salary and based on

sliding scale underlying EBITDA targets which

reflected the Company’s focus on growth.

Following an assessment of the performance

targets, the committee determined that 78.3%

of the maximum bonus should be payable.

As the executive directors have not met their

shareholding guidelines, 25% of the bonus award

will be deferred into shares.

Given that all outstanding LTIP awards vested/

lapsed on completion of the sale of the motor and

leasing assets during 2024, no LTIPs are due to

vest in respect of the performance period ended

31 December 2025 (currently, only the July 2024

and June 2025 LTIP awards remain outstanding in

respect of the executive directors).

Discretion

The Remuneration Committee is conscious

of its role in ensuring that remuneration is

appropriate when considering the performance

of the business and the individual directors. No

discretion was applied in respect of the year

ended 31 December 2025.

Implementation of the Remuneration

Policy for FY26

In respect of implementing the Remuneration

Policy for 2026:

Base salary:

Base salary levels will increase

from 1 May 2026 for Bill Berman from

£592,000 to £615,000. This is just below the

average workforce increase of 4%. Ollie Mann

from £250,000 to £300,000. Shareholders

may recall that Ollie Mann was appointed to

the Board as CFO in February 2024 on a base

salary of £200,000 with the below market

positioning reflecting that this was his first CFO

role. Given the Committee’s desire to move

Ollie’s salary towards market over time, his

salary was increased to £250,000 from 1 May

2025 and the Committee has agreed a second

increase to £300,000 from 1 May 2026. While

this second salary increase is significantly

above the 4% average increase awarded to

the workforce, the Committee is satisfied that

the increase is appropriate in light of Company

and individual performance and noting that

the £300,000 still remains below CFO market

levels. To the extent that subsequent above

workforce increases are awarded, these will

be contingent on satisfactory Company and

individual performance.

Pension:

Executive directors will continue

to receive a workforce aligned pension

contribution, currently set at 6% of salary.

Annual bonus:

For the year ending 31

December 2026, annual bonus potential

will continue to be limited to 150% of salary.

Performance will be based on sliding scale

profit targets aligned to the company’s

accelerated growth strategy. Outstanding

performance will be required for the maximum

bonus to become payable. 25% of any

bonus will be deferred into shares until the

shareholding guidelines are met in line with the

current Policy. Full retrospective disclosure of

the performance metrics, targets and outturns

will be provided in the Directors’ Remuneration

Report for the year ending 31 December 2026.

LTIPs:

LTIP awards in 2026 may be granted up

to 150% of salary for the CEO and CFO. While

the performance metrics and targets have yet

to be finalised, details of the awards will be set

out in the RNS following any grant.

Non-Executive Director fees continue to be set at

£154,500 for the Chairman with a £51,500 base

fee and additional fees of: (i) £10,000 for acting

as SID; and (ii) £10,000 for chairing a committee.

The remuneration of the Chairman is determined

by the Remuneration Committee while the

remuneration for non-executive directors is

determined by the Board.

Shareholder views and voting outcomes

As detailed last year’s Annual Statement,

the Remuneration Committee conducted an

extensive consultation exercise with our largest

shareholders and the major proxy voting agencies

in advance of the 2024 AGM and GM on our new

Policy and was grateful for the responses and the

level of support received. As we are not seeking

any changes to our current policy at the 2026

AGM, no further shareholder consultation has

taken place.

We hope we will again receive your support at the

forthcoming AGM.

2026 AGM resolution

On the basis no changes are proposed to our

policy, only the Directors’ Remuneration Report

(excluding the Policy) will be subject to an advisory

shareholder vote at the 2026 AGM.

Directors’ notice periods

The executive directors have twelve month notice

periods and the non-executive directors have one

month notice periods.

Conclusion

We remain committed to a responsible approach

to executive pay and I would be happy to meet

or speak with our shareholders to the extent

that there are any questions or feedback on

our approach.

Chair of the Remuneration Committee

Directors’ Remuneration Committee report

Annual Report on

Certain information provided in this part of the

Directors’ Remuneration Report is subject to audit.

annotated as audited is unaudited.

Single total figure of remuneration

for directors (audited)

The table on the right reports the total

remuneration receivable in respect of qualifying

services by each of the directors for the year

ended 31 December 2025 and the 11 month period

ended 31 December 2024.

Base

salary/fees

£000

Taxable

benefits

£000

Pension

£000

Total fixed

£000

Annual

bonus

£000

LTIP

Total

variable

Total

Executive Directors

2025

587

107

352

729

689

1,418

2024 (11m)

517

594

863

1,457

2025

233

202

273

291

564

2024 (11m)

184

220

300

520

Non-Executive Directors

2025

Ian Filby

153

138

Chris Holzshu³

Shruthi Chindalur⁴

Dr Robert Plant⁴

Former Directors

Nikki Flanders

Total

1,312

127

1,494

980

2,474

1,061

1,174

1,163

2,337

Taxable Benefits include life assurance, private health cover

in the UK (& abroad if applicable), professional subscriptions,

the provision of tax support for expatriate associates and

car benefit (which since April 2024 is car allowance only).

Salary supplement in lieu of pension contribution.

Appointed on 31 January 2024.

4. Appointed on 14 October 2025.

Stepped down on 4 June 2025.

Additional bonus of £1.1m was paid in March 2025 by Lithia

for managing the transition of the Group to a pure-play

SaaS business. Not reported in the single figure as not paid in

or based on FY24 financial performance.

Annual bonus for FY25 (audited)

For the year ended 31 December 2025, the Chief Executive Officer and Chief Financial Officer had

a maximum annual bonus opportunity equal to 150% of base salary, assessed against sliding scale

Underlying EBITDA targets (70%) and strategic targets (30%).

The targets, out-turn and payouts are shown in the table below:

Performance

Metric

Weight

Threshold

Target Maximum

Actual

Bonus

earned

(% max)

Bonus

CEO

Bonus

CFO

Underlying

EBITDA

70%

£13.7m

£15.2m

£16.8m

£16.0m*

83.3%

£689k

£291k

JV Growth

10%

A pilot running in at least

2 US stores

Not met

Seez

Integration

10%

Seez chatbot rolled out

in at least 10 US stores

Met

100%

Leadership

10%

75% of colleagues to have a

minimum of 1 x performance

review per year

Met

100%

The underlying EBITDA for FY25 was £16.4m although a £0.4m unbudgeted benefit (being the impact of the IFRS 16 lease

accounting for company vehicles) has been excluded from the result.

25% of any bonus will be deferred into shares until the shareholding guidelines are met in line with the

current Policy.

Share awards vested in FY25 (audited)

No share awards vested in respect of, or during, the year ended 31 December 2025.

Share awards granted in FY25 (audited)

Pinewood Technologies Group Long Term Incentive Plan (LTIP)

LTIP awards were granted to the Executive Directors on 12 June 2025 as follows;

Number of

nil-cost options

over which

award granted

Value of

award

% of

salary

% of

award

vesting at

threshold

Date of

grant

Performance

period

232,194

888

150%

12 June

3 years from the

date of grant

98,013

375

150%

The share price used to determined the number of shares under award in respect of the LTIP awards was 382.6 pence being the 5

day average share price up to 15 May 2025 (being the intended grant date provisionally agreed by the Remuneration Committee)

noting that the Board delayed the formal grant of awards for approximately one month such that it followed the publication

of the 6 June 2025 Prospectus in respect of the acquisition of Lithia’s majority stake in the North America JV and the five year

contract with Lithia to roll-out Pinewood.AI’s software to Lithia’s current and future US and Canadian sites. Rather than penalise

management for the delay to the grant date by using the (higher) share price at grant, the Remuneration Committee considered

that it was fair and reasonable to keep management whole in this regard.

70% of the 2025 LTIP Awards will be measured on absolute Total Shareholder Return (‘TSR') of the

Company:

Required TSR CAGR performance during the

performance period

Vesting outcome of TSR element

(expressed as a percentage of 70% of the total

number of Award Shares)

Below 7.5% p.a.

7.5%-15% p.a.

Straight-line Vesting between 16.67% and 66.67%

15%-20% p.a.

Straight-line Vesting between 66.67% and 100%

Above 20% p.a.

30% of the 2025 LTIP Awards will be measured by reference to the number of North American stores

opened during the three-year performance period:

Vesting outcome of Store Opening element

(expressed as a percentage of 30% of the total

number of Award Shares)

Less than 130

130-190

Straight-line Vesting between 16.67% and 66.67%

190-220

Straight-line Vesting between 66.67% and 100%

Greater than 220

In addition to the absolute TSR and store opening targets, the Remuneration Committee must be

satisfied that the share price performance of the Company reflects the Company’s underlying financial

performance. To the extent that the underpin is not considered to be met, the Remuneration Committee

retains the discretion to reduce award levels appropriately (including to zero).

LTIPs issued to executive directors have a three year vesting period plus a two year post vesting

holding period.

Pinewood Technologies Group Deferred Share Plan (DSP)

Consistent with the Policy, 25% of the 2024 annual bonus awards were deferred into shares. This resulted

in DSP awards being granted to Bill Berman and Ollie Mann over 56,357 and 19,602 shares respectively on

12 June 2025. The DSP Awards will ordinarily become exercisable on the third anniversary of grant subject

to the grantee’s continued service and is subject to dividend equivalents in the form of additional shares. As

per the LTIP awards noted above, the number of ordinary shares over which the awards were granted was

calculated based on a share price of 382.6 pence per ordinary share.

250

200

150

100

31/12/2015

FTSE SmallCap (Ex Investment Trusts)

31/12/2016

31/12/2017

31/12/2018

31/12/2019

31/12/2021

31/12/2023

31/12/2020

31/12/2022

31/12/2024

31/12/2025

10 Year history of Chief Executive Remuneration

No share awards vested in respect of, or during, the period ended 31 December 2025.

CEO

2024

(11 months)

2023

(13 months)

2022

2021

2020

2019

2018

2017

2016

Total Remuneration

1,418

1,457

2,740

1,313

3,561

510

464

589

727

1,605

Annual Bonus

78%

73%

30%

87%

LTIP

79%

Total shareholder return chart

The graph below shows the total shareholder return (TSR) on the Company’s shares in comparison to the FTSE Small Cap Index (excluding investment companies). TSR has been calculated as the percentage

change, during the relevant period, in the market price the shares, assuming that any dividends paid are reinvested on the ex-dividend date. The relevant period is the ten years ended 31 December 2025.

Notes: Total Shareholder Return (TSR) has been calculated over the ten years ended on 31 December 2025 and reflects the theoretical growth in the value of a shareholding over that period, assuming dividends (if any) are reinvested in shares in the Company. The price

at which dividends are reinvested is assumed to be the amount equal to the closing price of the shares on the ex-dividend date. The calculation ignores tax and reinvestment charges. The FTSE SmallCap index has been selected as a comparator as it represents the equity

market in which the Company was a constituent member for the majority of the relevant ten year period ended 31 December 2025.

Payment for loss of office and to past Directors (Audited)

No payments were made for loss of office and there have been no payments to past directors to be reported for the period under review.

Executive Directors’ Share Awards outstanding (Audited)

Scheme

Number

of shares/

options as at

31 December

2024

Shares/

options

granted

Shares/

options lapsed

Shares/

options

exercised

Number

of shares/

options at

31 December

Date of grant

Share price

(pence)

Exercise Price

(pence)

Market price

on exercise

date (pence)

Vesting date

LTIP

1,256,067

15/07/2024

206*

Nil

July 2027

DSP

400,495

15/07/2024

206*

Nil

July 2027

LTIP

232,194

12/06/2025

383

Nil

June 2028

DSP

56,357

12/06/2025

383

Nil

June 2028

Scheme

Number

options as at

2024

Shares/

options

granted

Shares/

options lapsed

options

exercised

Number

options at

Date of grant

Share price

(pence)

Exercise Price

(pence)

Market price

on exercise

date (pence)

Vesting date

LTIP

291,262

206*

Nil

July 2027

98,013

383

June 2028

DSP

19,602

383

June 2028

As per the shareholder consultation exercise and shareholder approval obtained at the July 2024 GM, the share price used to determine the number of shares under award in respect of the LTIP awards and DSP for the CEO was 206 pence. The actual share price on

15July 2024 was 351.50 pence.

Directors’ shareholdings (Audited)

The shareholdings of all Directors, including the shareholdings of their connected persons as at 31 December 2025, are set out below.

Executive Directors

As at

31 December 2025

As at

31 December 2024

LTIP awards

Deferred bonus

awards

SIP / SAYE

Shareholding

requirement

(% of base salary)

Shareholding as at

(% of base salary)

13,921

1,488,261

456,852

200%

154.8%

49,296

32,734

389,275

19,602

85.5%

Non-Executive Directors

32,518

15,627

26,650

15,000

26,349

20,000

28,000

Dr Robert Plant

Percentage change in Director Remuneration

The table below illustrates the percentage change in the remuneration awarded to the directors (excluding leavers) over the last five years and that of the Group’s employees across its entire UK business.

2024

(11m period)

2023

(13 m period)

2022

2021

Director

Salary

and fees

(% change)

All taxable

benefits

(% change)

Annual

Bonuses

Salary

and fees

All taxable

benefits

Annual

Bonuses

Salary

and fees

benefits (%

change)

Annual

Bonuses

Salary

and fees

benefits

Annual

Bonuses

Salary

and fees

benefits

Bonuses

4.1%

113.2%

-26.8

2.5%

(67.4%)

23.6%

8.4%

16.8%

36.8%

(15.9%)

(26.9%)

7.8%

99.8%

16.1%

-16.7%

-11.1

Non- Executive Directors

1.7%

0.8%

42.9%

1.6%

8.7%

500%

1.7%

(3.8%)

Nikki Flanders

38.9%

All Employees

All Employees (average)

8.2%

15.0%

12.5%

8.1%

6.5%

2.5%

8.7%

(27.0%)

12.1%

7.0%

(33.3%)

39.0%

Appointed on 31 January 2024

2. Appointed 10 July 2023

Appointed on 14 October 2025

4. Stepped down on 4 June 2025

The % changes for the 12 month period ended 31 December 2025 show the movement in annualised remuneration

Chief Executive Officer pay ratio

The table below shows our chief executive officer pay ratio at 25th, median and 75th percentiles of our

UK employees. The ratios have been calculated based on the single total figure of remuneration for the

chief executive officer and the total pay for the employees using the full population methodology under

Option A of The Companies (Miscellaneous Reporting) Regulations 2018.

We have used Option A as it provides the most accurate and representative calculation of pay ratios,

based on the remuneration of all UK employees. The data used for this calculation was collated on

31 December 2025.

Financial Period

Method

25th percentile

pay ratio (lower

quartile)

Median pay ratio

(median)

75th percentile

pay ratio (upper

quartile)

Option A

43:1

32:1

24:1

Option B

43:1

40:1

25:1

2023 (13m)

Option B

28:1

23:1

17:1

2022

Option B

26:1

25:1

16:1

2021

Option B

30:1

25:1

19:1

2020

Option B

30:1

26:1

20:1

Relative importance of spend on pay

The table below illustrates the period-on-period change in total team member pay (being the

aggregate of staff costs as set out in note 2.4 to the financial statements and distributions to

shareholders (being declared dividends).

Team member pay

Distribution to shareholders

Year ended

11m period ended

change

Year ended

11m period ended

change

£32.0m

£18.8m

70.2%

£0

n/a%

Non-Executive Directors’ appointments

Name

Commencement

Expiry/cessation

Unexpired at date of

report (months)

10.12.19

31.12.25¹

20.04.20

31.12.26

01.11.21

31.12.26

10.07.23

31.12.26

31.01.24

31.12.26

14.10.25

31.12.28

14.10.25

31.12.28

Tina Miller

14.04.26

31.12.28

Brian Small’s term expired at end of 2025 but he is staying on the Board until 30 April 2026 when he leaves the Board and

Chris Holzshu will take over as Audit Committee Chair.

Shareholders’ votes on Remuneration in FY25

The following table sets out the results of the binding vote on the Directors’ Remuneration Policy and

amendments to the LTIP at the 2024 GM and the advisory vote on the Directors’ Remuneration Report

for the 11-month period ended 31 January 2024 at the 2024 AGM.

% of

votes cast

For

% of v

votes cast

Against

Number

of Shares

Withheld

To approve the Directors’ Remuneration Report for

the 11-month period ended 31 December 2024

(30 June 2025 AGM)

91.95

8.05

1,197,218

To approve the Directors Remuneration Policy and

authorise the amendments to the company’s LTIP

(26 June 2024 AGM)

80.42

19.58

75,085

Share price information and performance

Other than those detailed above, there are no share option or long term incentive

schemes in which the directors are eligible to participate. The closing price of

Pinewood Technologies PLC ordinary shares at 31 December 2025 was 358 pence and

the range during the period was 296 pence to 558 pence.

Work of the Remuneration Committee

During FY25, the committee reviewed executive directors’ remuneration policy,

structure and metrics and concluded that continuing to employ a mix of fixed pay

through salary and variable pay through annual bonuses and LTIPs was the correct

way to remunerate the executive directors, as having variable pay was key to driving

performance in key strategic areas. Feedback received by the Chair of the committee

was / will be taken into account when setting metrics for FY26 bonuses and LTIPs. The

committee has ensured that metrics used for executive directors annual bonuses are

also used for senior management teams and have ensured that senior management

teams are aware of this alignment. No discretion has been made to executive director

remuneration outcomes in FY25. The committee considers that the remuneration

policy operated as intended during FY25.

Implementation of the Policy for FY26

Details of how the committee intends to implement the Remuneration Policy for the year ending 31 December 2026 are

set out in the Annual Statement.

Approval

This report was approved by the committee and signed on its behalf by:

Chair of the Remuneration Committee

Directors’ report

Strategic review and

prescribed reporting

Our Strategic Report at pages 02 to 32 contains

the information, prescribed by the Companies

Act 2006, required to present a fair review of the

company’s business, a description of the principal

risks and uncertainties it faces, and certain of

the information on which reports and statements

are required by the UK Corporate Governance

Code and the Companies Act 2006. The Board

approved the Strategic Report set out on pages

02 to 32 and the Viability Statement set out on

page 33. Additional information on which the

directors are required by law to report is set out

below and in the following:

Environmental, Social and Governance Report

Directors’ Responsibility Statement

In the interests of increasing the relevance of the

Report and reducing the environmental impacts

of over-lengthy printed reports, we have placed

on our website certain background information

on the company the disclosure of which, in this

Report, is not mandatory. We monitor reaction

to the publication of shareholder information

on our website, to help shape our shareholder

communication and future improvements.

Results and dividends

The results of the Group for the year are set out

in the financial statements on pages 61 to 113. No

dividend was paid in the year (FY24: £358.4m).

Appointment and powers

of the company’s directors

Appointment and removal of directors is

governed by the company’s articles of association

(the Articles), the UK Corporate Governance

Code (the Code), the Companies Acts and

related legislation. Subject to the Articles (which

shareholders may amend by special resolution),

relevant legislation and any directions given by

special resolution, the company and its Group is

managed by its Board of directors. By resolutions

passed at company general meetings, the

shareholders have authorised the directors: (i) to

allot and issue ordinary shares; (ii) to offer and

allot ordinary shares in lieu of some or all of the

dividends; and (iii) to make market purchases

of the company’s ordinary shares (in practice,

exercised only if the directors expect it to result

in an increase in earnings per share).Details of

movements in the company’s share capital are

given in note 4.4 to the financial statements.

From time to time, Pinewood provides financial

assistance to its independent employee benefits

trust to facilitate the market purchase of ordinary

shares in the company for use in connection with

various of the company’s employee incentive

schemes. The company did not purchase any

shares in this way in FY25.

Business at the AGM

At the AGM, a separate shareholders’ resolution

is proposed for each substantive matter. We

will issue to our shareholders the company’s

annual report and financial statements together

with the notice of AGM, giving not less than the

requisite period of notice. The notice sets out

the resolutions the directors are proposing and

has explanatory notes for each. At the AGM,

directors’ terms of appointment are available

for inspection and, as well as dealing with formal

AGM business, the Board takes the opportunity to

give an update to shareholders on the company’s

trading position. The Chairman and each

committee chairman are available to answer

questions put by shareholders present.

Directors and their interests in shares

Current directors are listed on pages 35 and 36.

Details of the terms of appointment and notice

period of each of the current directors, together

with executives directors’ respective interests in

shares under the company’s long term incentive

plan (non-executive directors have none), appear

in the Directors’ Remuneration Report on pages

47 to 55. Directors who served during FY25

and their respective interests in the company’s

issued ordinary share capital are shown in the

table below. All holdings shown are beneficial.

None of the directors holds options over company

shares, other than nil paid options pursuant to

the LTIP as described on page 49 in the Director’s

Remuneration Report. Executive directors will

aim to fulfil the requirements of the company’s

share ownership policy applicable to them within

five years of appointment. There is no company

policy requiring non-executive directors to hold a

minimum number of company shares.

Directors’ rotation

The UK Corporate Governance Code (January

2024) imposes an obligation that all directors

should be subject to annual re-election.

Indemnities to directors

In line with market practice and the company’s

Articles, each director has the benefit of a deed

of indemnity from the company, which includes

provisions in relation to duties as a director of the

company or an associated company, qualifying

third party indemnity provisions and protection

against derivative actions. Copies of these are

available for shareholders’ inspection at the AGM.

Share capital

As at 31 December 2025, Pinewood’s issued

share capital comprised a single class: ordinary

shares of 100 pence each. The Articles permit

the creation of more than one class of share, but

there is currently none other than ordinary shares.

Details of the company’ share capital are set out

in note 4.4 to the accounts. All issued shares are

fully paid. The company issued 27,984,355 shares

during the period under review. The rights and

obligations attaching to the company’s ordinary

shares are set out in the Articles. The company

is currently authorised to issue up to two-thirds

of its current issued share capital pursuant to a

resolution passed at its 2025 AGM. In February

2025, there was an equity fundraise, which

resulted in 11,325,031 new ordinary shares being

issued. In March 2025 2,098,633 ordinary shares

were also issued as consideration shares as part

of the Seez App Holdings Ltd acquisition. In July

2025 14,560,691 ordinary shares were issued as

consideration shares as part of the Pinewood

North America acquisition. Therefore, there are

now 115,099,977 ordinary shares in issue.

Directors’ report

Directors’ shareholdings

Number at 31.12.25

Number at 31.12.24

13,921

nil

49,296

32,734

26,650

15,000

nil

26,349

20,000

32,518

15,627

28,000

nil

Dr. Robert Plant

Significant direct or indirect shareholdings

At 1 April 2026 the directors had been advised of the following interests in the shares of the company:

Shareholder

Number of shares

Percentage of voting rights

of the issued share capital

Lithia Motors Inc

36,775,175

31.95

Fidelity Investments

11,507,730

10.0

Working Capital

9,956,751

8.65

Newtyn Management

8,701,064

7.56

Harwood Capital

6,577,500

5.71

Feoh Investments UK LLP

4,340,442

3.77

Sellaronda Global Management

2,537,756

2.2

Hosking Partners

2,459,448

2.14

Interactive Investor

2,047,960

1.78

JPMorgan Asset Management

2,032,572

1.77

Voting rights, restrictions on voting

rights and deadlines for voting rights

Shareholders (other than any who, under the

Articles or the terms of the shares they hold, are

not entitled to receive such notices) have the right

to receive notice of, and to attend and to vote at,

all general and (if any) applicable class meetings

of the company. A resolution put to the vote at

any general or class meeting is decided on a show

of hands unless (before or on the declaration

of the result of the show of hands or on the

withdrawal of any other demand for a poll) a

poll is properly demanded. At a general meeting,

every member present in person has, upon a show

of hands, one vote, and on a poll, every member

has one vote for every 100 pence nominal amount

of share capital of which they are the holder. In

the case of joint holders of a share, the vote of the

member whose name stands first in the register

of members is accepted to the exclusion of any

vote tendered by any other joint holder. Unless

the Board decides otherwise, a shareholder

may not vote at any general or class meeting or

exercise any rights in relation to meetings whilst

any amount of money relating to his shares

remains outstanding.

A member is entitled to appoint a proxy to

exercise all or any of their rights to attend and

speak and vote on their behalf at a general

meeting. Further details regarding voting can

be found in the notes to the notice of the AGM.

Details of the exercise of voting rights attached

to the ordinary shares held by the company’s

Employee Benefit Trust are set out below. None

of the ordinary shares, including those held by the

Employee Benefit Trust, carries any special voting

rights with regard to control of the company.

To be effective, electronic and paper proxy

appointments and voting instructions must be

received by the company’s registrars not later

than 48 hours before a general meeting.

The Articles may be obtained from Companies

House in the UK or upon application to the

company secretary. Other than those prescribed

by applicable law and the company’s procedures

for ensuring compliance with it, there are no

specific restrictions on the size of a holding nor

on the transfer of shares, which are governed

by the Articles and prevailing legislation. The

directors are not aware of any agreement

between holders of the company’s shares that

may result in restrictions on the transfer of

securities or the exercise of voting rights.

No person has any special rights of control over

the company’s share capital.

Shares held by the Pendragon

Employee Benefit Trust

As at 31 December 2025 the company’s Employee

Benefit Trust with Salamanca Group Trust

(Jersey) Limited (the Trustee) held 2,500 shares,

representing 0.00% of the total issued share

capital at that date (FY24: 2,500).

It holds these shares to enable it to satisfy

entitlements under the company’s share schemes.

Contracts

The company and members of its Group are

party to agreements relating to banking,

properties and employee share plans which alter

or terminate if the company or Group company

concerned undergoes a change of control. None is

considered significant in terms of its likely impact

on the business of the Group as a whole.

Compensation for loss of office

in the event of a takeover bid

The Directors are not aware of any agreements

between the Company and its Directors or

employees that provide for compensation for

loss of office or employment that occurs because

of a takeover bid.

Stakeholder engagement

Details of the Company’s engagement with key

stakeholders can be seen in the s.172 statement on

pages 16 to 17.

Employee engagement

See the social report on pages 19 to 20 and the

s172 statement on pages 16 to 17 for details of

employee engagement.

Research and development activities

The Company undertakes both research

and development activities as part of the

development of the Pinewood system. The system

is being continually evolved and enhanced.

Post balance sheet events

For details of post balance sheet events, see note

5.3 on page 104.

Financial instruments

See note 4.2 in the accounts on page 96.

Political donations

The company and its Group made no political

donations (FY25: £ nil).

Auditor

The directors who held office at the date of

approval of this directors’ report confirm that:

so far as they are each aware, there is no relevant

audit information of which the Group’s auditors

are unaware; and each director has taken all the

steps that they ought to have taken as a director

to make themselves aware of any relevant

audit information and to establish that the

Group’s auditors are aware of that information.

The directors intend to propose the

re-appointment of RSM as auditors at the

2026 Annual General Meeting.

By order of the Board

The directors are responsible for preparing

the Strategic Report and the Directors’ Report,

the Directors’ Remuneration Report and

the financial statements in accordance with

applicable law and regulations.

Company law requires the directors to prepare

group and company financial statements for

each financial year. The directors have elected

under company law and are required under the

Listing Rules of the Financial Conduct Authority to

prepare group financial statements in accordance

with UK-adopted International Accounting

Standards. The directors have elected under

company law to prepare the company financial

statements in accordance with United Kingdom

Generally Accepted Accounting Practice

(United Kingdom Accounting Standards and

applicable law).

The group financial statements are required by

law and UK-adopted International Accounting

Standards to present fairly the financial position

and performance of the group; the Companies

Act 2006 provides in relation to such financial

statements that references in the relevant part of

that Act to financial statements giving a true and

fair view are references to their achieving a

fair presentation.

Under company law the directors must not

approve the financial statements unless they are

satisfied that they give a true and fair view of the

state of affairs of the group and the company and

of the profit or loss of the group for that period.

Statement of directors’ responsibilities in respect of the annual report and the financial statements

In preparing each of the Group and company

financial statements, the directors are required to:

select suitable accounting policies and then

apply them consistently;

make judgements and accounting estimates

that are reasonable and prudent;

for the Group financial statements, state

whether they have been prepared in

accordance with UK-adopted International

Accounting Standards;

for the company financial statements, state

whether applicable UK accounting standards

have been followed, subject to any material

departures disclosed and explained in the

company financial statements; and

prepare the financial statements on the going

concern basis unless it is inappropriate to

presume that the Group and the company will

continue in business.

The directors are responsible for keeping

adequate accounting records that are

sufficient to show and explain the group’s and

the company’s transactions and disclose with

reasonable accuracy at any time the financial

position of the group and the company and

enable them to ensure that the financial

statements and the Directors’ Remuneration

Report comply with the Companies Act 2006.

They are also responsible for safeguarding the

assets of the group and the company and hence

for taking reasonable steps for the prevention

and detection of fraud and other irregularities.

Directors’ statement pursuant to the

Disclosure and Transparency Rules

Each of the directors, whose names and functions

are listed in the Directors’ Report confirm that,

to the best of each person’s knowledge:

the financial statements, prepared in

accordance with the applicable set of

accounting standards, give a true and

fair view of the assets, liabilities, financial

position and loss of the company and the

undertakings included in the consolidation

taken as a whole; and

the Strategic Report & Directors’ Report

contained in the Annual Report includes a

fair review of the development and

performance of the business and the position

of the company and the undertakings

included in the consolidation taken as a whole,

together with a description of the principal

risks and uncertainties that they face.

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.

The directors consider the Annual Report and

Accounts, taken as a whole, is fair, balanced and

understandable and provides the information

necessary for shareholders to assess the Group’s

and the company’s position, performance,

business model and strategy.

By order of the Board

Financial

statements

Independent Auditors’ Report

Group Financial Statements & Notes

Company Financial Statements & Notes

105

Advisors, Banks &

Shareholder Information

114

Independent auditor’s report to the members of

Opinion

We have audited the financial statements of Pinewood Technologies Group PLC (the ‘parent company’)

and its subsidiaries (the ‘group’) for the year ended 31 December 2025 which comprise the Consolidated

Income Statement, Consolidated Statement of Comprehensive Income, Consolidated Statement

of Changes in Equity, Consolidated Balance Sheet, Consolidated Cash Flow Statement, Company

Statement of Other Comprehensive Income, Company Statement of Changes in Equity, Company

Balance Sheet, and notes to the financial statements, including significant accounting policies.

The financial reporting framework that has been applied in the preparation of the group financial

statements is applicable law and UK-adopted International Accounting Standards. The financial

reporting framework that has been applied in the preparation of the parent company financial

statements is applicable law and United Kingdom Accounting Standards including Financial Reporting

Standard 101 “Reduced Disclosure Framework” (United Kingdom Generally Accepted Accounting

Practice).

In our opinion:

the financial statements give a true and fair view of the state of the group’s and of the parent

company’s affairs as at 31 December 2025 and of the group’s profit for the year then ended;

the group financial statements have been properly prepared in accordance with UK-adopted

International Accounting Standards;

the parent company financial statements have been properly prepared in accordance with United

Kingdom Generally Accepted Accounting Practice; and

the financial statements have been prepared in accordance with the requirements of the Companies

Act 2006.

Basis for opinion

We conducted our audit in accordance with International Standards on Auditing (UK) (ISAs (UK))

and applicable law. Our responsibilities under those standards are further described in the Auditor’s

responsibilities for the audit of the financial statements section of our report. We are independent of

the group and parent company in accordance with the ethical requirements that are relevant to our

audit of the financial statements in the UK, including the FRC’s Ethical Standard as applied to listed

public interest entities and we have fulfilled our other ethical responsibilities in accordance with these

requirements. We believe that the audit evidence we have obtained is sufficient and appropriate to

provide a basis for our opinion.

Summary of our audit approach

Key audit

matters

Group

Capitalisation of development costs

Acquisition of Seez App Holding Limited and Pinewood North America LLC

Parent Company

Impairment of Investment in Subsidiaries

Materiality

Group

Overall materiality: £410,000 (2024: £380,000)

Performance materiality: £307,500 (2024: £266,000)

Parent Company

Overall materiality: £4,380,000 (2024: £3,080,000)

Performance materiality: £3,285,000 (2024: £2,156,000)

Scope

Our audit procedures covered 96% of revenue, 99% of total assets and 97% of profit

before tax.

Key audit matters

Key audit matters are those matters that, in our professional judgment, were of most significance in

our audit of the group and parent company financial statements of the current period and include the

most significant assessed risks of material misstatement (whether or not due to fraud) we identified,

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 were addressed in the

context of our audit of the group and parent company financial statements as a whole, and in forming

our opinion thereon, and we do not provide a separate opinion on these matters.

Independent auditor’s report to the members of

Capitalisation of development costs

Key audit matter

description

The Group balance sheet includes significant levels of Intangible Assets in respect

of capitalised development costs with £10.5m capitalised within the year. The costs

capitalised include payroll costs of the development team, 3rd party developers and

other direct costs incurred.

Such costs should be capitalised if they meet the criteria set out in IAS 38

Intangible Assets.

Due to the high level of estimation and judgement in determining whether time spent

by the development team meet the criteria in IAS 38 and the highly material values

being capitalised we have concluded that this represents a significant audit risk.

In accordance with IAS 38, development expenditure is capitalised when it can be

reliably measured, the product is both technically and commercially feasible, future

economic benefits are probable, and the Group has the intention and resources

to complete the development and utilise or sell the asset. This has been disclosed

within note 3.1.

How the matter

was addressed

in the audit

Our audit work including our oversight of the component audit team in relation to

the capitalised development costs included the following:

We have:

Considered management’s process for identifying costs to be capitalised under

IAS 38 and critically challenged the key assumptions and inputs utilised by

management.

Critically assessed if the development work captured in the capitalised

development cost model meets the criteria for capitalisation under IAS 38 on a

sample basis.

Tested the accuracy and completeness of the underlying data utilised in

calculating the development costs to be capitalised including the use of an

advanced analytics expert in review of relevant reports.

Reperformed management’s calculation of the capitalised development costs,

adjusting as necessary for any errors or reasonable possible changes identified

from our work.

Reviewed and assessed the appropriateness of the costs included in the

calculation of capitalised development costs and whether they met the

requirements of IAS 38 or were operating costs which should be expensed.

We also considered whether the financial statement disclosures in relation to the

capitalisation of development costs were appropriate.

Key

observations

Based on the procedures performed we consider that the group’s accounting for

development costs and the related disclosures is appropriate.

Acquisition of Seez App Holding Limited and Pinewood North America LLC

Key audit matter

description

During the year the group completed a number of acquisitions, the largest of

which were Seez App Holding Limited (“Seez”) and Pinewood North America LLC

(Pinewood North America), both of which were step acquisitions:

In March 2025 the group acquired the remaining 91% of Seez for total consideration

of $42m (£33.9m).

In July 2025 the group acquired the remaining 51% of shares of Pinewood North

America for consideration of $93m (£70.3m).

Both step acquisitions have been accounted for as business combinations under IFRS

3 ‘Business Combinations’ as explained in note 3.6 of the financial statements with the

related key sources of judgement and estimation uncertainty disclosed in note 1.

The purchase price was allocated to the assets acquired and liabilities assumed based

on their respective fair values in accordance with IFRS 3 ‘Business Combinations’. The

purchase price allocation (PPA) assessment involves both management judgement

and the use of forward-looking estimates. Management engaged an external expert

to assist in the preparation of the Seez PPA assessment.

Due to the significance of the estimates and judgements associated with the fair

value accounting of both acquisitions including the quantum of goodwill (£50.5m)

and other intangible assets (£143.7m) recognised in the consolidated financial

statements, we consider this is a key audit matter.

How the matter

was addressed

in the audit

Our audit work in relation to the step acquisitions accounting of the two entities

included the following.

We have:

Obtained an understanding of the transactions via enquiries of management and

evaluation of the signed purchase price agreements.

Assessed whether the accounting treatment applied was in accordance with

the requirements of IFRS 3 ‘Business Combinations’ and was consistent with the

underlying terms of the purchase agreements.

Obtained an understanding of the process adopted by management to derive the

fair value of consideration and acquired assets and liabilities for the acquisitions

including separately identifiable intangible assets.

Critically assessed the capabilities, competence and objectivity of management’s

expert engaged for the Seez PPA assessment.

Involved our valuation experts and have;

Evaluated the reasonableness of the valuation methodologies applied and

the conclusions in the report of management’s expert; and

Evaluated the reasonableness of significant assumptions including the

forecast future cashflows and discount rates.

Tested the mathematical accuracy of the valuation models.

Recalculated the measurement of goodwill based upon the consideration

transferred and the assets acquired and liabilities assumed.

Recalculated the remeasurement gain on the original 49% share of Pinewood

North America under IFRS 3.

We also considered whether the financial statement disclosures in relation to the

acquisitions were appropriate.

Key

observations

Based on the procedures performed we consider that the group’s accounting for

acquisitions and the related disclosures is appropriate.

Impairment of Investment in Subsidiaries

As at 31 December 2025 the parent company held investment in subsidiary

undertakings at a carrying value of £292m.

Management has undertaken a value-in-use assessment and deemed no

impairment is required against either investment balance.

There is a degree of judgement and estimation involved in assessing value-in-use

and as such this matter represents a significant risk of material misstatement for

the parent company.

Refer to note 4 to the notes the company balance sheet (‘amounts owed by

subsidiary undertakings’ and ‘impairment’), together with the significant accounting

judgements and estimates made in applying the company’s accounting policies.

This has been included as a key audit matter given the material carrying values

of the investment and the estimation uncertainty regarding future cashflows to

support the investments in subsidiary undertakings, as set out above.

We obtained management’s value-in-use calculations and supporting

workings prepared to support the remaining carrying value of investments

in subsidiary undertakings:

In responding to the key audit matter, we performed the following audit procedures:

Obtained management’s impairment assessment, including the underlying

discounted cash flow forecasts used to determine value in use and confirming the

arithmetical accuracy of those calculations.

Assessed the accuracy of management’s historical forecasting through a

comparison of budget to actual data.

Evaluated the key assumptions applied in management’s impairment model,

through our knowledge of the business, discussions with management and by

using industry data and other external information to assess the reasonableness

of management’s assumptions. This included engaging our internal valuations

specialists to review the discount rate applied by management.

Performed our own sensitivity analysis to understand the impact of any

reasonably possible changes in assumptions, and evaluating the headroom

available from different outcomes to assess whether goodwill could be impaired.

Assessed the accounting policy and disclosure to ensure it is in accordance with

the financial reporting framework, including IAS 36.

Key

Based on the procedures performed we consider that the group’s Investment

impairment assessment and the related disclosures is appropriate.

Our application of materiality

When establishing our overall audit strategy, we set certain thresholds which help us to determine

the nature, timing and extent of our audit procedures. When evaluating whether the effects of

misstatements, both individually and on the financial statements as a whole, could reasonably influence

the economic decisions of the users we take into account the qualitative nature and the size of the

misstatements. Based on our professional judgement, we determined materiality as follows:

Group

Parent company

Overall materiality

£410,000

(2024: £380,000)

£4,380,000

(2024: £3,080,000)

Basis for determining

overall materiality

2.5% of Underlying Earnings before

interest, tax and amortisation and

depreciation (2024: 5% of Underlying

Profit before Tax).

1.5% of Fixed Asset Investments. For

the purposes of the group audit, which

excludes items which eliminate on

consolidation, the parent company

materiality is restricted to £233,000.

Rationale for

benchmark applied

Underlying EBITDA is considered the

key benchmark of the Group.

Fixed Asset Investments is considered

the key benchmark of the parent

Company as the entity relies on

its investments as a non-revenue

generating entity.

materiality

£307,500

(2024: 266,000)

£3,285,000

(2024: 2,156,000)

Basis for determining

materiality

75% of overall materiality

(2024: 70%)

75% of overall materiality

(2024: 70%)

Reporting of

misstatements to the

Audit Committee

Misstatements in excess of £20,500

and misstatements below that

threshold that, in our view, warranted

reporting on qualitative grounds.

Misstatements in excess of £20,500

and misstatements below that

threshold that, in our view, warranted

reporting on qualitative grounds.

An overview of the scope of our audit

The group consists of 13 components, located in the following countries; United Kingdom, United States

of America, Japan, United Arab Emirates, Denmark, South Africa & Sweden.

The coverage achieved by our audit procedures was:

Number of

components

Revenue

assets

Profit

before tax

Full scope audit

96%

93%

89%

Specific Scope

96%

99%

97%

Of the above, full scope audits for 1 component were undertaken by component auditors.

Conclusions relating to going concern

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. Our evaluation of

the directors’ assessment of the group’s and parent company’s ability to continue to adopt the going

concern basis of accounting included:

Obtaining copies of management’s board approved forecasts and sensitivity analysis for the Group

and checking the mathematical accuracy of the forecasts;

Comparing the forecasts to historical trading results and the key assumptions for expected growth,

margin improvement and capital expenditure plans;

Undertaking our own stress test to consider circumstances under which headroom would be eroded; and

Assessing the groups going concern and viability disclosures ensuring they are consistent with the

work 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 or the

parent company’s ability to continue as a going concern for a period of at least twelve months from

when the financial statements are authorised for issue.

In relation to the entity 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.

Other information

The other information comprises the information included in the annual report other than the financial

statements and our auditor’s report thereon. The directors are responsible for the other information

contained within the annual report. Our opinion on the financial statements does not cover the other

information and, except to the extent otherwise explicitly stated in our report, we do not express any

form of assurance conclusion thereon.

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 course of the audit or otherwise appears to be materially misstated. If we identify such material

inconsistencies or apparent material misstatements, we are required to determine whether this gives

rise to a material misstatement in the financial statements themselves. 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 in this regard.

Opinions on other matters prescribed by the Companies Act 2006

In our opinion, the part of the directors’ remuneration report to be audited has been properly prepared

in accordance with the Companies Act 2006.

In our opinion, based on the work undertaken in the course of the audit:

the information given in the Strategic Report and the Directors’ Report for the financial year for

which the financial statements are prepared is consistent with the financial statements; and

the Strategic Report and the Directors’ Report have been prepared in accordance with applicable

legal requirements.

Matters on which we are required to report by exception

In the light of the knowledge and understanding of the group and the parent company and their

environment obtained in the course of the audit, we have not identified material misstatements in the

Strategic Report or the Directors’ Report.

We have nothing to report in respect of the following matters in relation to which the Companies Act

2006 requires us to report to you if, in our opinion:

adequate accounting records have not been kept by the parent company, or returns adequate for

our audit have not been received from branches not visited by us; or

the parent company financial statements and the part of the directors’ remuneration report to be

audited are not in agreement with the accounting records and returns; or

certain disclosures of directors’ remuneration specified by law are not made; or

we have not received all the information and explanations we require for our audit.

Corporate governance statement

We have reviewed the directors’ statement in relation to going concern, longer-term viability and that

part of the Corporate Governance Statement relating to the parent company’s compliance with the

provisions of the UK Corporate Governance Code specified for our review by the Listing Rules.

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:

Directors’ statement with regards the appropriateness of adopting the going concern basis of

accounting and any material uncertainties identified set out on page 33;

Directors’ explanation as to their assessment of the group’s prospects, the period this assessment

covers and why the period is appropriate set out on page 33;

Directors’ statement on whether it has a reasonable expectation that the group will be able to

continue in operation and meets its liabilities set out on page 33;

Directors’ statement on fair, balanced and understandable set out on page 59;

Board’s confirmation that it has carried out a robust assessment of the emerging and principal risks

set out on pages 29 to 32;

Section of the annual report that describes the review of effectiveness of risk management and

internal control systems set out on pages 29 to 32; and

Section describing the work of the audit committee set out on pages 40 to 43.

Responsibilities of directors

As explained more fully in the directors’ responsibilities statement set out on page 59, the directors are

responsible for the preparation of the financial statements and for being satisfied that they give a true and

fair view, and for such internal control as the directors determine is necessary to enable the preparation of

financial statements that are free from material misstatement, whether due to fraud or error.

In preparing the financial statements, the directors are responsible for assessing the group’s and the parent

company’s ability to continue as a going concern, disclosing, as applicable, matters related to going concern

and using the going concern basis of accounting unless the directors either intend to liquidate the group or

the parent company or to cease operations, or have no realistic alternative but to do so.

Auditor’s 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 auditor’s 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.

The extent to which the audit was considered capable of detecting

irregularities, including fraud

Irregularities are instances of non-compliance with laws and regulations. The objectives of our audit are

to obtain sufficient appropriate audit evidence regarding compliance with laws and regulations that have

a direct effect on the determination of material amounts and disclosures in the financial statements, to

perform audit procedures to help identify instances of non-compliance with other laws and regulations

that may have a material effect on the financial statements, and to respond appropriately to identified or

suspected non-compliance with laws and regulations identified during the audit.

In relation to fraud, the objectives of our audit are to identify and assess the risk of material

misstatement of the financial statements due to fraud, to obtain sufficient appropriate audit

evidence regarding the assessed risks of material misstatement due to fraud through designing and

implementing appropriate responses and to respond appropriately to fraud or suspected fraud

identified during the audit.

However, it is the primary responsibility of management, with the oversight of those charged with

governance, to ensure that the entity’s operations are conducted in accordance with the provisions of

laws and regulations and for the prevention and detection of fraud.

In identifying and assessing risks of material misstatement in respect of irregularities, including fraud,

the group audit engagement team and component auditors:

obtained an understanding of the nature of the industry and sector, including the legal and regulatory

frameworks that the group and parent company operates in and how the group and parent company

are complying with the legal and regulatory frameworks;

inquired of management, and those charged with governance, about their own identification and

assessment of the risks of irregularities, including any known actual, suspected or alleged instances

of fraud;

discussed matters about non-compliance with laws and regulations and how fraud might occur

including assessment of how and where the financial statements may be susceptible to fraud for

regulated entities, as defined in ISA 250B: having obtained an understanding of the overall control

environment.

All relevant laws and regulations identified at a Group level and areas susceptible to fraud that could

have a material effect on the financial statements were communicated to component auditors. Any

instances of non-compliance with laws and regulations identified and communicated by a component

auditor were considered in our audit approach.

The most significant laws and regulations were determined as follows:

Legislation /

Regulation

Additional audit procedures performed by the Group audit engagement

team and component auditors included:

UK-adopted IAS/

FRS101/Companies Act

2006/Listing Rules

Review of the financial statement disclosures and testing to

supporting documentation.

Completion of disclosure checklists to identify areas of non-compliance.

GDPR/Data Protection

Act 2018

Inquired of those directors responsible for the group’s legal matters to confirm

compliance with GDPR and the Data Protection Act 2018.

Tax compliance

regulations

Inspection of advice received from external tax advisors. Consideration

of whether any matter identified during the audit required reporting to an

appropriate authority outside the entity.

The areas that we identified as being susceptible to material misstatement due to fraud were:

Risk

Audit procedures performed by the audit engagement team included:

Revenue recognition

Testing a sample of transactions accounted pre and post-year end for each

significant revenue stream ensuring that revenue is recognised in the correct

accounting period in line with the group’s accounting policy;

Management override

of controls

Testing the appropriateness of journal entries and other adjustments;

Assessing whether the judgements made in making accounting estimates

are indicative of a potential bias; and

Evaluating the business rationale of any significant transactions that are

unusual or outside the normal course of business.

A further description of our responsibilities for the audit of the financial statements is located on the

Financial Reporting Council’s website at: http://www.frc.org.uk/auditorsresponsibilities. This description

forms part of our auditor’s report.

Other matters which we are required to address

Following the recommendation of the audit committee, we were appointed by the board of directors

on 25 September 2024 to audit the financial statements for the period ending 31 December 2024 and

subsequent financial periods.

The period of total uninterrupted consecutive appointments is 2 years, covering the period ended

31 December 2024 to the year ended 31 December 2025.

The non-audit services prohibited by the FRC’s Ethical Standard were not provided to the group or the

parent company and we remain independent of the group and the parent company in conducting our audit.

Our audit opinion is consistent with the additional report to the audit committee in accordance with

ISAs (UK).

Use of our report

This report is made solely to the company’s members, as a body, in accordance with Chapter 3 of Part 16

of the Companies Act 2006. Our audit work has been undertaken so that we might state to the company’s

members those matters we are required to state to them in an auditor’s report and for no other purpose.

To the fullest extent permitted by law, we do not accept or assume responsibility to anyone other than the

company and the company’s members as a body, for our audit work, for this report, or for the opinions we

have formed.

As required by the Financial Conduct Authority (FCA) Disclosure Guidance and Transparency Rules, these

financial statements form part of the Annual Financial Report prepared in Extensible Hypertext Markup

Language (XHTML) format and filed on the National Storage Mechanism of the UK FCA. This auditor’s

report provides no assurance over whether the annual financial report has been prepared in XHTML

format.

Rachel Fleming (Senior Statutory Auditor)

For and on behalf of RSM UK Audit LLP,

Statutory Auditor

Chartered Accountants

103 Colmore Row

Birmingham

B3 3AG

Notes

12m period ended

Underlying

£m

Non-underlying*

£m

Non-underlying

Revenue

2.1

40.5

31.2

Cost of sales

(5.8)

(3.0)

Gross profit

34.7

28.2

Administrative expenses

(26.4)

(17.7)

(44.1)

(19.8)

(4.1)

(23.9)

EBITDA

16.4

(13.7)

2.7

14.0

(4.1)

9.9

Depreciation

3.2

(1.1)

(0.6)

Amortisation

3.1

(7.0)

(4.0)

(11.0)

(5.0)

Operating profit / (loss)

2.2

8.3

(17.7)

(9.4)

8.4

(4.1)

4.3

Finance expense

4.3

(0.3)

Finance income

4.3

0.8

0.2

1.0

0.4

4.7

Gain on remeasurement of previously held equity interest

3.6

60.8

Share of loss in associate

5.2

(1.6)

(0.5)

Net fair value losses on financial instruments

4.2

(0.8)

Profit / (loss) before taxation

8.8

40.9

49.7

8.5

(0.3)

8.2

Income tax expense / (credit)

2.6

(3.1)

3.7

0.6

(2.1)

(0.4)

(2.5)

Profit / (loss) for the year / period

5.7

44.6

50.3

6.4

(0.7)

5.7

Earnings per share

Basic earnings per share

2.7

48.0p

5.1p

Diluted earnings per share

2.7

48.0p

5.1p

*See note 2.8

The notes on pages 73 to 104 form part of these financial statements.

Consolidated Income Statement

period ended 31 December 2025

Profit for the period

50.3

5.7

Other comprehensive income/(expense)

Items that are or may be reclassified to profit and loss:

Foreign currency translation differences of foreign operations

(0.7)

0.1

Other comprehensive income for the period, net of tax

(0.7)

0.1

Total comprehensive income for the period

49.6

5.8

The notes on pages 73 to 104 form part of these financial statements.

Consolidated Statement of Comprehensive Income

12 month Period ended 31 December 2025

Notes

capital

premium

Other

reserves

Translation

reserve

Retained

earnings

Balance at 1 February 2024

73.2

56.8

5.6

0.4

224.4

360.4

Total comprehensive income for the period

Profit for the period

5.7

Other comprehensive income for the period, net of

tax

0.1

5.8

Issue of ordinary shares

13.9

16.1

30.0

Share based payments

1.0

Income tax relating to share based payments

0.2

Dividends paid

(358.4)

Balance at 31 December 2024

87.1

72.9

5.6

0.5

(127.1)

39.0

Balance at 1 January 2025

87.1

72.9

5.6

0.5

(127.1)

39.0

50.3

Other comprehensive income for the period, net of

tax

(0.7)

50.3

49.6

Issue of ordinary shares

4.4

28.0

22.8

61.0

111.8

Share based payments

3.6

Income tax relating to share based payments

0.2

Balance at 31 December 2025

115.1

95.7

66.6

(0.2)

(73.0)

204.2

Consolidated Statement of Changes in Equity

12 month Period ended 31 December 2025

Notes

Non-current assets

Property, plant and equipment

3.2

2.3

1.7

Goodwill

3.1

51.5

0.3

Other intangible assets

3.1, 3.6

161.7

16.3

Contract assets

2.1, 4.2

6.3

Investment in associate

5.2

9.6

Other investments

3.7

3.2

Total non-current assets

221.8

31.1

Current assets

Trade and other receivables

3.3

10.3

21.4

Contract assets

2.1, 4.2

0.8

Cash and cash equivalents

4.2

34.1

9.3

Total current assets

45.2

30.7

Total assets

267.0

61.8

Current liabilities

Lease liabilities

4.7

Trade and other payables

3.4

(10.7)

(11.0)

Deferred income

3.5

(7.5)

(7.6)

Current tax payable

2.6

(0.2)

(0.1)

Total current liabilities

(19.1)

(19.4)

Consolidated Balance Sheet

At 31 December 2025

Notes

Non-current liabilities

Interest bearing loans and borrowings

4.2

(0.2)

Lease liabilities

4.7

(0.6)

Other liabilities

4.2

(7.9)

Deferred tax liabilities

2.6

(35.0)

(2.5)

Total non-current liabilities

(43.7)

(3.4)

Total liabilities

(62.8)

(22.8)

Net assets

204.2

39.0

Capital and reserves

Called up share capital

4.4

115.1

87.1

Share premium account

95.7

72.9

Other reserves

66.6

5.6

Translation reserve

(0.2)

0.5

Retained earnings

(73.0)

(127.1)

Total equity attributable to equity

shareholders of the Company

204.2

39.0

Approved by the Board of Directors on 22 April 2026 and signed on its behalf by:

W Berman

Chief Executive

O Mann

The notes on pages 73 to 104 form part of these financial statements

Registered Company Number: 02304195

Consolidated Cash Flow Statement

Notes

Cash flows from operating activities

Adjustment for taxation

2.6

(0.6)

2.5

Gain on remeasurement of previously held

equity interest

3.6

(60.8)

Share of result of associate

5.2

1.6

0.5

Net fair value losses on financial instruments

0.8

Adjustment for net financing expense

(4.4)

(9.4)

Depreciation and amortisation

12.1

3.6

1.0

Changes in trade and other receivables

0.3

(4.7)

Changes in trade and other payables

(0.1)

(1.3)

Cash generated from operations

6.5

4.9

Net taxation paid

(0.6)

(0.1)

Bank interest paid

(0.1)

Bank interest received

1.1

4.5

Lease interest paid

Net cash from operating activities

6.8

9.1

Cash flows from investing activities

Proceeds from sale of business and settlement

of previous intra-group balance net of fees

paid

10.0

395.4

Purchase of property, plant, equipment and

intangible assets

3.1, 3.2

(11.4)

(7.5)

Acquisition of subsidiaries, net of cash acquired

(10.7)

Acquisition of resellers

(2.8)

Investment in associate

(10.0)

Other investments

(3.2)

Net cash from / used in investing activities

(14.9)

374.7

Cash flows from financing activities

Proceeds from issue of share capital

35.7

30.0

Cost of issuing share capital

(1.6)

Payment of lease liabilities

4.7

(1.2)

(0.5)

Repayment of loans

(93.0)

Payment of dividend

(358.4)

Net cash inflow / outflow from

financing activities

32.9

(421.9)

Net increase / (decrease) in cash and cash

equivalents

24.8

(38.1)

Cash and cash equivalents at start of period

9.3

47.4

Cash and cash equivalents at end of period

34.1

9.3

Notes to the Financial Statements

1 – Basis of Preparation

Presented below are those accounting policies that relate to the financial statements as a whole and

includes details of new accounting standards that are or will be effective for FY25 (being the 12 month

period ended 31 December 2025) or later years. To facilitate the understanding of each note to the

financial statements those accounting policies that are relevant to a particular category are presented

within the relevant notes.

On 11 March 2025, the Company changed its accounting reference period to end on 31 December. On

13 February 2024, the Company changed it name to Pinewood Technologies Group PLC (formerly

Pendragon PLC).

Pinewood Technologies Group Plc is a Group domiciled in the United Kingdom. The consolidated

financial statements of the Group for the 12 month period ended 31 December 2025 comprise the

parent and its subsidiaries and the Group’s interest in jointly controlled entities, together referred to as

the ‘Group’.

The consolidated financial statements of the Group as at and for the 12 month period ended 31

December 2025 (FY24: 11 month period ended 31 December 2024) have been prepared in accordance

with UK-adopted IFRS in conformity with the requirements of the Companies Act 2006.

The directors have elected to prepare its parent Company financial statements in accordance with FRS

101. These are presented on pages 105 to 107.

The financial statements are presented in millions of UK pounds, rounded to the nearest £0.1m. They

have been prepared under the historical cost convention and where other bases are applied these are

identified in the relevant accounting policy in the notes below.

Going concern

The Directors are, at the time of approving the financial statements, satisfied that the Group

has adequate resources to continue in operational existence for at least 12 months from the date

of approval of the financial statements. Thus, they continue to adopt the going concern basis of

accounting in preparing the financial statements.

The Group meets its day-to-day working capital requirements from operating in a net cash position

and being a cash generative business. The Group is forecasting a cash inflow of £1.8m in FY26. The

Group also has access to a £10m RCF, which expires in February 2027 and the Group is in the process of

renewing, although it is not forecast to be required due the Group’s year end cash and cash equivalents

position of £34.1m and net current assets of £26.1m.

In the context of the above, the directors have prepared cash flow forecasts for the period to 31

December 2027 which indicate that, taking account of reasonably possible downsides, the Group will

have sufficient funds to meet its liabilities as they fall due for that period.

The Directors have modelled scenarios as follows:

A base cash flow forecast. The 2026 figures in this forecast are based on the Group’s FY26 budget,

which reflect current run-rates and expected strategic improvements. The 2027 figures in the base

cash flow forecast are based on the 2026 budget.

A severe, but plausible downside scenario. The directors have also prepared a sensitised forecast

which considers the impact of a 10% reduction in revenue when compared to the base case.

The Directors are mindful of the potential impacts to macro-economic conditions but after assessing

the risks do not believe there to be a material risk to going concern.

Based on the above, the directors are confident that the Group and Company will have sufficient funds

to continue to meet its liabilities as they fall due for at least 12 months from the date of approval of the

financial statements, and therefore the directors believe it remains appropriate to prepare the financial

statements on a going concern basis.

Judgements

The Group applies judgement in how it applies its accounting policies, which do not involve estimation,

but could materially affect the numbers disclosed in these financial statements. The following

accounting judgements, without estimation, have been applied in these financial statements.

Internally generated intangible assets relate to activities that involve the development of the dealer

management system and automotive retail software by the Group. The Directors consider the dealer

management system to be one separately identifiable intangible asset that is continuously developed.

The automotive retail software developed by the Group’s subsidiary Seez App Technology Ltd is

considered an additional separately identifiable intangible asset that is continuously developed.

Subsequent expenditure that does not relate to ongoing maintenance or research activities provides

additional future economic benefit and meets the definition of an intangible asset.

Between 1 February 2024 and 31 July 2025 the Group held a 49% interest in Pinewood North America

LLC, which has the right to sell the Group’s software in the United States of America and Canada.

During this period the Group’s level of control or influence over Pinewood North America LLC has been

assessed in accordance with IAS 28 and IFRS 10. It has been determined that during this period the

Group did not have either control or shared control but did have significant influence, as such Pinewood

North America LLC was classified as an associate for that period.

Between 1 February 2024 and 31 July 2025 the Group provided software development services to

Pinewood North America LLC. The income from these services has been assessed under the criteria

of IFRS 15 and has been recognised as revenue, which has been reduced under the equity method

consolidation procedures required by IAS 28 to remove the Group’s share of the gain resulting from a

downstream transaction, see note 5.2.

Following the Group’s acquisition of the outstanding 51% interest in Pinewood North America LLC

previously owned by Lithia Motors, Inc. on 31 July 2025, Pinewood North America LLC has been

reclassified as a subsidiary and its results fully consolidated in the Group’s accounts.

The Group has presented non-underlying items separately within the income statement. These are

items which in management’s judgement need to be disclosed separately by virtue of their size, nature

or frequency to aid understanding of the performance for the year or comparability between periods.

Non-underlying items includes the Group’s share of the loss from its associate Pinewood North America

LLC for the 7 month period ended 31 July 2025 as well as the consolidated result of Pinewood North

America LLC for the 5 month period ended 31 December 2025, see the Alternative Performance

Measures section below and note 2.8.

Notes to the Financial Statements

1 – Basis of Preparation

Judgements

The Group exercises judgement in identifying and valuing intangible assets acquired in business

combinations under IFRS 3. During the period, the Purchase Price Allocation (PPA) for the acquisitions

of Seez App Holding Ltd, Pinewood North America LLC and certain key assets including customer

contracts from the Motify Group in South Africa required significant judgement. Judgement was

required to distinguish between and value the assets acquired, which comprised customer contracts,

reacquired rights, software development, the Seez brand and goodwill, see notes 3.6 and 3.7.

Accounting Estimates

The preparation of financial statements in conformity with adopted IFRSs requires the use of estimates

and assumptions that affect the reported amounts of assets and liabilities at the date of the financial

statements and the reported amounts of revenues and expenses during the reporting period/year.

Although these estimates are based on management’s best knowledge of the amount, events or

actions, actual results ultimately may differ from those estimates.

The estimates and underlying assumptions are reviewed on an ongoing basis. The estimates and

associated assumptions are based on historical experience and various other factors that are believed

to be reasonable under the circumstances.

The value of capitalised development work relies on an estimate of the time spent on different

development projects. The value of intangible assets arising on the PPA in respect of Pinewood North

America LLC involved forecasting the cashflows associated with delivery of secured contracts in

North America. Key estimates and judgements were involved in determining assumptions on renewal

periods, margins, contributory asset costs and discount rate. It was concluded that based on historic

experience in the Group that renewals for a period of 20 years was appropriate. The value of intangible

assets arising on the PPA in respect of Seez involved estimates of future profitability, royalty rates and

discount rates. Cashflow forecasts were based on a 5 year period in line with the Group’s targets for

Seez and assumed a terminal value based on 2% long term growth.

The amortisation period of the Group’s intangible assets relies on estimates of the technological and

commercial obsolescence rate relevant to each asset class to determine the useful economic life. The

fair value of warrants classified as debt relies on estimates of key inputs within the valuation model,

including expected share price volatility, risk-free interest rates, and the anticipated timing of exercise.

The measurement of share-based payment expenses relies on estimates of the fair value of equity

instruments at the grant date and the probability of non-market performance conditions being met.

Revisions to accounting estimates are recognised in the period in which the estimate is revised if the

revision affects only that period, or in the period of the revision and future periods if the revision affects

both current and future periods. The Directors consider the valuation of intangible assets arising

on acquisition and the assessment of their value in use for impairment testing to involve significant

estimation uncertainty, see note 3.1. The Directors do not consider there to be any further areas of

estimation uncertainty that could be significant under IAS 1, ‘Presentation of Financial Statements’,

being areas of estimation uncertainty with a significant risk of a material change to the carrying value

of assets and liabilities within the next financial year.

Climate change

In preparing these financial statements, management has taken into account climate change risks. This

included assessing the estimated useful lives of assets and developing assumptions, used in determining

estimates, by considering potential impacts of climate risks and the Group’s planned response.

Basis of consolidation

The consolidated financial statements include the financial statements of Pinewood Technologies

Group PLC, all its subsidiary undertakings and investments. Consistent accounting policies have been

applied in the preparation of all such financial statements.

Subsidiaries are entities controlled by the Group. The Group controls an entity when it is exposed to, or has

rights to, variable returns from its involvement with the entity and has the ability to affect those returns

through its power over the entity. The financial statements of subsidiaries are included in the consolidated

financial statements from the date that control commences until the date that control ceases.

Intragroup balances and any unrealised gains or losses or income and expenses arising from intragroup

transactions, are eliminated in preparing the consolidated financial statements.

The Group’s interests in associates are accounted for using the equity method. On initial recognition

the investment in an associate is recognised at cost and the carrying amount is subsequently increased

or decreased to recognise the Group’s share of the profit or loss, other comprehensive income and

changes in equity of the associate after the date of acquisition. The net investment in an associate is

impaired and impairment losses are incurred if, and only if, there is objective evidence of impairment as

a result of events that occurred after the initial recognition of the net investment which have an impact

on the estimated future cash flows that can be reliably estimated.

Foreign currencies

Transactions in foreign currencies are translated to the respective functional currency of Group entities

at the foreign exchange rate ruling at the date of the transaction. Monetary assets and liabilities

denominated in foreign currencies at the balance sheet date are translated to the functional currency

at the foreign exchange rate ruling at that date. Non-monetary assets and liabilities that are measured

in terms of historical cost in a foreign currency are translated using the exchange rate at the date of the

transaction. Foreign currency differences arising on retranslation are recognised in profit or loss.

The assets and liabilities of foreign operations, including goodwill and fair value adjustments arising on

consolidation, are translated to sterling at foreign exchange rates ruling at the balance sheet date. The

revenues and expenses of foreign operations are translated to sterling at rates approximating to the

foreign exchange rates ruling at the dates of the transactions.

Cash and cash equivalents

For the purposes of the cash flow statement, cash and cash equivalents comprise deposits with banks

and financial institutions, bank and cash balances, and liquid investments.

Impairment

The carrying amounts of the Group’s assets, other than deferred tax assets (see note 2.6), are reviewed

at each balance sheet date to determine whether there is any indication of impairment. If any such

indication exists, the asset’s recoverable amount is estimated.

For goodwill the recoverable amount is estimated at each balance sheet date. The recoverable amount

is the higher of fair value less costs to sell and value in use. In assessing value in use, the estimated

future cash flows are discounted to their present value using a pre-tax discount rate that reflects

current market assessments of the time value of money and the risks specific to the asset for which the

estimates of future cash flows have not been adjusted.

In assessing fair value less costs to sell, the estimated future cash flows are multiplied by an appropriate

trading multiple or by assessing the fair value of the individual assets.

For the purpose of impairment testing, assets are grouped together into the smallest group of assets

that generates cash inflows from continuing use that are largely independent of the cash inflows from

other groups of assets (‘the cash generating unit’). The goodwill acquired in a business combination, for

the purpose of impairment testing is allocated to cash generating units. Management have determined

that there are two cash generating units in the Group.

An impairment loss is recognised whenever the carrying amount of an asset or its cash generating unit

exceeds its recoverable amount. Impairment losses are recognised in the income statement.

Impairment losses recognised in respect of cash generating units are allocated first to reduce the

carrying amount of any goodwill allocated to cash generating units and then, to reduce the carrying

amount of the other assets in the unit on a pro-rata basis.

An impairment loss in respect of goodwill is not reversed. In respect of other assets, an impairment

loss is reversed if there has been a change in the estimates used to determine the recoverable amount.

An impairment loss is reversed only to the extent that the asset’s carrying amount does not exceed

the carrying amount that would have been determined, net of depreciation or amortisation, if no

impairment loss had been recognised. The impact of the current period impairment review can be seen

in note 3.1.

Adoption of new and revised standards and new standards and interpretations not yet adopted

The Group has adopted the following new or amended standards. There are no material impacts

of these new or revised standards on the consolidated financial statements for the year ended 31

December 2025

Amendments to IAS 21 The Effects of Changes in Foreign Exchange Rates: Lack of Exchangeability.

Amendment to IFRS 9 and IFRS 7 - Classification and Measurement of Financial Instruments -

effective date 1 January 2026.

IFRS S1 General Requirements for Disclosure of Sustainability-related Financial Information and IFRS

S2 Climate-related Disclosures.

A number of new standards, amended standards and interpretations are effective for annual periods

beginning after 1 January 2026 and earlier application is permitted; however, the Group has not early

adopted the new or amended standards in preparing these consolidated financial statements.

IFRS 18 was issued in April 2024 and is effective for periods beginning on or after 1 January 2027.

Early application is permitted and comparatives will require restatement. The standard will replace

IAS 1 Presentation of Financial Statements and although it will not change how items are recognised

and measured, the standard brings a focus on the income statement and reporting of financial

performance. Specifically, it classifies income and expenses into five new defined categories -

operating, investing, financing, income taxes and discontinued operations and two new subtotals

operating profit and loss and profit or loss before financing and income tax. In addition, IFRS 18

introduces disclosures of management defined performance measures (MPMs) and enhances general

requirements on aggregation and disaggregation. The impact of the standard on the Group is currently

being assessed and it is not yet practicable to quantify the effect of IFRS 18 on these consolidated

financial statements, however there is no impact on presentation for the Group in the current year

given the effective date – this will be applicable for the Group’s 2027 Financial Statements.

Alternative performance measures

The Group uses a number of key performance measures (‘KPI’s’) which are non-IFRS measures to

monitor the performance of its operations. The Group believes these KPIs provide useful historical

financial information to help investors and other stakeholders evaluate the performance of the business

and are measures commonly used by certain investors for evaluating the performance of the Group.

The Group will report the following KPIs on a consistent basis and they are defined and reconciled

as follows:

Gross margin %

- defined as gross profit as a percentage of revenue, with calculation on page 15 of the

annual accounts.

– Underlying EBITDA is defined as earnings before interest, taxation, depreciation

and amortisation, adjusted to exclude non-underlying items which in management’s judgement need

to be disclosed separately by virtue of their size, nature or frequency to aid understanding of the

performance for the year or comparability between periods. This measure is broken out within the

Income Statement.

Underlying EBITDA margin %

– Underlying EBITDA margin is defined as EBITDA as a percentage of

revenue, adjusted to exclude non-underlying items, as defined above.

Underlying operating profit/(loss) before tax

- results on an underlying basis exclude items which

in management’s judgement are non-underlying in nature, as defined above. The non-underlying

results are shown separately on the face of the consolidated income statement to reconcile from the

underlying to total results. The details of the non-underlying items including their tax impact are shown

in note 2.8.

2 – Results and Trading

This section contains the notes and information to support the results presented in the income

statement.

2.1

2.2

Operating profit

2.3

Operating segments

2.4

Staff costs

2.5

Audit fees

2.6

Taxation

2.7

Earnings per share

2.8

Non-underlying items

2.1

Accounting policy

Revenue is measured based on the consideration specified in a contract with a customer and excludes

amounts collected on behalf of third parties. The Group recognises revenue when it transfers control

over a product or service to a customer.

The Group provides marketing services tailored to the automotive retail sector, including digital

advertising and lead generation. Under IFRS 15, these services are treated as a single performance

obligation satisfied over time as the customer simultaneously receives and consumes the benefits.

Revenue is recognised on a straight-line basis over the service period.

The Group issued warrants to a customer in February 2025 as part of a service agreement, see note

4.2. The fair value of these warrants at the time of issuance will be recognised as a reduction of the

transaction price and recorded as a deduction from revenue over the expected service delivery period.

For the period ended 31 December 2025 the value recognised was nil (FY24: nil).

The following is a description of principal activities from which the Group generates its revenue

categorised by the reportable segments as detailed in note 2.3.

Software

The Group supplies dealer management systems and automotive retail software to motor vehicle

dealers. These systems include consultancy, training and installation services and the right to use the

Group’s software over a contractual period. Products and services may be sold separately or in bundled

packages. Examples of a bundled package will include system consultancy, on and off site training

for users together with the right for a number of users to use the software. For bundled packages,

the Group accounts for individual products and services separately as they are distinct items, as each

performance obligation within that contract is separately identifiable from other items in the bundled

package. The consideration is allocated between separate products and services in a bundle based on

their stand-alone selling prices. The stand-alone selling prices are determined based on the list prices

at which the Group sells these items and are separately identified on the customer’s contract and

subsequent invoice.



Products	Nature, timing of satisfaction of performance obligations
and services	and significant payment terms
Software	Pinewood supplies its software on a hosting basis and licence specific numbers
	of users to access this service. As such Pinewood supply ‘Software as a Service’
	(SaaS). The software licences are provided only in conjunction with a hosting
	service, the customer cannot take control of the licence or use the software without
	the hosting service and as such the customer cannot benefit from the licence on
	its own and the licence is not separable from the hosting services. Therefore, the
	licence is not distinct and would be combined with the hosting service. The Group’s
	assessment of its performance obligation under IFRS 15 of providing SaaS is that
	revenue is recognised over the period of the contract. SaaS are typically billed one
	month in advance of a quarterly billing cycle ensuring payment is received prior to
	commencement of usage.
Training,	The Group recognises revenue on the provision of any consultancy time, training
Installation and	and installation at the point of providing and delivering the service. Consultancy
Consultancy	hours are billed at the time of delivery. Training courses are billed at the time
	of booking which may be in advance of the date the training is scheduled for.
	Installation hours are billed at the time of completion of the service.
Digital	The Group provides marketing services tailored to the automotive retail sector,
advertising and	including digital advertising and lead generation. Under IFRS 15, these services are
Lead Generation	treated as a single performance obligation satisfied over time as the customer
	simultaneously receives and consumes the benefits. Revenue is recognised on a
	straight-line basis over the service period.

Disaggregation of revenue

In the following table, revenue is disaggregated by primary geographical market, major products/

service lines and timing of revenue recognition.



	12m period ended	11m period ended
	31 December	31 December
	2025	2024
	£m	£m
Primary geographical markets
UK	31.2	27.8
Europe (excl. UK)	2.3	1.6
Africa	1.4	0.7
Asia-Pacific and Middle East	4.3	0.7
North and Central America	1.3	0.4
Revenue from external customers	40.5	31.2

2 – Results and Trading

2.1

| | | |
| --- | --- | --- |
| | |
| | 12m period ended | 11m period ended |
| | 31 December | 31 December |
| | 2025 | 2024 |
| | £m | £m |
| Major products/service lines | | |
| Software revenue | 39.4 | 30.8 |
| Software development revenue | 1.1 | 0.4 |
| Revenue from external customers | 40.5 | 31.2 |
| Timing of revenue recognition | | |
| At point in time | 4.4 | 3.9 |
| Over time | 36.1 | 27.3 |
| Revenue from external customers | 40.5 | 31.2 |

Contract liabilities

The Group recognises the following contract liabilities:

Contract liabilities have decreased by £0.1m. Expansion of the Group’s software business which

predominately invoices quarterly in advance, was offset by a reduction of deferred income from

the software development revenues from Pinewood North America LLC, which ended in the period

following the acquisition of this entity in July 2025. The contract liabilities of £7.6m from the beginning

of FY25 were recognised in full as revenue in the period. The Group applies the practical expedient

under paragraph 121 (b) of IFRS 15 in not disclosing the remaining performance obligations.

During the year a contract asset was recognised of £7.1mil. The corresponding liability is discussed in

detail in note 4.2.

2.2 Operating profit

The following items have been included in arriving at operating profit:

2.3 Operating segments

In the year ended 31 December 2025 there were two reportable segments, as described below, which

were the Group’s strategic business units. The segments offered different ranges of products and

services and were managed separately. For each of these segments, the Group’s Chief Operating

Decision Maker (CODM) was Bill Berman Chief Executive Officer. The CODM receives internal

management reports on at least a monthly basis.

The review of these management reports enabled the CODM to allocate resources to each segment

and form the basis of strategic and operational decisions, such as acquisition strategy, closure

programme or working capital allocation. The following summary describes the operations in each of

the Group’s reportable segments operational in the period:

Pinewood:

This segment comprises the Group’s activities as a dealer management systems provider.

Seez:

Following the acquisition of Seez on 4 March 2025, see note 3.6, Seez became a segment

comprising sales of AI products for automotive retail as well as digital advertising and sales lead

generation.

In the prior period Pinewood was the only operating segment as such no prior period comparator is

presented.

Inter-segment transfers and transactions are entered into under normal commercial terms and

conditions that would also be available to unrelated third parties.

2.3 Operating segments

| | | | |
| --- | --- | --- | --- |
| | |
| | Pinewood | Seez | Total |
| 12 month period ended 31 December 2025 | £m | £m | £m |
| Revenue including intercompany amounts | 36.1 | 4.4 | 40.5 |
| Inter-segment revenue | – | – | – |
| Revenue from external customers | 36.1 | 4.4 | 40.5 |
| Underlying EBITDA | 16.1 | 0.3 | 16.4 |
| Finance expense | | | (0.3) |
| Finance income | | | 0.8 |
| Depreciation | | | (1.1) |
| Underlying amortisation | | | (7.0) |
| Non-underlying items, see note 2.8 | | | 40.9 |
| Profit before tax | | | 49.7 |
| Other items included in the income statement are as follows: | | | |
| Cost of Sales | (3.6) | (2.2) | (5.8) |

Geographical information.

In both the 12 month period to 31 December 2025 and the 11 month period to 31 December 2024 the Pinewood

operating segment originates in the United Kingdom. The Seez operating segment originates in Dubai.

2.4 Staff costs

The average number of people employed by the Group in the following areas was:

Costs incurred in respect of these employees were:

Information relating to directors’ emoluments, share options and pension entitlements is set out in the

Directors’ Remuneration Report on pages 48 to 55.

2.5 Audit fees

2.6 Taxation

Accounting policy

Income tax comprises current and deferred tax. Income tax is recognised in the income statement

except to the extent that it relates to items recognised directly in other comprehensive income, in which

case it is recognised in the statement of comprehensive income.

Current tax is the expected tax payable on the taxable income for the period/year, using tax rates

enacted or substantively enacted at the balance sheet date, and any adjustment to tax payable in

respect of previous years.

2.6 Taxation

Deferred tax is recognised using the balance sheet liability method, recognising temporary differences

between the carrying amounts of assets and liabilities for financial reporting purposes and the

amounts used for taxation purposes. The following temporary differences are not recognised: initial

recognition of goodwill, the initial recognition of assets or liabilities in a transaction that is not a business

combination that affect neither accounting nor taxable profit and do not give rise to equal taxable and

deductible temporary differences. The amount of deferred tax recognised is based on the expected

manner of realisation or settlement of the carrying amount of assets and liabilities, using tax rates

enacted or substantively enacted at the balance sheet date.

A deferred tax asset is recognised only to the extent that it is probable that future taxable profits will be

available against which the asset can be utilised. Deferred tax assets are reduced to the extent that it is

no longer probable that the related tax benefit will be realised.

Estimates and judgements

The actual tax on the Group’s profits is determined according to complex laws and regulations. Where

the effect of these laws and regulations is unclear, estimates are used in determining the liability for

the tax to be paid on profits which are recognised in the financial statements. The Group considers the

estimates, assumptions and judgements to be reasonable but this can involve complex issues which may

take a number of years to resolve. The final determination of tax liabilities could be different from the

estimates reflected in the financial statements but the Group believes that none have a significant risk

of causing a material adjustment to the carrying amount of the liability within the next financial year.

Deferred tax assets and liabilities require management judgement in determining the amounts to be

recognised. In particular, judgement is used when assessing the extent to which deferred tax assets

should be recognised with consideration given to the timing and level of future taxable income.

Taxation – Income statement

Factors affecting the tax charge for the period:

The tax assessed is different from the standard rate of corporation tax in the UK of 25.0% (FY24:

25.0%)

The differences are explained below:

Tax rate

The UK tax rate applying throughout FY25 was 25.0% (FY24: 25.0%). The UK corporation tax rate

applicable to the year ended 31 December 2025 and later periods is 25%.

Pillar 2

Pinewood Technologies Group PLC is not be within scope of the enacted Pillar 2 rules due to revenue

being below the threshold of €750m.

Deferred tax assets/(liabilities)

Deferred income 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 income taxes relate to the same

fiscal authority.



	31 December	31 December
	2025	2024
	£m	£m
Deferred tax assets	3.1	1.5
Deferred tax liabilities	(38.1)	(4.0)
Deferred tax liabilities	(35.0)	(2.5)

The table below outlines the deferred tax (liabilities)/assets that are recognised on the balance sheet,

together with their movements in the period;



			(Charged) to	(Charged) to
	At 1		consolidated	equity or other	At 31
	February	Arising on	income	comprehensive	December
	2024	Acquisition	statement	income	2024
	£m	£m	£m	£m	£m
Property, plant and equipment	0.2	–	(0.1)	–	0.1
Intangible fixed assets	(3.4)	–	(0.6)	–	(4.0)
Other short term temporary
differences	–	–	0.2	0.2	0.4
Losses	2.6	–	(1.6)	–	1.0
Tax assets/(liabilities)	(0.6)	–	(2.1)	0.2	(2.5)



			(Charged)/	Credited/
			credited	(charged)
			to	to equity
	At 1	Arising	consolidated	or other	At 31
	January	on	income	comprehensive	December
	2025	Acquisition	statement	income	2025
	£m	£m	£m	£m	£m
Property, plant and equipment	0.1	–	(2.8)	–	(2.7)
Intangible fixed assets	(4.0)	(34.4)	3.0	–	(35.4)
Other short term temporary
differences	0.4	–	0.7	0.2	1.3
Losses	1.0	0.3	0.5	–	1.8
Tax (liabilities)/assets	(2.5)	(34.1)	1.4	0.2	(35.0)

Current tax liability

At 31 December 2025 the Group had a current tax liability of £0.2m (FY24: £0.1m).

The Group presents basic and diluted earnings per share (EPS) data for its ordinary shares. Basic EPS

is calculated by dividing the profit or loss attributable to ordinary shareholders of the Group by the

weighted average number of ordinary shares in issue during the period. The shares held by the EBT

have been excluded from the calculation until such time as they vest unconditionally with the employees.

Diluted EPS is calculated by dividing the profit and loss attributable to ordinary shareholders by the

weighted average number of ordinary shares in issue taking account of the effects of all dilutive

potential ordinary shares, which comprise of share options granted to employees and LTIPs.



	12m period	12m period	11m period	11m period
	ended	ended	ended	ended
	31 December	31 December	31 December	31 December
	2025	2025	2024	2024
	Earnings per	Earnings	Earnings per	Earnings
	share	Total	share	Total
Earnings per share calculation	pence	£m	pence	£m
Basic earnings per share	48.0	50.3	5.1	5.7
Diluted earnings per share	48.0	50.3	5.1	5.7

The calculation of basic, adjusted and diluted earnings per share is based on the following number of

shares in issue (millions):



	12m period	11m period
	ended	ended
	31 December	31 December
	2025	2024
	Number	Number
Weighted average number of ordinary shares in issue	104.7	111.4
Weighted average number of dilutive shares under option	0.2	–
Weighted average number of shares in issue taking account of
applicable outstanding share options	104.9	111.4
Non-dilutive shares under option	10.5	2.5

2.8 Non-underlying items

Non-underlying items are items that in management’s judgement need to be disclosed separately

by virtue of their size, nature or frequency to aid understanding of the performance for the year or

comparability between periods.

All items stated above are significant in size or nature and not considered part of the Group’s normal,

recurring operating activities for the reasons as follows:

Amortisation of acquired intangible assets arises from acquisition accounting and does not reflect

the Group’s underlying trading performance.

Restructure and transition costs, including transaction fees, following FY25 acquisitions relate to

integration and restructuring activities following recent acquisitions and are not expected to recur as

part of normal operations.

Administrative expenses and Finance income in Pinewood North America, LLC as subsidiary

relate to a subsidiary that has not yet reached operational scale and are therefore not considered

representative of the Group’s underlying cost/income base.

Share-based payment charges are non-cash expenses arising from equity incentive arrangements

rather than underlying operating activities.

Restructuring and transition costs directly incurred as the result of the sale of the Group’s motor retail

and leasing businesses to Lithia UK Holding Limited on 31/01/2024, therefore not part of the Group’s

ongoing operations.

Gain on remeasurement of previously held equity interest is a one-off accounting adjustment.

Group share of result of Pinewood North America, LLC as associate relates to the period when the

investment was accounted for as an associate prior to becoming a consolidated subsidiary.

Net fair value losses on financial instruments reflect market-driven valuation changes rather than

underlying trading performance.

2.8 Non-underlying items

The Group share of the result from Pinewood North America, LLC, is treated as a non-underlying item.

The income and costs in Pinewood North America, LLC, represent the phase of launching the Group’s

system into the North American DMS market. The North American DMS market is c.20,000 franchised

dealerships. Once the Group achieves a market share of 0.1% or 20 dealers, with the Pinewood system

fully implemented in these dealers, the Pinewood share of Pinewood North America, LLC, will be

treated as underlying. Until this point, any share of income and expenditure will be the non-recurring

entry phase to the North American market and shown as non-underlying.

The revenue arising from the sale of software development services to Pinewood North America LLC

has been shown as part of the underyling business as it has arisen from Pinewood’s core operating

activities, which are the development and sale of software. The software development revenue of

£1.1m arising when Pinewood North America was equity accounted for as an associate (FY24: £0.4m) is

shown in note 2.1.

3 – Operating Assets and Liabilities

This section contains the notes and information to support those assets and liabilities presented in the

Consolidated Balance Sheet that relate to the Group’s operating activities.

3.1

Intangible assets and goodwill

3.2

Property, plant and equipment

3.3

Trade and other receivables

3.4

Trade and other payables

3.5

Deferred income

Acquisitions

3.7

Other Investments

3.1

Intangible assets and goodwill

Accounting policies

All business combinations are accounted for by applying the purchase method. Goodwill represents

the excess of the cost of acquisition over the net fair value of the identifiable assets, liabilities and

contingent liabilities of the acquired subsidiary undertakings at the effective date of acquisition and is

included in the balance sheet under the heading of intangible assets. The goodwill is allocated to cash

generating units (CGUs). An impairment test is performed annually as detailed below. Goodwill is then

held in the balance sheet at cost less any accumulated impairment losses.

Adjustments are applied to bring the accounting policies of acquired businesses into alignment with

those of the Group. The costs associated with reorganising or restructuring are charged to the post

acquisition income statement. Fair value adjustments are made in respect of acquisitions. If at the

balance sheet date the fair value of the acquiree’s identifiable assets, liabilities and contingent liabilities

can only be established provisionally then these values are used. Any adjustments to these values made

within 12 months of the acquisition date are taken as adjustments to goodwill.

Internally generated intangible assets relate to activities that involve the development of dealer

management systems. Development expenditure is capitalised only if development costs can be

measured reliably, the product is technically and commercially feasible, future economic benefits are

probable and the Group intends to and has sufficient resources to complete development and to use

or sell the asset. The expenditure capitalised includes the costs of labour and overhead costs that are

directly attributable to preparing the asset for its intended use. If the development expenditure does

not meet the above criteria it is expensed to the income statement.

Intangible assets other than goodwill are stated at cost less accumulated amortisation and any

impairment losses. Intangible assets other than goodwill are stated at cost less accumulated

amortisation and any impairment losses. Subsequent expenditure on capitalised intangible assets is

capitalised only when it increases the future economic benefits embodied in the specific asset to which

it relates. All other expenditure is expensed as incurred.

Intangible assets arising on an acquisition are recognised separately from goodwill if its fair value can be

measured reliably and is either (i) separable from the acquired business, or (ii) arises from contractual

or legal rights. Amortisation is calculated on a straight line basis over the estimated useful life of the

intangible asset. Amortisation methods and useful lives are reviewed annually and adjusted if appropriate.

The main intangible assets recognised are customer contracts and relationships, reacquired rights,

brands and trademarks and software development. Customer contracts and relationships relate to the

fair value of the customer contracts entered into by Pinewood North America LLC prior to its acquisition

by the Group. Reacquired rights relate to the fair value of the reseller rights previously granted to the

former resellers in the South African and Middle Eastern markets. Brand and trademarks relate to the

fair value of the Seez brand, see note 3.6 for details of all these acquisitions. Amortisation is charged to

the income statement on a straight-line basis over their estimated useful lives.



The estimated useful lives are as follows:	Customer contracts and relationships - 20 years
	Reacquired rights - 10 years
	Brands and trademarks - 5 years
	Software development - 5 to 10 years

3 – Operating Assets and Liabilities

3.1

| | | | | | | | |
| --- | --- | --- | --- | --- | --- | --- | --- |
| | |
| | | Customer contracts | | Brands / | Software | Other | |
| | Goodwill | / relationships | Reacquired Rights | Trademarks | development | intangibles | Total |
| | £m | £m | £m | £m | £m | £m | £m |
| Cost | | | | | | | |
| At 1 February 2024 | 0.3 | – | – | – | 36.8 | 1.1 | 38.2 |
| Additions | – | – | – | – | 7.4 | 0.1 | 7.5 |
| Disposals | – | – | – | – | – | (1.0) | (1.0) |
| At 31 December 2024 | 0.3 | – | – | – | 44.2 | 0.2 | 44.7 |
| At 1 January 2025 | 0.3 | – | – | – | 44.2 | 0.2 | 44.7 |
| Additions | – | – | – | – | 10.5 | 0.1 | 10.6 |
| Acquisition through business combinations | 51.2 | 125.0 | 2.4 | 1.6 | 17.1 | – | 197.3 |
| Foreign exchange differences | – | – | – | – | (0.4) | – | (0.4) |
| At 31 December 2025 | 51.5 | 125.0 | 2.4 | 1.6 | 71.4 | 0.3 | 252.2 |
| Amortisation | | | | | | | |
| At 1 February 2024 | – | – | – | – | 23.0 | 1.1 | 24.1 |
| Amortised during the period | – | – | – | – | 5.0 | – | 5.0 |
| Disposals | – | – | – | – | - | (1.0) | (1.0) |
| At 31 December 2024 | – | – | – | – | 28.0 | 0.1 | 28.1 |
| At 1 January 2025 | – | – | – | – | 28.0 | 0.1 | 28.1 |
| Amortised during the period | – | 2.6 | 0.1 | 0.3 | 8.0 | – | 11.0 |
| Foreign exchange differences | – | – | – | – | (0.1) | – | (0.1) |
| At 31 December 2025 | – | 2.6 | 0.1 | 0.3 | 35.9 | 0.1 | 39.0 |
| Carrying amounts | | | | | | | |
| At 1 February 2024 | 0.3 | – | – | – | 13.8 | – | 14.1 |
| At 31 December 2024 | 0.3 | – | – | – | 16.2 | 0.1 | 16.6 |
| At 31 December 2025 | 51.5 | 122.4 | 2.3 | 1.3 | 35.5 | 0.2 | 213.2 |

The following have been recognised in the income statement within net operating expenses:


	12m period ended	11m period ended
	31 December	31 December
	2025	2024
	£m	£m
Amortisation of internally generated intangible assets	4.0	5.0
Amortisation of other intangible assets arising on
consolidation	7.0	–
Research and development costs (expensed)	3.1	1.6

The Group identifies two CGUs corresponding to the Pinewood and Seez operating segments. The Group

performs an annual impairment test to compare the carrying value of the CGUs with their value in use.

The value in use was determined by discounting the future cash flows generated from the continuing use

of the unit and was based on the following key assumptions: continuation of historic growth rates in core

markets, delivery of signed customer contracts and continuation of historic margins. The values used

are consistent with past experience and the Group’s budgeting. Cash flows have been projected for a 5

year period with a terminal value assigned, applying 3% growth to the final year of the 5 year projection.

Growth projections include the rollout of the Group’s product to Lithia US and in the case of Seez also to

Lithia UK. A discount rate of 10% has been applied.

Goodwill and the other intangible assets of the Group have been reviewed for any possible impairment

and as a result of this review there was no impairment charge made during the period (FY24: £nil).

There is significant headroom between the carrying value of the CGU and the intangible assets of the

Group and their value in use and as such no sensitivity disclosures are relevant as at 31 December 2025.

3.2

Freehold land is not depreciated. Depreciation is provided to write off the cost less the estimated residual

value of other assets by equal instalments over their estimated useful economic lives. On transition to IFRS

as at 1 January 2004, all land and buildings were restated to fair value as permitted by IFRS 1, which is

then treated as the deemed cost. All other assets are initially measured and recorded at cost.


Depreciation rates are as follows:	Right of use assets – over the period of the lease
	Leasehold property improvements – 2% per annum or over the
	period of the lease if less than 50 years
	Fixtures, fittings and office equipment – 10 – 33% per annum
	Plant and machinery – 10 – 33% per annum
	Motor vehicles – 20 – 25% per annum

The residual value of all assets, depreciation methods and useful economic lives, if significant, are

reassessed annually.

The Group recognises in the carrying amount of an item of property, plant and equipment the cost

of replacing part of such an item when that cost is incurred if it is possible that the future economic

benefits embodied with the item will flow to the Group and the cost of the item can be measured

reliably. All other costs are recognised in the income statement as an expense as incurred.

Gains and losses on disposal of an item of property, plant and equipment are determined by comparing

the proceeds from disposal with the carrying amount of property, plant and equipment and are

recognised net within other income in the income statement.

The depreciation charge in respect of property, plant and equipment is recognised within

administrative expenses within the income statement.

| | | | | |
| --- | --- | --- | --- | --- |
| | Land & | Plant & | Motor | |
| | buildings | equipment | vehicles | Total |
| | £m | £m | £m | £m |
| Cost | | | | |
| At 1 February 2024 | 1.7 | 2.1 | – | 3.8 |
| Additions | – | 0.2 | 1.0 | 1.2 |
| Disposals | – | (1.8) | – | (1.8) |
| At 31 December 2024 | 1.7 | 0.5 | 1.0 | 3.2 |
| At 1 January 2025 | 1.7 | 0.5 | 1.0 | 3.2 |
| Additions | 1.1 | 0.4 | 0.2 | 1.7 |
| At 31 December 2025 | 2.8 | 0.9 | 1.2 | 4.9 |
| Depreciation | | | | |
| At 1 February 2024 | 0.7 | 2.0 | – | 2.7 |
| Charge for the period | 0.4 | 0.1 | 0.1 | 0.6 |
| Disposals | – | (1.8) | – | (1.8) |
| At 31 December 2024 | 1.1 | 0.3 | 0.1 | 1.5 |
| At 1 January 2025 | 1.1 | 0.3 | 0.1 | 1.5 |
| Charge for the period | 0.5 | 0.2 | 0.4 | 1.1 |
| At 31 December 2025 | 1.6 | 0.5 | 0.5 | 2.6 |
| Carrying amounts | | | | |
| At 1 February 2024 | 1.0 | 0.1 | – | 1.1 |
| At 31 December 2024 | 0.6 | 0.2 | 0.9 | 1.7 |
| At 31 December 2025 | 1.2 | 0.4 | 0.7 | 2.3 |

The following items have been charged to the income statement as operating expenses during the

period/year:

Cash flow statement information

3.3

Trade and other receivables are recognised initially at fair value and are subsequently stated at

amortised cost using the effective interest method, less any impairment losses.

Impairment losses are measured in accordance with IFRS 9, which is based on an ‘expected credit loss’

(ECL) model. At 31 December 2025 and 31 December 2024 the allowance for expected credit losses

(‘ECL’s) on financial assets are not material.

The Group considers a trade or other receivable to be in default when the borrower is unlikely to pay its

credit obligations to the Group in full after all reasonable actions have been taken to recover the debt.

Credit risk management

The Group is exposed to credit risk primarily in respect of its trade receivables and financial assets.

Trade receivables are stated net of provision for estimated impairment losses. Exposure to credit

risk in respect of trade receivables is mitigated by the Group’s policy of only granting credit to certain

customers after an appropriate evaluation of credit risk.

Before granting any new customer credit terms the Group uses external credit scoring systems to

assess the potential new customer’s credit quality and defines credit limits by customer. These limits and

credit worthiness are regularly reviewed and use is made of monitoring alerts provided by the providers

of the credit scoring systems.



	31 December	31 December
	2025	2024
Balance sheet	£m	£m
Trade receivables	6.3	9.2
Allowance for doubtful debts	(0.3)	(0.6)
	6.0	8.6
Other receivables	4.3	12.8
	10.3	21.4

All amounts are due within one year.

All trade receivables are classified as loans and receivables and held at amortised cost in the current

period and prior year.

The average credit period taken on sales of goods is 53 days (FY24: 92 days). No interest is charged

on trade receivables. The Group makes an impairment provision based on the expected credit losses it

deems likely to incur.

The calculation is based on an average of previous default experiences which is assessed against the

risk of the current total in light of current economic expectations. An expense has been recognised in

respect of impairment losses during the 12 month period of £0.3m (FY24: £0.2m).

The trade receivables at 31 December 2025 includes £2.7m due from Lithia UK Holdings Ltd (FY24:

£5.5m), which is a related party, see note 5.1.

3.3

At 31 December 2024 Other receivables included £11.1m owed by Lithia UK Holding Limited in relation

to the settlement of intra-group balances arising from the sale of the UK Motor and Leasing businesses.

This balance was settled by March 2025 and at 31 December 2025 there were no amounts owed by

Lithia arising from the arising from the sale of the UK Motor and Leasing businesses.

The ageing of trade and other receivables at the reporting date was:


	Trade	Other	Trade	Other
	receivables	receivables	receivables	receivables
	31 December	31 December	31 December	31 December
	2025	2025	2024	2024
	£m	£m	£m	£m
Not past due	5.1	4.3	3.9	12.1
Past due 0-30 days	0.6	–	2.7	–
Past due 31-120 days	0.3	–	2.2	–
Past due 120+ days	0.3	–	0.4	–
	6.3	4.3	9.2	12.1
Provision for impairment	(0.3)	–	(0.6)	–
	6.0	4.3	8.6	12.1

The movement in the allowance for impairment in respect of trade receivables during the period was as

follows:


	2025	2024
	£m	£m
Balance at 1 January 2025 / 1 February 2024	0.6	0.5
Utilisation	(0.6)	(0.1)
Impairment loss recognised	0.3	0.2
Balance at 31 December 2025 / 31 December 2024	0.3	0.6

The directors consider that the carrying amount of trade and other receivables approximates their

fair value.

3.4

Trade and other payables are recognised initially at fair value and are subsequently stated at amortised

cost using the effective interest method, less any write-offs.


	31 December	31 December
	2025	2024
Balance sheet	£m	£m
Trade payables	1.8	2.1
Other taxation and social security	1.0	1.3
Accruals and customer deposits	7.9	7.6
	10.7	11.0
Non-current	–	–
Current	10.7	11.0
	10.7	11.0

Trade payables are classified as other financial liabilities. Fair value is deemed to be the same as

carrying value.

3.5 Deferred income

Software as a Service

The majority of the Group invoices customers of its Dealer Management System on a Software as a

Service basis one month in advance of a quarterly billing cycle. Revenue and income are recognised

over the quarter billed and any unrecognised income is held within deferred income.

Following acquisitions during the year, certain Group entities invoice in month and as a result do not

typically generate significant deferred income balances.


	2025	2024
	£m	£m
At 1 January 2025 / 1 February 2024	7.6	6.5
Created in the period	31.7	28.4
Recognised on acquisition	0.2	–
Recognised as income during the period	(32.0)	(27.3)
At 31 December 2025 / 31 December 2024	7.5	7.6

3.6 Acquisitions

Seez App Holding Ltd

On 4 March 2025 the Group acquired the 90.9% of the share capital of Seez App Holding Ltd (‘Seez’)

not previously owned by the Group for consideration of £33.9m, see note 3.7 for details of the previous

investment in Seez. Seez offers automotive retail Artificial Intelligence (AI) and Machine Learning (ML)

solutions globally, which complement Pinewood.AI’s existing Automotive Intelligence platform.

The assets and liabilities acquired and the associated fair value adjustments were as follows:



	Book value	Fair Value
	£m	£m
Capitalised software development	4.8	17.1
Intangible assets – Brands / trademarks	–	1.6
Trade and other receivables	1.3	1.3
Cash and cash equivalents	1.0	1.0
Trade and other payables	(0.6)	(0.6)
Deferred tax asset / (liability)	0.3	(1.0)
Total net assets acquired	6.8	19.4
Fair value of previously held equity interest, see note 3.7		(3.2)
Goodwill		17.7
Consideration on acquisition of control		33.9

The consideration was satisfied by:



	£m
Cash	26.5
Consideration in shares, see note 4.4	7.4
Consideration on acquisition of control	33.9

The Group has recognised goodwill of £17.7m, which is primarily attributable to the expected synergies

from integrating Seez’s AI technology with the existing automotive retail platform and the value of the

acquired assembled workforce.

As the outstanding 90.9% of the share capital of Seez was acquired at approximately the same price

per share as the initial investment, a gain on remeasurement of the previously held equity interest has

not been recorded.

The contribution of Seez in the reporting period included in the Group statement of comprehensive

income since acquisition includes:



	£m
Revenue	4.4
Loss after tax	(1.5)

Pinewood North America LLC

On 31 July 2025 the Group acquired the 51% of the share capital of Pinewood North America LLC not

previously owned by the Group for consideration of £70.3m. see note 5.2 for details of the previous

investment in Pinewood North America LLC. Pinewood North America LLC has a contract with Lithia

Motors, Inc. (‘Lithia’) to provide the Pinewood Automotive Intelligence platform across all Lithia’s

current and future dealerships in the United States of America and Canada, and is building a team to

sell and support the product in these markets.

The assets and liabilities acquired and the associated fair value adjustments were as follows:


	Book value	Fair Value
	£m	£m
Intangible assets – Customer contracts / relationships	–	125.0
Intangible assets - Licence asset	2.5	–
Trade and other receivables	0.1	0.1
Cash and cash equivalents	14.8	14.8
Trade and other payables	(2.0)	(2.0)
Deferred tax asset / (liability)	–	(32.5)
Total net assets acquired	15.4	105.4
Fair value of previously held equity interest		(67.6)
Goodwill		32.5
Consideration on acquisition of control		70.3
The consideration was satisfied by:
		£m
Consideration in shares		70.3
Consideration on acquisition of control		70.3

3.6 Acquisitions

The Group has recognised goodwill of £32.5m, which is primarily attributable to expected growth

opportunities within the North American market and the value of the acquired assembled workforce.

In accordance with IFRS 3 a gain on remeasurement of the previously held equity interest in Pinewood

North America LLC has been recognised in the statement of comprehensive income. This gain can be

reconciled as follows:


	Fair Value
	£m
Fair value of previously held equity interest	67.6
Carrying value of equity interest at acquisition date, see note 5.2	(7.6)
Gain on release of deferred income in relation to downstream sales	1.2
Foreign exchange difference reclassified from equity	(0.4)
Gain on remeasurement of previously held equity interest	60.8

The contribution of Pinewood North America LLC in the reporting period included in the Group

statement of comprehensive income since acquisition has been recorded as a non-underlying item,

see note 2.8, and includes:


	Fair Value
	£m
Revenue	–
Loss after tax	(4.0)

Pinewood South Africa

On 31 July 2025 a newly incorporated subsidiary of the Group acquired certain key assets comprising

of, amongst others, customer contracts relating to the software-as-a-service business offering

from entities within the Motify Group for a total cash consideration of £2.5m, which was payable at

completion. The Motify Group previously had the exclusive rights to resell the Pinewood Automotive

Intelligence platform in various Southern African markets. This acquisition returns these rights to the

Group and will enable it to fully control its sales and customer service functions within these markets.

The acquisition has been assessed in relation to the criteria of IFRS 3 and in management’s judgement

represents a business combination rather than an asset purchase. The assets and liabilities acquired

and the associated fair value adjustments were as follows:


	Book value	Fair Value
	£m	£m
Intangible assets – Reacquired rights	–	2.1
Deferred tax asset / (liability)	–	(0.5)
Total net assets acquired	–	1.6
Goodwill		0.9
Total consideration		2.5

The consideration was satisfied by:


£m
Cash	2.5
Total Consideration	2.5

The Group has recognised goodwill of £0.9m, which is primarily attributable to expected synergies and

the value of the acquired assembled workforce.

The contribution of the Pinewood South Africa business combination in the reporting period included in

the Group statement of comprehensive income since acquisition includes:


	£m
Revenue	0.9
Profit after tax	0.1

Pinewood Middle East

In August 2025 the Group reached an agreement with the Brambourne Group to reacquire the exclusive

rights to sell the Pinewood Automotive Intelligence platform in various Middle Eastern markets, which

had previously been granted to the Brambourne Group. The total consideration was £0.3m, which was

payable at completion. This acquisition will enable the Group to fully control its sales and customer

service functions within these markets.

The acquisition has been assessed in relation to the criteria of IFRS 3 and in management’s judgement

represents a business combination rather than an asset purchase. The assets and liabilities acquired

and the associated fair value adjustments were as follows:


	Book value	Fair Value
	£m	£m
Intangible assets – Reacquired rights	–	0.3
Deferred tax asset / (liability)	–	(0.1)
Total net assets acquired	–	0.2
Goodwill		0.1
Total consideration		0.3
The consideration was satisfied by:
		£m
Cash		0.3
Total Consideration		0.3

The contribution of the Pinewood Middle East business combination included in the Group statement of

comprehensive income since acquisition is not considered material for separate identification.

3.7 Other investments

At 31 December 2024 Other investments was comprised solely of the Group’s investment in Seez App

Holding Ltd (‘Seez’). In September 2024 the Group entered into an advance subscription agreement

with Seez under the terms of which the Group invested £3.2m in exchange for 9.1% of the share capital

of Seez. Following the acquisition of the 90.9% of the Seez share capital not previously owned by the

Group in March 2025, Seez has been fully consolidated as it is now a 100% wholly owned subsidiary,

see note 3.6.

4 – Financing Activities and Capital Structure

This section contains the notes and information to support the elements of both debt and equity

financing as presented in the Consolidated Balance Sheet.

4.1

Accounting policies

Financial instruments and derivatives

Net financing costs

Capital and reserves

4.5

Dividends

4.6

Share based compensation

4.7

Leases

4.1

IFRS 9 requires an entity to recognise a financial asset or a financial liability in its statement of financial

position when it becomes party to the contractual provisions of the instrument. At initial recognition,

an entity measures a financial asset or a financial liability at its fair value plus or minus, in the case of a

financial asset or a financial liability not at fair value through profit or loss, transaction costs that are

directly attributable to the acquisition or issue of the financial asset or the financial liability. Subsequent to

initial recognition financial assets and financial liabilities are classified and measured as described below.

Financial assets

IFRS 9 classifies assets according to the business model for their realisation, as determined by the

expected contractual cashflows. This classification determines the accounting treatment, and the

classification under IFRS 9 is by reference to the accounting treatment i.e. amortised cost, fair value

through other comprehensive income or fair value through profit and loss.

A financial asset is measured at amortised cost if both of the following conditions are met:

the asset is held within a business model whose objective is to hold assets in order to collect

contractual cash flows; and

the contractual terms of the financial asset give rise on specified dates to cash flows that are solely

payments of principal and interest on the principal amount outstanding.

Financial assets are therefore classified and measured in these financial statements at amortised cost.

The Group recognises loss allowances for expected credit losses (ECLs) on financial assets measured at

amortised cost, debt investments measured at FVOCI and contract assets (as defined in IFRS 15).

The Group measures loss allowances at an amount equal to lifetime ECL, except for other debt

securities and bank balances for which credit risk (i.e. the risk of default occurring over the expected life

of the financial instrument) has not increased significantly since initial recognition which are measured

as 12-month ECL.

Loss allowances for trade receivables and contract assets are always measured at an amount equal to

lifetime ECL.

4 – Financing Activities and Capital Structure

4.1

When determining whether the credit risk of a financial asset has increased significantly since initial

recognition and when estimating ECL, the Group considers reasonable and supportable information

that is relevant and available without undue cost or effort. This includes both quantitative and

qualitative information and analysis, based on the Group’s historical experience and informed credit

assessment and including forward-looking information.

The Group assumes that the credit risk on a financial asset has increased significantly if it is more than

30 days past due.

The Group considers a financial asset to be in default when:

the borrower is unlikely to pay its credit obligations to the Group in full, without recourse by the Group

to actions such as realising security (if any is held); or

the financial asset is more than 90 days past due.

Lifetime ECLs are the ECLs that result from all possible default events over the expected life of a

financial instrument.

12-month ECLs are the portion of ECLs that result from default events that are possible within the 12

months after the reporting date (or a shorter period if the expected life of the instrument is less than

12 months).

The maximum period considered when estimating ECLs is the maximum contractual period over which

the Group is exposed to credit risk.

Measurement of ECLs

ECLs 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 entity in accordance

with the contract and the cash flows that the Group expects to receive). ECLs are discounted at the

effective interest rate of the financial asset.

Credit-impaired financial assets

At each reporting date, the Group assesses whether financial assets carried at amortised cost and debt

securities at FVOCI 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.

Write-offs

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.

Impairment of financial assets

IFRS 9 adopts an expected credit loss approach (ECL). The IFRS 9 approach does not require a

credit event (an actual loss or a debt past a number of days due) to occur but is based on changes in

expectations of credit losses. IFRS 9 also requires that impairment of financial assets be shown as a

separate line item in either the statement of comprehensive income or the income statement.


		31 December	31 December
		2025	2024
Financial assets	IFRS 9 classification	£m	£m
Trade and other receivables	Amortised cost	10.3	21.4
Cash and cash equivalents	Amortised cost	34.1	9.3

– see note 3.3

Cash and cash equivalents comprise cash in hand and demand deposits, and other short term highly

liquid investments that are readily convertible to a known amount of cash and are subject to an

insignificant risk of changes in value.

Loans and borrowings

Interest-bearing loans and borrowings are recognised initially at fair value less attributable transaction

costs. Subsequent to initial recognition, interest-bearing borrowings are stated at amortised cost with

any difference between cost and redemption value being recognised in the income statement over

the period of the borrowings on an effective interest basis. The effective interest basis is a method

of calculating the amortised cost of a financial liability and of allocating interest payments over the

relevant period. The effective interest rate is the rate that exactly discounts estimated future cash

payments through the expected life of the financial liability, or where appropriate, a shorter period.

– see note 3.4

4.2 Financial instruments and derivatives

| | | |
| --- | --- | --- |
| | Carrying value & | Carrying value & |
| | fair value | fair value |
| | 31 December | 31 December |
| | 2025 | 2024 |
| | £m | £m |
| Bank balances and cash equivalents | 34.1 | 9.3 |
| Cash and cash equivalents in the Balance Sheet | 34.1 | 9.3 |
| Cash and cash equivalents in the statement of cash flows | 34.1 | 9.3 |

Borrowings

As at 31 December 2025, borrowing facilities comprised of a £10m RCF with Barclays Bank, expiring in

February 2027.

As at 31 December 2025, total facility commitments and expiry are as set out below:


	Expiry date	£m
RCF	February 2027	10.0

Throughout the period of account, and at the date of this report, the RCF remains undrawn.

For the 12 month period to 31 December 2025, the following margins and fees were in place:


		Commitment
	Current margin	(non-utilisation) fee
RCF	2.50%	1.00%

For the 12 month period to 31 December 2025, the following covenants were in place:

The R&D adjusted net leverage covenant is calculated as the ratio of net borrowings at the end of each

relevant period to R&D adjusted EBITDA. This ratio cannot exceed 2.00 times. At the final reported

covenant end period of 31 December 2024, reported to Barclays, the ratio was 0.0 times.

The R&D adjusted interest cover covenant is calculated as the ratio of R&D adjusted EBITDA for each

relevant period to gross financing costs for such relevant period. This ratio must exceed 4.00 times. At the

final reported covenant end period of 31 December 2025, reported to Barclays, the ratio was 25.51 times.

Summary of borrowings


	Carrying value	Fair value	Carrying value	Fair value
	31 December	31 December	31 December	31 December
	2025	2025	2024	2024
	£m	£m	£m	£m
Non-current:
Other loan notes	0.2	0.2	0.2	0.2
Lease liabilities	0.6	0.6	0.7	0.7
Total non-current	0.8	0.8	0.9	0.9
Lease liabilities	0.7	0.7	0.7	0.7
Total current	0.7	0.7	0.7	0.7
Total borrowings	1.5	1.5	1.6	1.6

4.2 Financial instruments and derivatives

Reconciliation of movements of liabilities to cash flows arising from financing activities

11 month period ended 31 December 2024


	Borrowings		Equity
	Long term borrowings	Lease	Share capital	Other reserves	Retained earnings	Total
	£m	£m	£m	£m	£m	£m
At 1 February 2024	93.2	1.0	73.2	62.8	224.4	454.6
Cash flows from financing activities
Payment of lease liabilities	–	(0.5)	–	–	–	(0.5)
Repayment of loans	(93.0)	–	–	–	–	(93.0)
Proceeds from issue of share capital	–	–	13.9	16.1	–	30.0
Payment of dividend	–	–	–	–	(358.4)	(358.4)
	(93.0)	(0.5)	13.9	16.1	(358.4)	(421.9)
Other changes
The effect of changes in foreign exchange rates	–	–	–	0.1	–	0.1
New leases undertaken – non cash	–	1.0	–	–	–	1.0
Liability-related : Lease expenses through operating activities	–	(0.1)	–	–	–	(0.1)
Equity-related : Total other changes	–	–	–	–	6.9	6.9
At 31 December 2024	0.2	1.4	87.1	79.0	(127.1)	40.6

12 month period ended 31 December 2025


	Borrowings		Equity
	Long term borrowings	Leases	Share capital	Other reserves	Retained earnings	Total
	£m	£m	£m	£m	£m	£m
At 1 January 2025	0.2	1.4	87.1	79.0	(127.1)	40.6
Cash flows from financing activities
Payment of lease liabilities	–	(1.2)	–	–	–	(1.2)
Proceeds from issue of share capital	–	–	11.3	22.8	–	34.1
	–	(1.2)	11.3	22.8	–	32.9
Other changes
The effect of changes in foreign exchange rates	–	–	–	(0.7)	–	(0.7)
New leases undertaken – non cash	–	1.0	–	–	–	1.0
Liability-related : Lease expenses through operating activities	–	0.1	–	–	–	0.1
Equity-related : Total other changes	–	–	16.7	61.0	54.1	131.8
At 31 December 2025	0.2	1.3	115.1	162.1	(73.0)	205.7

Interest payments in respect of the above borrowings are reported in operating cash flows in the Consolidated Cash Flow Statement.

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)

There were no transfers between levels 1, 2 and 3 fair value measurements during the current or prior period.

The effective interest rates for all borrowings are all based by reference to SONIA. Leases are effectively held at fixed rates of interest within the range set out below. Information regarding classification of

balances and interest, the range of interest rates applied in the period to 31 December 2025 and repricing periods, is set out in the table below.



		Carrying value		Interest
	Classification	£m	Classification	classification	Interest rate range	Repricing periods
Bank balances and cash equivalents	Loans and receivables	34.1	Amortised cost	Floating GBP	0% to 4.2%	n/a
Borrowings and other financial liabilities
Other loan notes	Other financial liabilities	0.2	Amortised cost	Fixed GBP	12.50%	n/a
Warrants	Other financial liabilities	7.9	FVTPL	Non-interest bearing	n/a	n/a
Lease liabilities	Other financial liabilities	0.6	Amortised cost	Fixed GBP	10.00%	n/a
Total non-current		8.7
RCF	Other financial liabilities	–	Amortised cost	Floating GBP	n/a – not drawn	6 months or less
Lease liabilities	Other financial liabilities	0.7	Amortised cost	Fixed GBP	10.00%	n/a
Total current		0.7
Total borrowings and other financial liabilities		9.4

The carrying amounts of the Group’s borrowings are denominated in the following currencies:



	31 December	31 December
	2025	2024
	£m	£m
Pound sterling	1.5	1.6

Treasury policy, financial risk, funding and liquidity management

Financial risk management

During the period, the Group was exposed to the following risks from its use of financial instruments:

Funding and liquidity risk – the risk that the Group will not be able to meet its financial obligations as

they fall due.

Credit risk – the risk of financial loss to the Group if a customer or counterparty to a financial

instrument fails to meet its contractual obligations, and arises principally from the Group’s receivables

from customers and investment securities.

Market risk – the risk that changes in market prices, such as interest rates and foreign exchange rates,

have on the Group’s financial performance.

The Group’s quantitative exposure to these risks is explained throughout these financial statements

whilst the Group’s objectives and management of these risks is set out below.

Treasury policy and procedures

Group treasury matters are managed within policy guidelines set by the Board with prime areas of

focus being liquidity and interest rate exposure. Management of these areas is the responsibility of the

Group’s treasury function. The Board does not permit the speculative use of derivatives.

Funding and liquidity management

The Group is financed primarily by RCF and operating cash flow. The RCF is a committed facility which

matures within appropriate timescales and is maintained at levels in excess of planned requirements,

and is not regularly used.

The maturity of non-current borrowings is as follows, excluding lease liabilities:

The Group has £0.2m of loan notes outstanding with a contractual repayment date of June 2027. The maturities therefore represent the final repayment dates for these facilities and the total cash outflows

associated with all borrowings, assuming interest rates remain at the same rates as at the period/year end, are estimated on an undiscounted basis as follows:


	Carrying	Contractual	Within 6
31 December 2024	amount	cashflows	months	6-12 months	1-2 years	2-5 years	over 5 years
RCF	–	–	–	–	–	–	–
Loan notes	0.2	0.3	–	–	–	0.3	–
	0.2	0.3	–	–	–	0.3	–
Leases liabilities	1.4	1.5	0.4	0.4	0.5	0.2	–
Trade and other payables	2.1	2.1	2.1	–	–	–	–
Accruals and other payables	8.9	8.9	8.9	–	–	–	–
	12.6	12.8	11.4	0.4	0.5	0.5	–
	Carrying	Contractual	Within 6
31 December 2025	amount	cashflows	months	6-12 months	1-2 years	2-5 years	over 5 years
RCF	–	–	–	–	–	–	–
Loan notes	0.2	0.2	–	–	0.2	–	–
	0.2	0.2	–	–	0.2	–	–
Leases liabilities	1.3	1.4	0.4	0.3	0.4	0.3	–
Warrants	7.9	–	–	–	–	–	–
Trade payables	1.8	1.8	1.8	–	–	–	–
Accruals and other payables	8.9	8.9	8.9	–	–	–	–
	20.1	12.3	11.1	0.3	0.6	0.3	–

The Group has the following undrawn borrowing facilities:


	31 December	31 December
	2025	2024
	£m	£m
Expiring in 1-2 years	10.0	–
Expiring in 2-5 years	–	10.0
	10.0	10.0

Interest rate risk management

The objective of the Group’s interest rate policy is to minimise interest costs whilst protecting the Group

from adverse movements in interest rates. Borrowings issued at variable rates expose the Group to

cash flow interest rate risk whereas borrowings issued at fixed rates expose the Group to fair value

interest rate risk. The Group does not actively manage cash flow interest rate risk and it is normal

Group policy to borrow on a floating rate basis. Given that the Group is expected to remain cash

positive, interest rate sensitivity risk is not relevant.

Foreign exchange risk management

The Group faces currency risk in respect of its net assets/liabilities denominated in currencies other

than sterling. On translation into sterling, movements in currency will affect the value of these assets

and liabilities. The Group has £15.5m of net current assets exposed to foreign currency risk, comprising

£14.2m US Dollars, £0.5m Euros, £0.5m South African Rand, and £0.3m Swedish Krona.

Foreign currency translation differences of foreign operations


	31 December	31 December
	2025	2024
	£m	£m
Foreign exchange gains / (losses) on translation of
foreign operations to sterling at balance sheet date	(0.7)	(0.1)
Net exchange gain / (loss) recognised within translation
reserve in equity	(0.7)	(0.1)

The Group is financed primarily by RCF and operating cash flow. The RCF is a committed facility which

matures within appropriate timescales and is maintained at levels in excess of planned requirements.

Capital management

The Group views its financial capital resources as primarily comprising share capital, cash generated

through operating cashflow and access to an RCF, which nonetheless is expected to remain largely

undrawn. As the Group’s business is Software as a Service (SaaS), involving payment of licence fees in

advance for periods of use, the Group is expected to remain cash positive.

Warrants

On 14 February 2025 the Group entered into a contract with Global Auto Holdings to implement the

Pinewood Automotive Intelligence platform. In recognition of the significant scale of this contract,

Pinewood has issued warrants to an affiliate of Global Auto Holdings in respect of a maximum of

6,098,093 ordinary shares up to an equivalent of 7% of the issued share capital of Pinewood at the

time of the transaction, which shall be exercisable at a strike price of 330.0p in tranches subject to the

satisfactory completion of the installation of the Pinewood Automotive Intelligence platform.

At the date of issuance, the Group recognized a financial liability of £7.1 million, representing the

fair value of the warrants as valued using the Black-Scholes model. As these warrants were issued in

connection with a long-term service contract, the initial fair value was recorded as a contract asset.

This asset will be amortised as a reduction of revenue over the term of the contract, matching the

pattern of service delivery to Global Auto Holdings.

The valuation of warrants accounted for as debt relies on estimates of market-based inputs, including

share price volatility and risk-free rates, which are categorised within Level 2 of the fair value hierarchy.

The financial liability is classified as fair value through profit or loss (FVTPL) under IFRS 9. As at 31

December 2025, the fair value of the liability has been remeasured using the Black-Scholes model to

£7.9 million. The resulting fair value movement of £0.8 million has been recognised as a charge within

the consolidated income statement.

Finance income and Finance Expense

Finance income comprises interest income on funds invested that are recognised in profit and loss.

Interest income is recognised as it accrues in profit and loss, using the effective rate method.

Finance expense comprises interest expense on borrowings, unwinding of the discount on provisions

recognised in profit and loss. All borrowing costs are recognised in profit and loss using the effective

interest method.

Finance income and Finance Expense

Finance expense

| | | |
| --- | --- | --- |
| | 12m period ended | 11m period ended |
| | 31 December | 31 December |
| | 2025 | 2024 |
| Recognised in profit and loss | £m | £m |
| Interest payable on leases | 0.1 | 0.1 |
| Interest on borrowings, RCF commitment and | | |
| arrangement fees | 0.2 | 0.2 |
| Total finance expense | 0.3 | 0.3 |

Finance income

4.4 Capital and reserves

Ordinary share capital

Ordinary shares are classified as equity. Incremental costs directly attributable to the issue of ordinary shares are recognised as a deduction from equity, net of any tax effects.


	31 December	31 December	31 December	31 December
Allotted, called up and fully paid shares of £1.00 each at 31 December 2025 and 31 December 2024 and allotted,	2025	2025	2024	2024
called up and fully paid shares of £0.05 each at 1 February 2024	Number	£m	Number	£m
At 1 January 2025 / 1 February 2024	87,115,622	87.1	1,462,923,523	73.2
Share issues	27,984,355	28.0	279,388,917	13.9
Share consolidation	–	–	(1,655,196,818)	-
At 31 December 2025 / 31 December 2024	115,099,977	115.1	87,115,622	87.1

4.4 Capital and reserves

On 22 April 2024 the Company undertook a capital reorganisation whereby 1 new Ordinary Share of

100 pence each was issued for every 20 existing Ordinary Shares of 5 pence each.

On 1 February 2024 279,388,880 new Ordinary Shares were issued to Lithia Motors, Inc. for a

consideration of 10.7377 pence per share, totalling £30.0m pursuant to the business disposal

agreement. This equated to 13,969,444 further shares, following the 1 for 20 capital reorganisation.

On 25 February 2025 the Group completed an equity fundraise by way of a cash placing to institutional

investors, a separate retail offer, and direct subscriptions to the Company. In total, 11,325,031 new

Ordinary Shares of £1.00 each in the Company were subscribed for at a price of 315 pence per share.

Total gross proceeds from the fundraise were £35.7m. The net proceeds after directly attributable fees

were £34.1m.

On 4 March 2025 2,098,633 new Ordinary Shares were issued at a value of £7.4m to various

shareholders of Seez App Holding Ltd (‘Seez’) as part of the consideration to acquire the 90.9% of the

Seez share capital not previously owned by Pinewood Technologies Group Plc.

On 31 July 2025 14,560,691 new Ordinary Shares were issued at a value of £70.3m to Lithia Motors, Inc

(‘Lithia’) as the consideration for acquiring Lithia’s 51% interest in Pinewood North America LLC.

The holders of Ordinary Shares are entitled to receive dividends as declared from time to time and

are entitled to one vote per share at meetings of the Group. All shares rank equally with regard to the

Group’s residual assets.

Share premium

The share premium account relates to the proceeds received in excess of the nominal value of shares

issued, net of any transaction costs.

Other reserves

At 31 December 2025, Other reserves consists of a Merger reserve £61.0m (FY24: nil) and a Capital

redemption reserve £5.6m (FY24: £5.6m).

The Merger reserve arose during FY25 in connection with acquisitions of Seez and Pinewood North

America LLC. In accordance with Section 612 of the Companies Act 2006, the Group qualified for

merger relief on the consideration shares issued as part of these acquisitions. Consequently, the

premium arising on the shares issued, representing the difference between the fair value of the shares

and their nominal value, has been credited to a Merger reserve, which has been reduced by the value of

the directly attributable transaction costs associated with this share issuance

The Capital redemption reserve arose following the purchase by the Group of its own shares in 2023

and comprises the amount by which distributable profits were reduced on these transactions in

accordance with s733 of the Companies Act 2006. There were no transfers into the Capital redemption

reserve during the period in respect of shares purchased by the Group and subsequently cancelled.

Own shares held by Employee Benefit Trust (EBT)

Transactions of the Group-sponsored EBT are included in the Group financial statements. In particular,

the trust’s purchases of shares in the Group, which are classified as own shares, are debited directly to

equity through retained earnings. When own shares are sold or reissued the resulting surplus or deficit

on the transaction is also recognised within retained earnings.

The market value of the investment in the Group’s own shares at 31 December 2025 was £0.0m (31

December 2024: £0.0m), being 0.0m (FY24: 0.0m) shares with a nominal value of £1.00p each,

acquired at an average cost of £1.00 each (FY24: £1.00). The number of own shares held by the EBT

at 31 December 2025 was 2,500 shares (31 December 2024: 2,500 shares). The trustee of the EBT is

Salamanca Group Trust (Jersey) Limited.

Dividends on the shares owned by the trust, the purchase of which were funded by interest free loans

to the trust from Pinewood Technologies Group Plc, are waived. All expenses incurred by the trust are

settled directly by Pinewood Technologies Group Plc and charged in the accounts as incurred.

The trust is regarded as a quasi subsidiary and its assets and results are consolidated into the financial

statements of the Group.

Translation reserve

The translation reserve comprises all foreign exchange differences arising from the translation of the

financial information of foreign operations.

4.5 Dividends

No dividend was paid in FY25. In FY24 a dividend of 24.5p per £1.00 ordinary share amounting

to a total of £358.4m was paid on 7 May 2024 as communicated to shareholders in the circular to

shareholders dated October 2023 in respect of the sale of part of the business to Litha Motors Inc.

Lithia UK Holding Limited, who at the time held 13,969,444 ordinary shares waived their right to a

dividend as per the terms of the business sale outlined in the afore mentioned circular.

4.6 Share based compensation

The Group operates a Long Term Incentive Plan (LTIP) and Deferred Share Plan (DSP. The fair value at the date at which the share options are granted is recognised in the income statement on a straight line

basis over the vesting period, taking into account the number of options that are expected to vest. The fair value of the options granted is measured using an option pricing model, taking into account the terms

and conditions upon which the options were granted. The number of options that are expected to become exercisable is reviewed at each balance sheet date and if necessary estimates are revised.

Awards made under the LTIP are normally able to vest following the third anniversary of the date of the grant. For Executive Directors, awards will normally be subject to a two-year holding period following the

end of the vesting period. Vesting is subject to continued employment and the achievement of market and non-market performance conditions, full details of which can be found in the Remuneration Report on

page 49. All awards are settled by physical delivery of shares.

Awards made under the DSP are normally able to vest following the third anniversary of the date of the grant. Vesting is subject to continued employment, full details of which can be found in the Remuneration

Report on page 49. All awards are settled by physical delivery of shares.

Executive Long Term Incentive Plan (“LTIPs”)



	Weighted average		Weighted average
	exercise price	Number of options	exercise price	Number of options
	12m period ended	12m period ended	11m period ended	11m period ended
	31 December	31 December	31 December	31 December
The number and weighted average exercise prices of executive LTIPs is as follows:	2025	2025	2024	2024
Outstanding at the start of the period	0.0p	2,475,729	0.0p	–
Granted during the period	0.0p	2,276,282	0.0p	2,475,729
Lapsed during the period	0.0p	(331,819)	0.0p	–
Exercised during the period	0.0p	–	0.0p	–
Outstanding at the end of the period	0.0p	4,420,192	0.0p	2,475,729
Exercisable at the end of the period	0.0p	–	0.0p	–
Weighted average remaining contractual life (years)		1.8	2.5

The fair value at the date at which the share options are granted is recognised in the income statement on a straight line basis over the vesting period, taking into account the number of options that are expected

to vest. The number of options that are expected to become exercisable is reviewed at each balance sheet date and if necessary estimates are revised. The fair value of the services received in return for the

LTIPs is measured by reference to the fair value of the LTIPs granted. For awards with a market condition we have used a Monte-Carlo model, for awards with a non-market condition we use the Black-Scholes

model. For executive directors where a holding period applies we use the Finnerty model to determine the discount for lack of marketability.

100

4.6 Share based compensation

The table below is in respect of the LTIPs granted in the year.



Period ended At 31 December	2025			2024
Date of grant	16th December 2025	12th June 2025	28th April 2025	15th July 2024
Number of share options granted in period	287,405	899,028	1,089,849	2,475,729
Weighted average share price (pence)	358.00	453.00	318.00	351.50
Weighted average exercise price (pence)	–	–	–
Weighted average fair value (pence)	203.95	318.65	208.26	230.70
Expected volatility (%)	38.62%	46.31%	37.76%	50.79%
Expected life (years)	2.49	3.00	2.21	3.00
Risk free interest rate (%)	3.74%	3.87%	3.67%	4.32%

Expected volatility in the table above in respect of the 2025 award was determined by calculating the historical volatility of the Group’s share price over the corresponding historical period.

Deferred Share Plan (“DSP”)

A DSP grant was made on 12th June 2025. The fair value was determined using the same inputs as the LTIP awards and the weighted average fair value of the DSP shares granted in the period was 453 (pence).

The number and weighted average exercise prices of the DSP is as follows:



	Weighted average		Weighted average
	exercise price	Number of options	exercise price	Number of options
	12m period ended	12m period ended	11m period ended	11m period ended
	31 December 2025	31 December 2025	31 December 2024	31 December 2024
Outstanding at the start of the period	0.0p	400,485	0.0p	–
Granted during the period	0.0p	75,959	0.0p	400,485
Lapsed during the period	0.0p	–	0.0p	–
Exercised during the period	0.0p	–	0.0p	–
Outstanding at the end of the period	0.0p	476,444	0.0p	400,485
Exercisable at the end of the period	0.0p	–	0.0p	–
Weighted average remaining contractual life (years)		1.7	2.5

Income statement

The Group recognised a total net expense of £3.6m (FY24: £1.0m) as an employee benefit cost in respect of all equity-settled share based payment transactions included within administration costs.

101

4.7 Leases

Leases as a Lessee

At inception of a contract, the Group assesses whether a contract is, or contains, a lease. A contract

is, or contains, a lease if the contract conveys the right to control the use of an identified asset for a

period of time in exchange for consideration. To assess whether a contract conveys the right to control

the use of an identified asset, the Group uses the definition of a lease in IFRS 16. This policy is applied to

contracts entered into, on or after 1 January 2019.

The Group recognises a right of use asset and a lease liability at the lease commencement date. The

right of use asset is initially measured at cost, and subsequently at cost less accumulated depreciation

and impairment losses, and adjusted for certain remeasurements of the lease liability. Cost comprises

the initial amount of the lease liability adjusted for any initial direct costs incurred less any lease

incentives received. Depreciation is recognised on a straight line basis over the period of the lease the

right of use asset is expected to be utilised.

The lease liability is initially measured at the present value of lease payments that are not paid at the

commencement date, discounted by the interest rate implicit in the lease or when this is not readily

attainable, the Group’s incremental borrowing rate. Lease payments include fixed rental payments

and amounts expected to be payable under a residual value guarantee. Generally the Group uses its

incremental borrowing rate as the discount rate. The Group determines its incremental borrowing rate

by obtaining interest rates from various external financing sources and makes certain adjustments to

reflect the terms of the lease and type of the asset leased.

The lease liability is subsequently increased by the interest cost on the lease liability and reduced by

payments made. It is remeasured when there is a change in future lease payments arising from a

change of index or rate, a variation in amounts payable following contractual rent reviews and changes

in the assessment of whether an extension/termination option is reasonably certain to be exercised.

When the lease liability is remeasured in this way, a corresponding adjustment is made to the carrying

amount of the right-of-use asset, or is recorded in profit or loss if the carrying amount of the right-of-

use asset has been reduced to zero.

The Group presents right-of-use assets that do not meet the definition of investment property in

‘property, plant and equipment’ and lease liabilities in ‘loans and borrowings’ in the Balance Sheet.

The Group has elected not to recognise right-of-use assets and lease liabilities for leases of low-value

assets and short-term leases. The Group recognises the lease payments associated with these leases as

an expense on a straight-line basis over the lease term.

Balance Sheet

The Group has a property lease with 6 months to expiry. The Group exercised the break clause and as

such the lease ends 2nd July 2026.

The Group entered into two new property leases: one in April 2025 with 1 year 3.5 months to expiry

at 31 December 2025, and one in May 2025 with 4 years 4.5 months to expiry at 31 December 2025.

Neither lease contains an extension clause however the latter contains a break clause allowing the

Group to terminate the agreement earlier than the lease expiry date. The Group has applied judgement

in calculating the lease liability and right of use asset up to the expiry date of the lease as it is not

considered likely that the break option will be exercised.

The Group has continued to lease a fleet of motor vehicles. At the 31 December 2025 the Group was

leasing 45 vehicles under a three year lease agreements which all expire in 2027, and entered into 9 new

agreements under a three year lease which all expire in 2028, taking the total fleet to 54 vehicles.

Right of use assets are presented as part of property, plant and equipment as presented in note 3.2.

Right of Use Assets



	Land & buildings	Motor vehicles	Total
	£m	£m	£m
Balance at 1 February 2024	0.8	–	0.8
Additions to right of use assets	–	1.0	1.0
Depreciation charge	(0.3)	(0.1)	(0.4)
Balance at 31 December 2024	0.5	0.9	1.4
Balance at 1 January 2025	0.5	0.9	1.4
Additions to right of use assets	0.7	0.2	0.9
Depreciation charge	(0.5)	(0.4)	(0.9)
Balance at 31 December 2025	0.7	0.7	1.4

102

4.7 Leases



	Land & buildings	Motor vehicles	Total
	£m	£m	£m
Balance at 1 February 2024	(1.0)	–	(1.0)
Additions to right of use assets	–	(1.0)	(1.0)
Interest expense related to lease liabilities	0.1	–	0.1
Repayment of lease liabilities	0.4	0.1	0.5
Balance at 31 December 2024	(0.5)	(0.9)	(1.4)
Non-current	(0.4)	(0.3)	(0.7)
Current	(0.1)	(0.6)	(0.7)
Balance at 31 December 2024	(0.5)	(0.9)	(1.4)
Balance at 1 January 2025	(0.5)	(0.9)	(1.4)
Additions to right of use assets	(0.8)	(0.2)	(1.0)
Interest expense related to lease liabilities	(0.1)	–	(0.1)
Repayment of lease liabilities	0.8	0.4	1.2
Balance at 31 December 2025	(0.6)	(0.7)	(1.3)
Non-current	(0.3)	(0.3)	(0.6)
Current	(0.3)	(0.4)	(0.7)
Balance at 31 December 2025	(0.6)	(0.7)	(1.3)

The calculation of the lease liability and the right of use asset relies upon the estimation of a suitable

interest rate. The Group has applied rates to represent the different types of leases it has by applying

its incremental borrowing rate for shorter term leases and a higher rates based upon market rates for

borrowing against equivalent assets with similar risk profiles in specific markets for medium to longer

term leases.

Other future possible cash outflows not included in the lease liability include the payment of

dilapidations in respect of properties where the lease contains specific condition of return clauses.

Whilst the Group endeavours to maintain its properties to a high standard it is likely that such payments

will be made in the future when lease contracts end.

Amounts recognised in profit or loss

Expenses relating to variable lease payments not included in lease liabilities relate to the accrual of a

provision of dilapidation claims made on properties.

5 – Other Notes

This section contains the notes and information relating to acquisitions and disposals and related party

transactions:

5.1

Related party transactions

5.2

Interest in associate

5.3

Post balance sheet events

5.1

Related party transactions

Subsidiaries

The Group’s ultimate parent company is Pinewood Technologies Group Plc. A listing of subsidiaries is

shown within the financial statements of the Group on pages 110 to 111.

Transactions with key management personnel

The key management personnel of the Group comprise the executive and non-executive directors.

The details of the remuneration, long term incentive plans, shareholdings, share option and pension

entitlements of individual directors are included in the Directors’ Remuneration Report on pages 48

to 55.

Directors of the Group and their immediate relatives control 0.2% of the ordinary shares of the Group.

103

5 – Other Notes

5.1

During the period/year key management personnel compensation was as follows:

During the year Group companies entered into the following transactions with related parties who are

not members of the Group. Lithia UK Holding Ltd owned more than 25% of the Group’s outstanding

shares during the period and has appointed two non-executive directors to the board. In accordance

with IAS 24 Lithia UK Holding Ltd is considered to have significant influence and has therefore been

categorised as a related party.



		11m period
	11m period	ended	31 December	31 December
	ended	31 December	2024	2024
	31 December	2024	Amounts owed	Amounts owed
	2024	Purchase of	by related	to related
	Sale of services	services	parties	parties
	£m	£m	£m	£m
Pinewood North America LLC	0.4	–	1.2	–
Lithia UK Holding Ltd	8.7	0.6	16.6	–
	12m period	12m period
	ended	ended	31 December	31 December
	31 December	31 December	2025	2025
	2025	2025	Amounts owed	Amounts owed
	Sale of	Purchase of	by related	to related
	services	services	parties	parties
	£m	£m	£m	£m
Pinewood North America LLC	1.1	–	6.7	–
Lithia UK Holding Ltd	9.1	0.6	2.7	–

During the year, the Group employed a close family member of an executive director of the Company.

The employment is on normal commercial terms and is remunerated at a salary consistent with other

employees in similar roles. Total remuneration (including salary and benefits excluding share options)

for the year ended 31 December 2025 amounted to £179,436 (2024: £nil). At the year end, amounts

owing of £84,820 was outstanding. In addition, the individual was granted 34,849 share options under

the 2025 LTIP scheme. The charge to the profit and loss account in the year in respect of these options

was £12,830.

During FY25, coaching services were provided to the Group by an entity in which a Non-Executive

Director is a Director and Shareholder. The services were provided by a close family member of the

Non-Executive Director. The cost of the services was £40,000 (FY24: nil) and at the year end £20,000

(FY24: nil) was outstanding to this entity in respect of the services provided to the Group. These services

were approved by the Board prior to commencement.

The Group has not made any allowance for bad or doubtful debts in respect of related party debtors

nor has any guarantee been given or received 12 months ended 31 December 2025 or the prior period

regarding related party transactions. Transactions and outstanding balances between the parent and

it’s subsidiaries within the Group and between those subsidiaries have been eliminated on consolidation

and are not disclosed in this note.

5.2 Interest in associate

The Group held a 49% interest in Pinewood North America LLC between 1 February 2024 and 31 July

2025. Pinewood North America LLC has the right to sell the Group’s software in the United States of

America and Canada. The principle place of business of Pinewood North America LLC is the United

States of America.

The tables below summarises the financial information of Pinewood North America LLC as included in

its own financial statements for the periods 1 February 2024 to 31 December 2024, and 1 January 2025

to 31 July 2025 adjusting for differences in accounting policies. The Group’s 49% interest in Pinewood

North America LLC arose on 1 February 2024 following the sale of the UK Motor and Leasing businesses

to Lithia UK Holding Limited. On 31 July 2025 the Group acquired the outstanding 51% interest in

Pinewood North America LLC it did not previously own from Lithia Motors, Inc. Effective from 31 July

2025 the results of Pinewood North America LLC have been fully consolidated with the equity method

accounting under IAS 28 ceasing to apply at the same date. Details of the acquisition accounting under

IFRS 3 are set out in note 3.6.

The movement in the carrying amount of the interest in associate differs from the net loss recognised

in the profit or loss by £0.4m. This variance represents the reclassification of cumulative exchange

differences from other comprehensive income to the profit or loss following the loss of significant

influence, see note 3.6.

104

5.2 Interest in associate

| | | |
| --- | --- | --- |
| | |
| | 31 July 2025 | 31 December 2024 |
| | £m | £m |
| Non-current assets | 2.5 | 0.8 |
| Current assets | 14.9 | 18.8 |
| Current liabilities | (2.0) | (0.1) |
| Non-current liabilities | – | – |
| Net assets | 15.4 | 19.5 |
| Group’s share of net assets 49% | 7.6 | 9.6 |
| Elimination of unrealised profit on downstream sales | – | – |
| Carrying amount of interest in associate | 7.6 | 9.6 |



	7m period ended	11m period ended
	31 July2025	31 December 2024
	£m	£m
Operating loss	(3.6)	(1.7)
Finance Income	0.3	0.7
Loss from operations after tax	(3.3)	(1.0)
Other comprehensive income	–	–
Total comprehensive income	(3.3)	(1.0)
Group’s share of total comprehensive income (49%)	(1.6)	(0.5)

Details of the related party transactions with Pinewood North America LLC as set out in note 5.1.

5.3

On 30 December 2025 the Group entered into a new lease agreement for a commercial property

located on the Blythe Valley Business Park, Birmingham, UK. The lease has a term of 10 years, with a

5 year break which the Group does not expect to exercise. The commencement date of the lease is 1

January 2026 as a result the Group expects to recognise a lease liability of approximately £2.8m and a

corresponding right-of-use asset plus direct costs of approximately £0.1m on 1 January 2026.

On 26 February 2026 the Group acquired Grayhams B.V., which was previously the exclusive reseller of

the Group’s services and products in the Netherlands, for a total cash consideration of £3.3m payable on

completion. The acquisition is aligned with Pinewood.AI’s strategy to fully control its international sales

and customer service functions, and it will support the Group’s growth ambitions in the Central European

market. The initial accounting for the business combination is incomplete and as such no disclosures have

been included in respect of the fair value of assets acquired and allocation of the purchase price.

105

Company Statement of Comprehensive Income

106


	Share	Share	Other	Retained
	capital	premium account	reserves	earnings	Total
	£m	£m	£m	£m	£m
Balance at 1 February 2024	73.2	56.8	5.6	366.6	502.2
Total comprehensive income for the period
Loss for the year	–	–	–	(0.9)	(0.9)
Other comprehensive income for the year, net of tax	–	–	–	–	–
Total comprehensive expense for the year	–	–	–	(0.9)	(0.9)
Transactions with owners, recorded directly in equity
Issue of ordinary shares	13.9	16.1	–	–	30.0
Share based payments	–	–	–	1.0	1.0
Income tax relating to share based payments	–	–	–	0.1	0.1
Dividends paid	–	–	–	(358.4)	(358.4)
Total contributions by and distributions to owners	13.9	16.1	–	(357.3)	(327.3)
Balance at 31 December 2024	87.1	72.9	5.6	8.4	174.0
Balance at 1 January 2025	87.1	72.9	5.6	8.4	174.0
Total comprehensive income for the period
Loss for the period	–	–	–	(7.6)	(7.6)
Other comprehensive expense for the period, net of tax	–	–	–	–	–
Total comprehensive expense for the period	–	–	–	(7.6)	(7.6)
Transactions with owners, recorded directly in equity
Issue of ordinary shares	28.0	22.8	61.0	–	111.8
Share based payments	–	–	–	3.6	3.6
Income tax relating to share based payments	–	–	–	0.2	0.2
Total contributions by and distributions to owners	28.0	22.8	61.0	3.8	115.6
Balance at 31 December 2025	115.1	95.7	66.6	4.6	282.0

The notes on pages 108 to 113 form part of these financial statements.

Company Statement of Changes in Equity

107


		31 December	31 December
		2025	2024
	Notes	£m	£m
Fixed assets
Investment in subsidiaries	4	291.8	184.3
Other investments	4	–	3.2
		291.8	187.5
Current assets
Debtors	5	9.8	14.6
Deferred tax assets (all due in over 1 year)		0.9	1.3
Cash at bank and in hand		15.7	3.7
		26.4	19.6
Creditors: amounts falling due within one year	6	(28.1)	(32.9)
Net current liabilities		(1.7)	(13.3)
Total assets less current liabilities		290.1	174.2
Creditors: amounts falling due after more than one year	7	(8.1)	(0.2)
Net assets		282.0	174.0
Capital and reserves
Called up share capital	10	115.1	87.1
Share premium account	10	95.7	72.9
Other reserves	10	66.6	5.6
Profit and loss account		4.6	8.4
Equity shareholders’ funds		282.0	174.0

The loss after taxation attributable to the company dealt with in its own accounts for the 12m period ended 31 December 2025 is £7.6m (11m Dec24: loss £0.9m).

Approved by the Board of Directors on 22 April 2026 and signed on its behalf by:

W Berman

Chief Executive

O Mann

The notes on pages 108 to 113 form part of these financial statements

Registered Company Number: 02304195

Company Balance Sheet

At 31 December 2025

Notes to the Financial Statements of the Company

1. Accounting policies

Basis of preparation

Pinewood Technologies Group Plc is a company incorporated and domiciled in England, UK.

The company changed its name from Pendragon PLC to Pinewood Technologies Group Plc on

13 February 2024.

These financial statements were prepared in accordance with Financial Reporting Standard 101

Reduced Disclosure Framework (‘FRS 101’).

In preparing these financial statements, the company applies the recognition, measurement and

disclosure requirements of UK-adopted international accounting standards (“Adopted IFRSs”), but

makes amendments where necessary in order to comply Companies Act 2006 and has set out below

where advantage of the FRS 101 disclosure exemptions has been taken.

These financial statements have been prepared on a going concern basis as explained in note 1 of the

Group Financial Statements.

In these financial statements, the company has applied the exemptions available under FRS 101 in

respect of the following disclosures:

Cash Flow Statement and related notes;

Comparative period reconciliations for share capital;

Disclosures in respect of transactions with wholly owned subsidiaries;

Disclosures in respect of capital management;

The effects of new but not yet effective IFRSs;

Disclosures in respect of the compensation of Key Management Personnel.

Disclosures of transactions with a management entity that provides key management personnel

services to the company; and

Certain disclosures required by IAS 36 Impairments of Assets in respect of the impairment of assets.

As the consolidated financial statements of the company include the equivalent disclosures, the

company has also taken the exemptions under FRS 101 available in respect of the following disclosures:

IFRS 2 Share Based Payments in respect of group settled share based payments; and

Certain disclosures required by IFRS 13 Fair Value Measurement and the disclosures required by IFRS

7 Financial Instrument Disclosures.

The accounting policies set out below have, unless otherwise stated, been applied consistently to all

periods presented in these financial statements.

The company applies judgement in the application of its accounting policies which, while not involving

significant estimation uncertainty, could materially affect the amounts recognised in these financial

statements. The key areas of judgement applied are set out below.

The company exercises judgement in assessing the recoverability of the carrying amount of its

investments in subsidiaries, which are held at cost less impairment in accordance with IAS 27.

At each reporting date, the company assesses whether there are indicators that an investment may

be impaired. Where such indicators exist, the company determines the recoverable amount of the

investment, which are detailed in note 4.

Changes in these assumptions could result in a material adjustment to the carrying value of investments

in future periods. The carrying amount of investments in subsidiaries is disclosed in note 4.

Accounting estimates

The preparation of financial statements in conformity with FRS 101 requires the use of estimates and

assumptions that affect the reported amounts of assets and liabilities at the date of the financial

statements and the reported amounts of revenues and expenses during the reporting period/year.

Although these estimates are based on management’s best knowledge of the amount, events or

actions, actual results ultimately may differ from those estimates.

The estimates and underlying assumptions are reviewed on an ongoing basis. The estimates and

associated assumptions are based on historical experience and various other factors that are believed

to be reasonable under the circumstances.

Revisions to accounting estimates are recognised in the period in which the estimate is revised if the

revision affects only that period, or in the period of the revision and future periods if the revision affects

both current and future periods. The Directors consider the assessment of the value in use used in the

impairment testing of its investment in its subsidiaries to involve significant estimation uncertainty

regarding future cash flows, which are projected over a five-year period plus a terminal value. These

projections rely on key assumptions including the continuation of historic growth rates and margins,

and the successful delivery of contracted revenue. The Directors do not consider there to be any

further areas of estimation uncertainty that could be significant under IAS 1, ‘Presentation of Financial

Statements’, being areas of estimation uncertainty with a significant risk of a material change to the

carrying value of assets and liabilities within the next financial year.

Deferred taxation

Full provision is made for deferred taxation on all timing differences which have arisen but have not reversed

at the balance sheet date, except where it is not probable that the temporary difference will reverse.

Deferred tax is measured on a non-discounted basis at the tax rates that are expected to apply in the

periods in which the timing differences reverse, based on tax rates and laws substantively enacted at

the balance sheet date.

108

Notes to the Financial Statements of the Company

1. Accounting policies

Impairment excluding deferred tax assets

Financial assets (including trade and other debtors)

A financial asset not carried at fair value through profit or loss is measured for impairment losses

in accordance with IFRS 9 using an expected credit loss (ECL) model. The impairment model applies

to financial assets measured at amortised cost. The calculation of ECLs are a probability-weighted

estimate of credit losses. For trade receivables, the company applies the simplified approach set out in

IFRS 9 to measure expected credit losses using a lifetime expected credit loss allowance. The company

considered a trade or other receivables, including intercompany receivables, to be in default when the

borrower is unlikely to pay its credit obligations to the company in full after all reasonable actions have

been taken to recover the debt.

Non-financial assets

The carrying amounts of the company’s non-financial assets, other than deferred tax assets, are

reviewed at each reporting date to determine whether there is any indication of impairment. If any such

indication exists, then the asset’s recoverable amount is estimated.

The recoverable amount of an asset or cash-generating unit is the greater of its value in use and its fair

value less costs to sell. In assessing value in use, the estimated future cash flows are discounted to their

present value using a pre-tax discount rate that reflects current market assessments of the time value

of money and the risks specific to the asset. For the purpose of impairment testing, assets that cannot

be tested individually are grouped together into the smallest group of assets that generates cash

inflows from continuing use that are largely independent of the cash inflows of other assets or groups

of assets (the ‘cash-generating unit’).

An impairment loss is recognised if the carrying amount of an asset or its CGU exceeds its estimated

recoverable amount. Impairment losses are recognised in profit or loss. Impairment losses recognised in

respect of CGUs are allocated first to reduce the carrying amount of any goodwill allocated to the units,

and then to reduce the carrying amounts of the other assets in the unit (group of units) on a pro rata basis.

Investments

Investments held as fixed assets are stated at cost less any impairment losses. For Investments the

recoverable amount is estimated at each balance sheet date. The recoverable amount is the higher of

fair value less costs to sell and value in use. In assessing value in use, the estimated future cash flows are

discounted to their present value using a pre-tax discount rate that reflects current market assessments

of the time value of money and the risks specific to the asset for which the estimates of future cash

flows have not been adjusted.

Employee benefits - Share based payments

The company operates a number of employee share option schemes. The fair value at the date at

which the share options are granted is recognised in profit and loss on a straight line basis over the

vesting period, taking into account the number of options that are expected to vest. The number

of options that are expected to become exercisable is reviewed at each balance sheet date and if

necessary estimates are revised.

Dividends

Dividends proposed by the Board and unpaid at the end of the period/year are not recognised in the

financial statements until they have been approved by the shareholders at the Annual General Meeting.

Interim dividends are recognised when they are paid.

Own shares held by EBT trust

Transactions of the group-sponsored ESOP trust are included in the company financial statements. In

particular, the trust’s purchases and sales of shares in the company are debited and credited directly

to equity.

Auditor’s remuneration

Amounts receivable by the company’s auditor and its associates in respect of services to the company

and its associates, other than the audit of the company’s financial statements, have not been disclosed

as the information is required instead to be disclosed on a consolidated basis in the consolidated

financial statements.

Profit and loss account

In accordance with the exemption allowed by Section 408 of the Companies Act 2006, the profit and

loss account of the company is not presented.

2. Directors

Total emoluments of key management personnel (including pension contributions) amounted to £4.3m

(FY24: £3.1m). Information relating to directors’ emoluments, share options (including share gains) and

pension entitlements is set out in the Directors’ Remuneration Report on pages 48 to 55.

3. Dividends

No dividend was paid in FY25. In FY24 a dividend of 24.5p per £1.00 ordinary share amounting

to a total of £358.4m was paid on 7 May 2024 as communicated to shareholders in the circular to

shareholders dated October 2023 in respect of the sale of part of the business to Litha Motors Inc.

Lithia UK Holding Limited, who at the time held 13,969,444 ordinary shares waived their right to a

dividend as per the terms of the business sale outlined in the afore mentioned circular.

109

4. Investments

Shares in subsidiary

undertakings

Cost

At 1 February 2024

547.1

Dividend received from Pendragon Group Holdings Ltd

(362.8)

At 31 December 2024

184.3

At 1 January 2025

184.3

Investment in Pendragon Group Holdings

70.4

Investment in Seez App Holdings Ltd

37.1

291.8

Impairment

At 1 February 2024

Impairment charge

At 31 December 2024

At 1 January 2025

Impairment charge

Carrying amounts

547.1

184.3

291.8

At the period end, the company holds an investment in Pendragon Group Holdings Limited and Seez

App Holding Ltd. In the case of Pendragon Group Holdings the recoverable amount of this directly-

held subsidiary has been determined with reference to the value of investments in the actively trading

members of the Group. In the case of Seez App Holding Ltd the recoverable amount of this directly-held

subsidiary has been determined with reference to the trading member Seez App Technology Ltd.

In assessing the carrying value of investments in subsidiary undertakings, an assessment of the

recoverable amount of each investment has been undertaken in line with IAS 36. When assessing the

carrying value, the value was determined by the higher of its value in use and its fair value less costs to sell.

The directors have considered and assessed reasonably possible changes to the key assumptions used

in determining the recoverable amounts and have performed sensitivities on these key assumptions.

This assessment resulted in the reasonably possible key assumption changes not leading to any impact

on the carrying value of investments in subsidiary undertakings for year ended 31 December 2025.

Full details of the company’s other investments are given in notes 3.6 and 3.7 to the consolidated

financial statements.

Shares in subsidiary undertakings are stated at cost. Pinewood Technologies Group Plc owns directly or

indirectly 100 percent of the issued ordinary share capital of the following subsidiaries.

Incorporated in Great Britain

having a registered office at 2960 Trident Court, Solihull Parkway,

Birmingham, B37 7YN:

Pendragon Group Holdings Limited.*

Pinewood Technologies PLC.

Pendragon Overseas Limited.

Pinewood Computers Limited.

Incorporated in the United States of America

having a registered office at 2171 Campus Dr Ste 260,

Irvine, California:

Pendragon North America Automotive, Inc.

Incorporated in Sweden

having a registered office at Eversheds Sutherland, Strandvägen, Box 11451,

104 40, Stockholm:

Pinewood Technologies Northern Europe AB.

Incorporated in Japan

having a registered office at Saiwai Building 9th floor, 3-1 Uchisaiwai-cho

1-chome, Chiyoda-ku, Tokyo:

Pinewood DMS Japan GK.

Incorporated in the United States of America

having a registered office at Corporation Trust Centre

1209 Orange Street, Wilmington. Delaware:

Pinewood US Holdings LLC.

Pinewood North America LLC.

110

4. Investments

Incorporated in the UAE

having a registered office at Fl 24, Al Sila Tower, Abu Dhabi Global Market

Square, Al Markaziyah, Abu Dhabi, C/O: ResCo-Work02:

Seez App Holding Ltd*.

Incorporated in the UAE

having a registered office at Unit GA-00-SZ-L1-RT-182, Level 1, Gate Avenue

– South Zone, Dubai IFC, Dubai, UAE:

Seez App Technology Ltd.

Incorporated in Denmark

having a registered office at C/O Highbridge Advokatanpartsselskab,

Højbro Plads 10, 1200 København K, 1200 Højbro Plads:

Seez App APS.

Incorporated in South Africa

having a registered office at Wanderers Office Park, 52 Corlett Drive,

Illovo, Johannesburg, Gautend, 2196:

Pinewood AI South Africa (Pty) Ltd.

Direct subsidiary of Pinewood Technologies Group PLC.

5. Debtors

Amounts due within one year:

Amounts owed by Lithia UK Holdings Ltd

11.1

Other debtors

1.0

1.9

Amounts owed by subsidiary undertakings

8.8

1.6

9.8

14.6

At 31 December 2024 £11.1m was owed by Lithia UK Holding Limited in relation to the settlement of

intra-group balances arising from the sale of the UK Motor and Leasing businesses. This balance was

settled by March 2025 and at 31 December 2025 there were no amounts owed by Lithia arising from

the arising from the sale of the UK Motor and Leasing businesses.

Expected credit losses in respect of trade and other intercompany receivables are deemed immaterial.

6. Creditors: amounts falling due within one year

Other creditors and accruals

1.7

4.5

Amounts due to subsidiary undertakings

26.4

28.4

28.1

32.9

Amounts due to subsidiary undertakings are repayable on demand but may remain outstanding indefinitely.

7. Creditors: amounts falling due after more than one year

Warrants

7.9

Loan notes

8.1

The valuation of warrants accounted for as debt relies on estimates of market-based inputs, including

share price volatility and risk-free rates, which are categorised within Level 2 of the fair value hierarchy.

Valuations have been performed using the Black-Scholes model. Full details of the company’s warrants

and loan notes including security and maturity are given in note 4.2 to the consolidated financial statements.

111

8. Deferred tax

Deferred income 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 income taxes relate to the same

fiscal authority. There are no offset amounts as follows:

Deferred tax assets

0.9

1.3

The movement in the deferred tax assets for the period/year is as follows:

Losses

Charged to income statement

(1.4)

Credited to equity

1.3

Charged to income statement

Credited to equity

0.9

9. Share based payments

Details of share schemes in place for the Group of which the company participates as at 31 December

2025 are fully disclosed above in note 4.6 of this report.

10. Called up share capital and reserves

Allotted, called up and fully paid shares of £1.00 each at 31 December 2025 and 31 December 2024

87,115,622

87.1

Share issue

27,984,355

28.0

115,099,977

115.1

Full details of the share issue and share consolidation are given in note 4.4 to the consolidated

Transactions of the Group-sponsored EBT are included in the company’s financial statements. In

particular, the trust’s purchases of shares in the company, which are classified as own shares, are

debited directly to equity through retained earnings. When own shares are sold or reissued the resulting

surplus or deficit on the transaction is also recognised within retained earnings.

The market value of the investment in the Group’s own shares at 31 December 2025 was £0.0m (31

December 2024: £0.0m), being 0.0m (FY24: 0.0m) shares with a nominal value of £1.00p each,

acquired at an average cost of £1.00 each (FY24: £1.00). The trustee of the EBT is Salamanca Group

Trust (Jersey) Limited.

Dividends on the shares owned by the trust, the purchase of which were funded by interest free loans

to the trust from Pendragon PLC, are waived. All expenses incurred by the trust are settled directly by

Pendragon PLC and charged in the accounts as incurred.

At 31 December 2025, Other reserves consists of a Merger reserve £61.0m (FY24: nil) and a Capital

redemption reserve £5.6m (FY24: £5.6m).

The Merger reserve arose during FY25 in connection with acquisitions of Seez and Pinewood North

America LLC. In accordance with Section 612 of the Companies Act 2006, the Group qualified for

merger relief on the consideration shares issued as part of these acquisitions. Consequently, the

premium arising on the shares issued, representing the difference between the fair value of the shares

and their nominal value, has been credited to a Merger reserve, which has been reduced by the value of

the directly attributable transaction costs associated with this share issuance.

The Capital redemption reserve arose following the purchase by the Group of its own shares in 2023

and comprises the amount by which distributable profits were reduced on these transactions in

accordance with s733 of the Companies Act 2006. There were no transfers into the Capital redemption

reserve during the period in respect of shares purchased by the Group and subsequently cancelled.

112

11. Related party transactions

Identity of related parties

The company has related party relationships with its subsidiaries and with its key management personnel.

Transactions with related parties

The transaction with directors of the company are set out in note 5.1 to the consolidated financial statements.

12. Parental Guarantee

The UK registered subsidiaries of Pinewood Technologies Group Plc have taken an exemption from

audit per Section 479A of the Companies Act for the 11 month period ended 31 December 2025.

Pinewood Technologies Group Plc will guarantee the debts and liabilities for Pendragon Group Holdings

Limited, Pinewood Technologies Plc, Pendragon Overseas Limited and Pinewood Computers Limited,

which have claimed the statutory audit exemption at the balance sheet date of 31 December 2025 in

accordance with Section 479C of the Companies Act 2006. The company has assessed the probability

of loss under the guarantee as remote.

113

Advisors, banks and shareholder information

Financial Calendar FY25

date of this Report

preliminary announcement

of FY25 results

Auditor

RSM UK Audit LLP, Statutory Auditor

Chartered Accountants

103 Colmore Row

Birmingham

B3 3AG

Banks

Lloyds Banking Group plc

Barclays PLC

Handelsbanken AB

Mizuho Financial Group Inc

U.S. Bancorp Inc

First Abu Dhabi Bank

Danske Bank A/S

First National Bank

Stockbrokers

Joh. Berenberg, Gossler & Co. KG

Jefferies International Limited

Solicitors

CMS Cameron McKenna

Nabarro Olswang LLP

Geldards LLP

Eversheds LLP

AMT Lawyers Ltd

Stock Classification

The company’s ordinary shares are traded

on the London Stock Exchange. Investment

codes for Pinewood’s shares are:

London Stock Exchange: PINE

OTCQX Market: PINWF

Bloomberg: PINE.LN

GlobalTOPIC and Reuters: PINE.L

Share dealing service

You can buy shares through any authorised

stockbroker or bank that offers a share dealing

service in the UK, or in your country of residence if

outside the UK.

MUFG Corporate Markets also provides a share

dealing service to private shareholders in the UK or

Channel Islands.

For further information on the share dealing

service provided by MUFG, or to buy and sell shares

via MUFG Corporate Markets visit www.dealing.

cm.mpms.mufg.com or call 0371 664 0445. Calls are

charged at the standard geographic rate and will

vary by provider. Lines are open between 8.00am

and 4.30pm, Monday to Friday excluding public

holidays in England and Wales.

This is not a recommendation to buy and sell

shares and this service may not be suitable for all

shareholders. The price of shares can go down as

well as up and you are not guaranteed to get back

the amount you originally invested. Terms and

conditions apply. MUFG Corporate Markets is a

division of MUFG Pension & Market Services which is

authorised and regulated by the Financial Conduct

Authority. This service is only available to private

shareholders resident in the United Kingdom, the

Channel Islands or the Isle of Man.

MUFG Corporate Markets is a trading name of

trading name of MUFG Corporate Markets (UK)

Limited. Share registration and associated services

are provided by MUFG Corporate Markets (UK)

Limited (registered in England and Wales, No.

2605568). Regulated services are provided by

MUFG Corporate Markets Trustees (UK) Limited

(registered in England and Wales No. 2729260),

which is authorised and regulated by the Financial

Conduct Authority.

The registered office of each of these companies

is MUFG Corporate Markets, Central Square, 29

Wellington Street, Leeds, LS1 4DL.

Shareholder and investor information

Making some of our corporate materials and

policies available on our website reduces the length

of this Report. This year we have placed certain

background information on policy and governance

on our website. We also display historic financial

reports and have a section on company news, which

we regularly update on www.pinewood.ai.

Getting company reports online

Reduces the environmental impacts of report

distribution. To choose online only reporting,

visit the share portal and register for electronic

form reporting, or contact our registrar, whose

details are:

Registrar and shareholder enquiries

By post:

MUFG Corporate Markets, Central Square,

29 Wellington Street, Leeds, LS1 4DL.

By telephone:

0371 664 0300. Calls are charged

at the standard geographic rate and will vary by

provider. If you are outside the UK call +44 371 664

0300. Calls outside the UK will be charged at the

applicable international rate. The helpline is open

between 9.00am and 5.30pm, Monday to Friday

excluding public holidays in England and Wales.

e-mail

[email protected]

website

www.eu.mpms.mufg.com

114

Printed by a CarbonNeutral

Company certified to ISO 14001 environmental

management system.

Printed on material from well-managed, FSC

certified forests and other

controlled sources.

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.

CBP030752

2960 Trident Court,

Solihull Parkway,

Birmingham B37 7YN

AI assistant

Pinewood Technologies PLC Annual Report 2025

4703_10-k_2026-04-30_45f3948b-75af-426b-ad45-33f6cd11d101.html

AI assistant

Pinewood Technologies PLC — Annual Report 2025

4703_10-k_2026-04-30_45f3948b-75af-426b-ad45-33f6cd11d101.html

More from Pinewood Technologies PLC

Pinewood Technologies PLC Annual Report 2025