RASPBERRY PI HOLDINGS PLC — Annual Report 2025

Apr 21, 2026

Raspberry Pi Holdings plc Annual Report and Accounts 2025

Our mission

To put high-performance, low-cost, general-purpose computing platforms in the hands of engineers all over the world.

Highlights

Metric	2025	2024	2023
Revenue	$323.2m	$259.5m	$265.8m
Unit volume	7.6m	7.0m	7.4m
Gross profit	$77.8m	$63.2m	$66.0m
Profit before tax	$26.5m	$16.3m	$38.2m
Adjusted EBITDA*	$46.4m	$37.2m	$43.8m
Adjusted basic EPS	14.5¢	10.7¢	17.8¢
Cash	$28.1m	$45.8m	$42.2m

*As defined in Note 29, financial measures or metrics used in this report that are not defined by IFRS are alternative performance measures (“APMs”). The Group uses such measures for performance analysis because they provide additional useful information on the performance and position of the Group. Since the Group defines its own APMs, these might not be comparable to other companies’ APMs. These measures are not intended to be a substitute for or superior to IFRS measurements.

Contents

• Strategic report
  • IFC Our mission
  • 1 Highlights
  • 2 At a glance
  • 4 Raspberry Pi illustrative embedded use case: Smart home
  • 5 Our product platform
  • 6 Chair’s statement
  • 8 Investment case
  • 9 CEO’s statement
  • 12 Go-to-market
  • 14 Industrial customer priorities and challenges
  • 16 Raspberry Pi use case: Industrial automation
  • 17 Business model
  • 20 Case study: Sixfab
  • 21 Section 172
  • 22 Stakeholder engagement
  • 24 Case study: ProGlove
  • 25 Financial review
  • 31 Key performance indicators (“KPIs”)
  • 32 Sustainability Committee Chair’s statement
  • 33 Sustainability
  • 35 Task Force on Climate-Related Financial Disclosures (“TCFD”)
  • 40 Streamlined Energy and Carbon Reporting (“SECR”)
  • 41 Principal risks and uncertainties
  • 53 Going concern and viability statement
• Governance
  • 55 Chair’s introduction to governance
  • 56 Board of Directors
  • 58 Corporate governance report
  • 62 Audit and Risk Committee report
  • 66 Nomination Committee report
  • 69 Remuneration Committee report
  • 71 Directors’ remuneration report
  • 79 Directors’ report
  • 82 Statement of Directors’ responsibilities
• Financial statements
  • 84 Independent auditor’s report
  • 96 Consolidated statement of comprehensive income
  • 97 Consolidated statement of financial position
  • 98 Consolidated statement of changes in equity
  • 99 Consolidated statement of cash flows
  • 100 Notes to the consolidated financial statements
  • 127 Company balance sheet
  • 127 Company statement of changes in equity
  • 128 Notes to the Company financial statements
  • 132 Company information and contact details

The 2023 comparative figures align with Raspberry Pi Ltd’s annual accounts. Refer to Note 2 for further details on the Group reorganisation.

At a glance

High-performance, low-cost computing platforms. We are a pioneering designer of high-performance single board computers (“SBCs”), compute modules and semiconductors. Our products are used in industrial applications, by OEMs who embed them into their own products, and by enthusiasts and educators. In addition to our core hardware, we offer a variety of accessories and a comprehensive software stack, backed by long-term commitments to availability, security and engineering quality.

What we do
Raspberry Pi designs embedded computing platforms that power innovation across diverse industries.
* 73m+ units sold since 2012
* 7.6m units sold in 2025
* 70.4m units of boards and accessories manufactured in the UK

Units by destination
Raspberry Pi products are available in over 80 countries around the world.

Region	2025	2024
Europe	33%	39%
North America	32%	29%
Asia	31%	29%
Rest of the world	4%	3%

At a glance continued

• Industrial automation: Raspberry Pi enables flexible, cost-effective control and edge processing for industrial automation and long lifecycle factory deployments. (See case study on page 16)
• IoT gateways: Raspberry Pi provides a secure, scalable platform for aggregating, processing and transmitting IoT data to enterprise systems. (32bn: Forecast global installed base of IoT units by 2030)
• Smart home: Raspberry Pi powers smart home hubs, enabling local processing, device interoperability and secure ecosystem management. (See case study on page 4)
• Digital signage: Raspberry Pi delivers reliable, centrally managed digital signage with high-quality content playback at commercial scale. (1,000+: Flight Information Screens now installed at Heathrow)
• Retail and PoS: Raspberry Pi supports networked retail and point‑of‑sale systems with payments, peripherals and real-time analytics. (1/10th: Cost versus traditional systems)

Additional target markets: Audio, Automotive, Thin clients, RFID, Gaming, Sensor, EV infrastructure, Medical and healthcare, AgriTech, Aerospace.

Raspberry Pi illustrative embedded use case: Smart home

Making smart homes smarter
Raspberry Pi products are at the heart of a broad range of consumer electronics, powering IoT-enabled smart home systems, and connecting devices that improve energy efficiency, integration, and everyday convenience for users.

Illustrative use cases of Raspberry Pi products in a smart home:
Smart energy management, Smart blinds, Smoke detector, Doorbell, Door lock, Pet camera, Voice assistant, Robot vacuum, Security and surveillance, Set-top box, Smart screen, Smart lighting.

Scalable computing platform

We deliver a comprehensive general-purpose embedded computing platform built on two mutually supporting franchises: compute products and semiconductors.

Our compute products are high‑performance SBCs and compute modules, designed to bring powerful, accessible and cost-effective computing to a wide range of applications. SBCs provide industry-standard interfaces and plug-and-play simplicity, enabling rapid prototyping and product development. Compute modules take the same core technology into embedded environments, allowing customers to integrate Raspberry Pi directly into their designs.

Our semiconductor portfolio underpins and accelerates this platform. Microcontrollers and proprietary I/O technology power our own products, and are also sold to third parties, extending the reach and adoption of our architecture. Each franchise supports the other: our semiconductors allow us to build differentiated electronic products, while our electronic products serve as the shop window for our semiconductors.

“The focus over FY 2025 has been on deepening the product offering, responding to customer feedback, addressing functionality and performance gaps, and delivering targeted, incremental improvements to existing products.”

Our customer focus is illustrated by the new compute module variants with extended operating temperature ranges, our first standalone Wi‑Fi and Bluetooth radio module, helping OEMs build their own high-performance wireless-enabled products, and by Raspberry Pi 500+, which combines high specification and affordability with the plug‑and-play simplicity valued by enthusiasts.

Product roadmap and strategy
Our roadmap builds on the core themes that have driven our success and set us apart: performance, price, accessibility and security, alongside the growing importance of our own silicon and software. In parallel, continuing to strengthen our go-to-market teams will enable us to secure additional design wins with larger OEMs, both through our direct and indirect sales channels.Read more about our go-to-market model on pages 12 and 13

End-to-end Raspberry Pi platform

	Compute products and semiconductors are mutually supporting franchises
	Semiconductors
Raspberry Pi platform	RP2040, RP2350
Software
Use case	General-purpose computing
Channel model	Direct-to-reseller, direct-to-OEM
Median order volume today	10k
Mid-sized OEM opportunity	0.5m+

Our product platform 5

Raspberry Pi Holdings plc Annual Report and Accounts 2025

Martin Hellawell, Independent Non-Executive Chair

I am pleased to report a strong performance for the year, supported by a return to more normal demand patterns and channel engagement alongside continued progress against our long-term strategy. The Group has shown resilience, discipline and a focus on execution, particularly through the second half as memory component supply dynamics started to change. We continued to attract great people, strengthen our banking relationships, increase engagement with prospective OEM partners and diversify our supply chain. These developments strengthen our ambition to be the world’s most trusted low‑cost, high‑performance computer platform.

Financial performance

The successful execution of the strategy is evident in the financial performance of the Group. Revenue for the year was $323.2 million, with adjusted EBITDA of $46.4 million, up over 20%, ahead of the Board’s expectations entering the second half. This performance was driven by robust demand through FY 2025, alongside higher gross profit per board as we successfully navigated increased memory costs. We continued to manage the business prudently while investing in areas that support sustainable, long-term growth. Headcount increased by 6% during the year, reflecting the targeted strengthening of our finance, legal and marketing teams. Ending the year with $28.1 million of cash was particularly pleasing, following the repayment of a significant level of long-dated payables, and we remain confident that over the medium term, the Company will generate the strong cash flows inherent in the business model.

Innovation and product development

FY 2025 was a year of consolidation and deepening of the product offering. After introducing several major platform products in the prior year, our focus shifted to strengthening our portfolio with targeted improvements and new variants, shaped by customer feedback. This was also the first year in which semiconductor unit shipments exceeded board shipments, an important milestone that highlights the momentum within our silicon product line. We remain committed to investing in research and development and capital expenditure to support future product releases across both our electronics and silicon franchises. Our roadmap continues to evolve, with a focus on addressing a broader range of use cases across the large-scale IoT market.

Customer engagement and strategic relationships

We continue to make strong progress against our strategy to build deeper, more direct relationships with our customers. Our “Board to Board” programme, launched following the IPO, has strengthened engagement with senior leadership teams at our prospective customers and our understanding of the opportunity across the industrial automation, smart infrastructure, energy and aerospace sectors, including defence. These discussions provide valuable insight into customer priorities and help ensure we are developing solutions aligned with customers’ long-term requirements. Many of the programmes we support often represent step-changes in OEM product roadmaps, requiring a considered timeframe for design and launch. While revenue from these programmes will take time to materialise, they present a meaningful opportunity for the Company as we support customers in accelerating their time to market through a range of value-added capabilities. We continue to see healthy demand from both new and existing OEMs. Our direct-to-reseller and direct-to-OEM approach enables deeper engagement, stronger partnerships and improved value capture across the customer product lifecycle. In 2025, sales through our direct-to-OEM and reseller channels increased by over 36%, reflecting a stronger market backdrop and underscoring the Company’s opportunity to capture increased margin.

Maintaining ESG momentum

Raspberry Pi has always had a strong sense of purpose. From day one, the organisation set out to broaden access to computing and deliver platforms that were powerful, accessible and energy efficient. That purpose continues to guide us today. Our environmental and social impact rests on three pillars:
* the educational work of the Raspberry Pi Foundation;
* the energy efficiency benefits of our products; and
* the support we provide to innovative smaller OEMs that rely on us for affordable, reliable computing.

As a public company, expectations around ESG transparency and resilience naturally increase. We are committed to improving our reporting, including around MSCI benchmarking, while keeping strong momentum across our ESG initiatives.

Chair’s statement 6

Raspberry Pi Holdings plc Annual Report and Accounts 2025

The launch of our “Board to Board” programme

In September 2024, the Group launched the Board to Board programme to strengthen links with board-level decision makers across global industrial and embedded sectors. Building on Raspberry Pi’s success in prototyping, and in test and production automation, the initiative focuses on converting this beachhead into long-term, high-volume embedded business with multinational customers. Engagement with CTOs at over 20 major UK industrial companies highlighted an opportunity to raise Raspberry Pi’s C-suite visibility. In 2025, progress included scaling industrial adoption with partner SECO, increasing trust in the Raspberry Pi brand, and providing rapid technical value, positively positioning us across a range of ongoing design discussions.

“It is increasingly clear that customers are prioritising security, lifecycle certainty and sovereign capability.”

See Q&A with Roger Thornton, Head of Applications, on page 14

People and culture

Our people remain central to the success of the business. One of our core strengths is the unique culture we have established, which is entrepreneurial, engineering led and deeply focused on solving real customer problems. Over half of our employees are in frontline engineering roles, and preserving the culture as we scale remains a priority for the Board. Employee retention has remained excellent since our IPO, and I want to thank all our colleagues for their hard work and continued commitment during a busy year. We will continue to invest in people alongside increased use of automation to drive efficiency and scalability across the business.

Since listing, we have strengthened our governance framework. I am pleased with the way the Board is operating, providing effective oversight while constructively supporting and challenging the management team as it executes our growth strategy. Further detail can be found in the Corporate Governance Report on page 58. I would like to thank Eben Upton for his outstanding work as CEO. He excels technically and commercially and is an inspiration to those around him. I am particularly pleased by how he has made a seamless transition to life as a CEO of a public company. I would also like to thank Richard Boult, who will be stepping down as Group CFO. Richard has made a significant contribution since joining the Company in 2019, including playing a central role in our IPO. He will remain with the Company to support an orderly transition through 2026, and we will update shareholders on his succession in due course.

Supportive shareholders

We benefit enormously from the fantastic encouragement and partnership of the Raspberry Pi Foundation, whose outstanding work continues to inspire us and with whom our collaboration remains strong. We are also delighted with our shareholder register, which includes a balanced mix of UK, US and international long-term investors, our strategic pre-IPO holders, and a knowledgeable and growing retail investor base.

Year ahead

In the year ahead, we expect to work through some external challenges, including ongoing geopolitical volatility and an AI-driven shortage of critical memory components. However, our management team brings more than a decade of experience operating successfully in similarly complex environments, including during the most recent major supply chain disruption in 2022. We emerged from that period a stronger business, with enhanced operational discipline and deeper customer relationships. The next 12 months will require agility and disciplined decision making but with robust underlying customer demand, we believe this presents an opportunity to further strengthen our competitive position and capture long-term value.

Martin Hellawell
Independent Non-Executive Chair
30 March 2026

Chair’s statement continued 7

Raspberry Pi Holdings plc Annual Report and Accounts 2025

High barriers to entry

• Competitive moats: Long-standing investment in hardware, software, collateral and first-party engineering services, paired with community support from 3 million followers worldwide.
• End-to-end business model: True end-to-end engineering covering the value chain from silicon IP and electronic design to on-device and cloud software, community management and application engineering.

De-risking of long-term growth

• Large and growing markets: A total addressable market across industrial, embedded, enthusiast, and educational computing, amounting to tens of millions of units and billions of dollars.

• World-class partners: Technology from shareholder and partner Arm helps underpin the product roadmap. Sony and TSMC, along with our highly experienced internal teams, ensure robust management of our supply chains.### Extensive product range and established customer base

• Regular product launches: Continuous development and launch of new hardware, software and accessories with long-term availability and support.

• Broad customer base: 73 million+ units shipped since launch, long-standing value-added licensee, 100+ resellers, growing across 80 countries, and deepening OEM engagement.
  • See page 18 for more information
  • See page 12 for more information
  • See page 2 for more information

Growing pipeline of OEM design wins

• A loyal OEM customer base: Over a decade of product releases and support has contributed to a major following amongst professional design engineers driving widespread adoption of products by OEMs.
• Investing in go-to-market: We find Raspberry Pi products in use at nearly every OEM we meet. We are focused on growing these relationships and on meeting and educating senior decision makers and design engineers.

Ambitious team and entrepreneurial mindset

• Innovation placed at the forefront: Raspberry Pi has built a unique talent culture, identifying and cultivating the best engineering talent to design leading computing platforms.
• Developing our teams: Engineers represent over 50% of employees, around 84% of staff hold shares or options. The business maintains high retention and prioritises developing talented graduates.
• An experienced Board: A clear vision to deliver long-term growth, higher profits, strong cash flow and returns for shareholders.

Strong ESG credentials

• Smallest resource footprint: Leading the world in low-power computers that are more efficient to manufacture and consume less energy to operate than legacy desktop and embedded PCs.
• Commercial ambition and social mission alignment: Democratising technology for all through low-cost and high-performance computing.
• Facilities sustainability: We continue to invest in measures to run our buildings more efficiently and environmentally with the use of solar generation reducing electricity consumption by 20% in the year.
  • See page 12 for more information
  • See page 22 for more information
  • See page 33 for more information

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Investment case 8 Raspberry Pi Holdings plc Annual Report and Accounts 2025

Over the years, we have shaped Raspberry Pi’s value proposition across hardware, software and collateral, developing distinctive competitive strengths and attributes. These differentiators set us apart in our markets and position us to drive sustainable long-term growth.

Dr Eben Upton CBE FREng
Chief Executive Officer and Founder

“For the first time, semiconductor device volumes exceeded those of boards and modules – a milestone on our journey towards a two-franchise business.”

Another exceptional year for Raspberry Pi

2025 was an exciting year for Raspberry Pi. It was a year defined by delivery and by consolidation: completing the current generation of our core products, developing our semiconductor offering and refining the channel relationships that allow us to reach millions of customers around the world.

With the release of the Raspberry Pi 500+ all‑in‑one PC in September, we rounded out our fifth-generation core product line up, freeing our engineering team to focus on work that will in due course lead to Raspberry Pi 6. An updated version of our RP2350 microcontroller, released in August, delivered reliability and performance enhancements, and was accompanied by new variants that integrate non-volatile memory directly into the chip package. These developments were complemented by accessory releases, including Radio Module 2, Camera Module 3 Sensor Assemblies, and a 5" variant of Touch Display 2.

Our expanding range of board, module, semiconductor and accessory offerings make it easier than ever for our customers to engage with Raspberry Pi technology, and for OEMs to integrate it into their own products. Our continued growth is made possible through the efforts of our global ecosystem of distribution partners. Over the last year we have consolidated our network of Approved Resellers, Authorised Distributors and Design Partners with a focus on developing industrial and OEM sales expertise in key geographies.

Delivering through transition

2025 was our first full year as a public company following our listing on the London Stock Exchange in June 2024. The transition has been a rewarding one: regular dialogue with our investors has deepened our understanding of the fundamentals of our business and sharpened our focus on long-term value creation.

Our board and module unit shipments reached 4.0 million in the second half, bringing total shipments for the year to 7.6 million, an increase of 9% year on year, as demand strengthened markedly through the year. We saw robust demand in key international markets, particularly the United States and China.

Adjusted EBITDA of $46.4 million exceeded expectations, supported by favourable unit economics in the second half of the year. We ended the year with net cash of $28.1 million after the repayment of $52.2 million of previously extended supplier payables, demonstrating our continued balance sheet strength and prudent approach to capital management.

We reached an important strategic inflection point in 2025. For the first time, shipments of our microcontroller devices, RP2040 and the RP2350 family, exceeded those of our boards and modules, with a total of 8.4 million units shipped. This milestone represents a key step forward in our ambition to build Raspberry Pi into a two‑franchise business, with both electronic products and semiconductors making significant contributions to volumes, revenues, and profitability.

Innovation and product execution

Technical innovation remains the linchpin of our success and in 2025 we launched 13 new products (2024: 22). These new releases delivered targeted support for an ever-growing range of customer applications. Industrial‑temperature compute modules and new variants of our RP2350 microcontroller extended our reach into challenging environments and demanding deeply embedded use cases. Our premium keyboard computer Raspberry Pi 500+ was welcomed with excitement by enthusiasts and we announced a partnership with NComputing, a global leader in end-user computing solutions, to bring it to the enterprise market.

Responding to demand from our microcontroller customers, we launched our first standalone wireless module in June. Building on our heritage of modular design, Radio Module 2 offers integrated Wi-Fi and Bluetooth radios from our partner Infineon, a compact form factor, and a low-pin-count host interface. These design choices simplify integration, reduce external component count, and eliminate the expense and complexity of radio certification, streamlining our customers’ journey from prototype to production.

Our software offering continues to evolve alongside our hardware. The Pico SDK and its Visual Studio Code integration received major updates, while Raspberry Pi OS (Trixie) introduced performance and security improvements, and an enhanced desktop user experience. Raspberry Pi Connect for Organisations added enterprise features for secure device management and remote access, allowing OEM customers to simply and securely maintain large fleets of devices in the field.

CEO’s statement 9 Raspberry Pi Holdings plc Annual Report and Accounts 2025

A fast growing semiconductor platform

Raspberry Pi recognises that semiconductor development is capital intensive, time consuming, and technically demanding. The Company employs a substantial in-house team of highly experienced engineers, many with backgrounds at world-class semiconductor companies. This capability has already delivered two successful silicon launches, and growing engagement with Tier 1 OEMs.

Looking ahead, the Company has established a defined, fully costed, multi-year roadmap to expand its proprietary silicon portfolio. This programme is expected to drive continued performance improvements across electronic products while accelerating unit growth and monetisation within the semiconductor business, strengthening both franchises and supporting long-term value creation.

Innovation and product execution continued

Connect now supports hundreds of thousands of devices in the free tier and thousands more in its paid-for tier and continues to see robust month‑on‑month growth. At the end of the year, we released over‑the‑air (“OTA”) update capability for Connect. Support for OTA updates of IoT device firmware is becoming a regulatory requirement in many jurisdictions, and we see this development as a natural extension of our strategy to eliminate complexity for our OEM customers.

Artificial intelligence was a defining technology theme of 2025, and edge AI represents a significant opportunity for Raspberry Pi. Our platforms allow OEMs to deploy AI applications at the edge of the network, delivering improved latency, privacy and cost compared to cloud-hosted alternatives. We continue to work closely with model developers and partners to ensure that their workloads run performantly on our platforms, and are confident that edge AI on Raspberry Pi will play a key role in the next decade of digital transformation.

Expanding markets and the two‑franchise model

The continued growth of our semiconductor business marks a new era for Raspberry Pi. Our RP2040 and RP2350 microcontrollers sit at the heart of a thriving ecosystem of partner‑developed products. For our existing board and module OEM customers, our semiconductor devices represent a vital next rung on the scaling ladder, enabling custom designs that can serve a vast range of industrial and embedded applications. We continue to support these customers by providing the engineering quality, transparent competitive pricing and extensive technical collateral that has become our hallmark.

We continue to see the synergy between our two franchises as a powerful driver of long‑term growth.Our boards and modules act as the shop window for our semiconductor devices, while our semiconductor devices allow us to build ever more capable and efficient boards and modules. As we move along this trajectory, our aspiration is for semiconductor volumes to grow by orders of magnitude, transforming Raspberry Pi from a company that sells millions of boards and modules each year into one that also ships billions of semiconductor devices.

Go-to-market strategy

We continue to strengthen our go-to-market strategy, working with our Approved Reseller and Authorised Distributor partners, and directly with larger OEMs, to secure the design wins which will deliver medium-term unit sales growth and improved gross profit margins. In the year, our number of Authorised Resellers fell to 113 (2024: 117). After adding a net 13 new Approved Resellers in 2024 we took the opportunity this year to refine our distribution strategy, retiring underperforming partners and adding new ones to drive industrial and OEM growth in key geographies. Key additions in the year included HT Componenti Srl in Italy, Icompplus Electronics S.L. in Spain, eukleed in France and Electronica Elemon SA in Argentina.

Our “Board to Board” initiative, launched after the 2024 IPO, continues to target larger-scale design wins via direct senior-level engagement at major OEMs. This more intensive approach provides deeper insight into prospective customers’ technical and operational needs and allows us to leverage existing adoption of Raspberry Pi technology in prototyping and production automation into scaled OEM adoption. In the year, we held more than 20 C-Suite level discussions, supporting customers in addressing critical challenges around security, connectivity and supply chain resilience. These engagements have increased awareness and understanding of the Raspberry Pi value proposition at senior levels in the target organisations and enhanced our profile as a strategic partner rather than solely as a technology provider. Numerous project discussions remain ongoing, most notably with OEMs in the smart home and defence and aerospace sectors.

Tariffs

Our sales to US customers remain strong, with revenue growing 56% year on year. Our exclusively UK-manufactured boards and modules have been subject to lower competitive tariffs than our predominantly China‑manufactured competitors. Our major US distribution partners have worked closely with us to maintain attractive pricing for our products. In our education and enthusiast market, we expect a meaningful competitive benefit to arise from the abolition of the de minimis tariff exemption on small, personal shipments into the US.

DRAM supply

Global DRAM markets tightened significantly through 2025 and into 2026 due to AI-driven demand. We have mitigated the impact on our business through supplier diversification and targeted pricing adjustments and continue to benefit from inventory acquired at lower historical prices. These actions have supported supply continuity and profitability, and create potential opportunities for market share gains against competitors who face sourcing constraints.

CEO’s statement continued 10 Raspberry Pi Holdings plc Annual Report and Accounts 2025

DRAM supply continued

We expect the current supply environment to persist beyond this year, although we would expect some mitigation from demand elasticity in the short term and increased foundry capacity investment in the medium term. Around one-third of our boards and modules by volume either use no DRAM (Raspberry Pi Pico products), or older LPDDR2 DRAM, for which we maintain a separate, substantial inventory buffer; these products are not exposed to DRAM market volatility.

“AI is becoming normal technology. Our role is to make it practical, affordable and local.”

Our people

We continue to make disciplined investments in our sales and business development capacity, building a commercial organisation that can identify and win OEM opportunities at scale. We are strengthening our engineering, finance, legal and communications functions, while leveraging automation to drive operational efficiency, manage costs and support sustainable long-term growth. At the end of 2025, the permanent headcount was 140 employees (end December 2024: 132 employees) with 51% (end December 2024: 48%) in engineering roles.

After seven years with Raspberry Pi, Richard Boult, our CFO, announced in October that he would be stepping down from his role before the end of 2026. Richard has been instrumental in maturing the finance function at Raspberry Pi and has made an invaluable contribution to the growth and development of the Company during a period of rapid change, and most significantly through the IPO process. I am deeply grateful for his friendship and leadership over the past half-decade. The succession process is well-advanced, with strong candidates identified, and we expect to confirm an appointment in the second half, ensuring an orderly and seamless transition.

Post the year end we were pleased that Tim Mamtora joined as Chief Operating Officer. Formerly CTO at Imagination Technologies, he will oversee engineering operations, IT, cybersecurity, facilities, warehousing and general administration.

Roadmap

Raspberry Pi continues to execute its development roadmap as planned. Major platform releases typically arrive every four to five years, and as we enter the middle period of the fifth generation, we are allocating more resource to the design of the next platform. When it arrives, Raspberry Pi 6 will embody the same philosophy that has guided every generation before it: significant improvements in performance, efficiency and usability, and an emphasis on continuity in the software stack. This approach lowers execution risk and ensures that every generation of Raspberry Pi hardware can be supported by a single codebase and single software team.

On the microcontroller front, we continue to evolve the RP2 architecture, exploring opportunities to scale performance, reduce cost and integrate additional functionality. A key lesson from our compute module business is that even small reductions in the engineering effort required to use our products drive radical increases in the rate of adoption; our semiconductor roadmap reflects this insight.

A decade and a half after shipping the first Raspberry Pi computer, we have built a cost‑effective, high‑performance general-purpose computing platform for professional engineers and innovators everywhere. We continue to learn from our customers, and to build the products, and the organisational capabilities, that will underpin our future success.

Outlook

We left 2025 with strong momentum in our core electronic products business – the second half was stronger than the first, and within that the fourth quarter stronger than the third – and have seen this momentum continue into 2026. Despite price increases associated with the increase in DRAM costs, we continue to see robust demand from our OEM and enthusiast customer bases. While the DRAM environment limits second-half visibility, we have the inventory position, supplier relationships and pricing flexibility to navigate it effectively. We remain confident in our ability to execute and view the current market environment primarily as an opportunity rather than a threat.

It remains an immense privilege to lead Raspberry Pi and to work with such extraordinary colleagues, partners and investors. Together we are building the infrastructure for a more connected, intelligent and sustainable world and we are only at the very beginning of the Raspberry Pi journey.

Dr Eben Upton CBE FREng
Chief Executive Officer and Founder
30 March 2026

SECO partnership momentum

In August 2024, Raspberry Pi announced a partnership with Italian embedded technology specialist SECO to deliver an innovative Human Machine Interface (“HMI”) platform built on Raspberry Pi technology. The collaboration developed the Pi Vision 10.1 CM5 Professional Touch Display Platform for commercial deployment. Powered by Raspberry Pi Compute Module 5, the platform features a quad-core Cortex-A76 processor and a 10.1-inch capacitive touch display with 1280 × 800 resolution. SECO’s Clea OS adds enterprise-grade security, device management, and scalability. Target markets include smart buildings, retail kiosks, vending machines, smart appliances and industrial control systems. Just over a year later, Pi Vision entered production, and with SECO’s global distribution partnership with DigiKey, volumes are expected to ramp up significantly over the next 18 months.

CEO’s statement continued 11 Raspberry Pi Holdings plc Annual Report and Accounts 2025

Large-scale OEM customers	Mid-sized OEM clients	Smaller OEMs and start-ups	Enthusiasts and education
Our largest and most strategic partners receive comprehensive support for design, prototyping and mass production, including access to technical and application engineering resources.	Typical annual volumes for these customers exceed 50,000 units, and collaborative demand forecasting ensures consistent supply.

How we reach our customers:

• Served directly by dedicated Raspberry Pi account teams, supplemented by major reseller partners for specialised logistics requirements.
• Where required, custom design capabilities are available, enabling deep, long-term partnerships in which Raspberry Pi technology is embedded into customer product roadmaps as the critical computing element.

Priorities for 2026:

• Supporting existing OEM customers in upgrading their products, expanding their TAMs and growing their volumes.
• Meeting and educating senior decision makers at large OEMs as they consider the challenges of new product introductions and scarcity of engineering talent.

For these customers, we create strong three-way partnerships between the customer, reseller and Raspberry Pi, with a clear pathway for high‑growth organisations to transition to direct OEM engagement.### How we reach our customers:
* Mid-sized customers are supported by our business development team, working alongside our account management function.
* These clients access our industrial reseller network, supplemented where needed by direct Raspberry Pi account manager support.

Priorities for 2026:

• Grow our presence at events and shows to support existing customer relationships and develop new ones.
• Continue to invest in our website, documentation and applications support to ensure embedding Raspberry Pi is as frictionless as possible.

This segment builds a wide array of end market devices with an emphasis on rapid time to market. Many represent high-growth potential, with the capability to scale into significant disruptors within their industries.

How we reach our customers:

• Served through our network of local industrial resellers and global distributors, supported by our account managers and with selective input from our business development team.
• These customers also benefit from extensive online documentation and our active community.

Priorities for 2026:

• Continue to invest in our products and accessories to meet customer needs.
• Increase investment in our website and documentation collateral.
• Grow our online marketing presence to foster awareness of the advantages of our products to innovators and fast-growing businesses.

The global maker, enthusiast and education community is around 25% of our revenue and is a critical and loyal segment seeding long-term industrial adoption, developing future design engineers and creating a passionate base of product advocates.

How we reach our customers:

• We reach this audience through a dedicated communications team of ten specialists, supported by local resellers and distributors.
• Engagement is fuelled by a worldwide network of more than 1,400 community leaders and over 200 local events each year.
• We maintain a visible presence at major maker events including the US, Germany, Italy, China and Japan, and we actively support regional initiatives such as IoT workshops in developing markets, including Nairobi and Lagos.

Priorities for 2026:

• Continue investing in our platform and accessory roadmap to ensure we support as many engineering efforts as possible.
• Invest in our website and marketing presence to further increase the awareness and applicability of our products to innovators and fast growing companies.

Metric	Detail
Active Board to Board project discussions	11
Trade shows attended	15
Accessories launched in 2025	7
% of our revenue	25%

Go-to-market

12 Raspberry Pi Holdings plc Annual Report and Accounts 2025

We have a long-standing and successful go-to-market model, built originally through licensee partners to reach schools, colleges and enthusiasts around the world and today growing to engage with and support some of the world’s largest industrial OEMs.

Expanding global footprint

Investing in our teams and global presence

Today, we have a team of specialists across 5 locations, supporting 113 resellers and hundreds of direct industrial relationships. Over the past year, we have significantly expanded our participation in key global trade shows. Collectively, these events attract more than 500,000 highly engaged engineers, providing an exceptional platform for direct engagement, relationship building and early‑stage opportunity development.

Our increased investment in our team and trade show presence is already delivering commercial benefit, reflected in a robust pipeline of high‑probability design opportunities across a wide range of end market applications and potential initial volumes. This growing pipeline not only supports our medium-term revenue ambitions, but also strengthens our forward visibility, reinforcing confidence in our continued expansion across industrial markets.

Future focus

Looking ahead, we will continue to refine and strengthen our global reseller network, prioritising partners that provide the greatest reach, technical capability and sector specialism in industrial markets. In parallel, we intend to expand our in-house team in a disciplined and targeted manner, supporting both new customer acquisition and the long-term success of existing industrial deployments. This balanced approach ensures we scale effectively while maintaining the high-quality support and engagement our customers expect.

Metric	Detail
Revenues outside of the UK	95%
Locations	5
Resellers	113 (2024: 117)
Trade shows attended in 2025	15

Go-to-market continued 13 Raspberry Pi Holdings plc Annual Report and Accounts 2025

Joint event: Maker Faire, Maker Faire, Electronica, India IAS (CIIF)

Above: As part of our global promotional efforts, we engage with engineers and OEMs at industry trade shows around the world.

Exhibited:
* Maker Faire
* DEFCON
* Automate
* DroneX
* Hardware Pioneers
* GITEX
* Embedded World
* IoT Workshops
* IoT Workshops
* IoT Workshops
* Maker Faire

Q&A with Roger Thornton, Director of Applications Engineering

What is your role at Raspberry Pi?
I joined Raspberry Pi ten years ago, and today oversee support and engagements with existing and new customers looking at designing Raspberry Pi into their future product roadmaps. The applications engineering team reports to the CTO and provides technical support services both internally and externally. Externally, we support customers throughout the product lifecycle, from advising on product selection and prototype debugging to assisting with manufacturing and go-to-market activities, including regulatory compliance testing.

How do you and the engineering team balance R&D with customer commercial interaction?
We help customers take what Raspberry Pi is incredibly good at, designing robust, low-cost, high-performance general-purpose computers, and implement it into their specific application.

What are the key challenges when talking to large potential industrial customers?
First, they must ensure strong hardware and software security, which we support through secure-boot processes and signed operating system images. Second, they need to comply with rapidly evolving cybersecurity standards; we provide deep expertise, guidance and templates to help them meet these requirements. Third, manufacturing location is increasingly important, and our customers value that all Raspberry Pi computers are designed in Cambridge and manufactured at the Sony Wales factory. Finally, customers require long-term product support, and our commitment to extended lifecycles gives them confidence in the stability and security of their deployments.

Industrial customer priorities and challenges 14 Raspberry Pi Holdings plc Annual Report and Accounts 2025

OEM engagement and brand strength

To support the growth in the breadth and depth of direct customer relationships, the applications engineering team has been engaging with key OEM decision makers.

OEM priorities – future-proofing the next generation of products
* Continuity between prototyping and production
* Access to advanced technology
* Reduction in fixed cost of development
* Regulatory compliance and market access
* Maintaining and growing market share
* Confidence in supply chain
* Time to market
* Customer product roadmap
* Smaller form factor
* Lower price point
* Connectivity
* Security
* R&D “air-pocket”
* Customer design challenge of recruiting and retaining electronics and software engineers

Why Raspberry Pi
* Reliability, availability and support
* Stable, secure software stack
* Price/performance ratio
* Ease of use and streamlined development flow
* Extensive documentation
* Design and support programmes
* Designed and manufactured in the UK

“Raspberry Pi’s strength in industrial and embedded markets is its brand: instantly recognisable and trusted from university graduate to Chief Technology Officer, making it the default, stable platform from prototype all the way into mass production.”
— Roger Thornton, Director of Applications Engineering

How quickly can the team turn around a design for a new potential customer?
We can help with proof of concept in a matter of days from a meeting with customers, as there is such a rich set of products already based on Raspberry Pi or projects we can pull from to demonstrate a feature set.

How has it helped being a public company?
Becoming publicly listed has helped address one of the key barriers we face when engaging with larger companies: the perception of the brand as a hobbyist product in the industrial markets. Being public also brings greater accountability to grow and meet customer needs. The spotlight is on us, which serves as a useful motivator.

How large is the embedded opportunity?
Embedded computing already powers a huge number of objects, and it is only going to increase. We’re working with companies that already embed computing and are looking to move from incumbent suppliers or their own in-house designs to more cost-effective, high-performance alternatives. We’re also helping new companies address opportunities that haven’t existed before, thanks to the performance and ease of use of our products.

What is the Board to Board initiative?
Given the enormous success of the Raspberry Pi computing brand, we know that engineers around the world use our computers across nearly every technology sector. Our Board to Board initiative, spearheaded by Ian Newton, Head of Business Development and Strategy, plays a key role in connecting with the executive and board levels of companies. Through these engagements, we are able to demonstrate that where Raspberry Pi is typically used in the prototype stage, it can also be successfully deployed at production scale. The level of interest and the scale of these conversations continue to be very encouraging although we recognise these companies want to get it right and that takes time.

What are the new emerging end markets which excite you over the next three years?
Given our strong story across security for end applications, I’m pleased to see this open up markets that need this, like retail and infrastructure.It’s also exciting to see the product range from Raspberry Pi likely grow into new form factors to address end markets we’ve already seen success in. The form factors range from industrial compute all the way to airborne platforms that need compute. How do semiconductors fit into discussions with OEMs? Customers are coming to us with their value proposition that needs some level of computing to produce what they need as a business. With the exciting growth of our semiconductor business, we’re now able to address a wide spread of computing needs, from simple (microcontroller) all the way to Edge AI imaging (CM5 + AI HAT + cameras). It’s also a complementary business; often a customer needs both microcontroller and microprocessor computing and we can supply them Raspberry Pi options for all. Have tariffs had much impact on the business? Being UK based for design and manufacture, we’re less affected by tariffs than traditional manufacturing locations. This is becoming an increasingly powerful tool; competitors which are traditionally more expensive than us, without tariffs, are having an exponential increase when you compare landed cost to Raspberry Pi options. The US grew very strongly in 2025. What role does sustainability play when talking to customers? Industrial manufacturers, when making design decisions, focus on sustainability and energy efficiency to reduce long-term operating costs and environmental impact. Key issues include low power consumption and the ability to run on renewable or limited power systems. They also value product longevity and long-term support, to minimise waste alongside responsible supply chains. These principles have guided our roadmap for over a decade and continue to drive improvement. How do you find your next wave of engineers? Finding great engineers is challenging but we are having growing success with our intern-to-hire approach, which is bringing in talent from varied backgrounds early. These hires offer fresh perspectives and often unique problem-solving styles.

Industrial customer priorities and challenges 15

Raspberry Pi Holdings plc Annual Report and Accounts 2025

Raspberry Pi use case: Industrial automation 16

Raspberry Pi Holdings plc Annual Report and Accounts 2025

Making production smarter

Raspberry Pi products are increasingly deployed across a wide range of industrial automation systems, supporting real-time monitoring, data acquisition, and process control. Their flexibility and low power consumption enables seamless integration with sensors, control systems and analytics platforms, improving operational efficiency, predictive maintenance, safety compliance and remote oversight of critical processes. Use cases today range from smart lighting, digital displays, CCTV, alarms and weather stations through to flow-control monitoring, actuators and increasingly robotics.

Unrivalled brand recognition

Over 12 years of producing high-performance, low-cost computers has established a strong reputation for value and quality. With millions of engaged community members and widespread industrial and embedded adoption, we have become the gold standard for Linux-based embedded computing.

OEM customer base

Our enthusiast community has driven professional adoption, with the industrial and embedded market accounting for over 75% of unit sales. We support over 1,000 OEMs with engineering assistance, documentation and partnership programmes that facilitate product development and regulatory compliance.

Seasoned, founder-led team

An exceptional management team with significant sector and public markets experience, led by Founder‑CEO Dr Eben Upton, fosters an innovative and passionate culture within the business, while our Board brings significant public market expertise to guide our continued evolution.

Product enabler

Our end-to-end model delivers high‑performance, low-cost products with exceptional functionality. Our unique form factor, price/performance, long-term availability guarantees and design support programmes combine to create a compelling customer value proposition. As major OEMs grapple with their own R&D “air-pocket” they are engaging with us to collaborate on designs for future market disruptive products.

Flexible channel model

Our hybrid model combines direct sales through 100+ Approved Resellers and, increasingly, to OEMs, with a licensee channel handling manufacturing and distribution of certain products. This strategic approach optimises profit margins, manages working capital and ensures global market access across 80 countries.

Integrated software platform

Our platform comprises firmware, Linux kernel and Raspberry Pi OS, and aims to be the preferred choice for OEMs seeking a base platform for IoT development. Continued support for the earliest generations of Raspberry Pi hardware builds trust with developers.

Business model 17

Raspberry Pi Holdings plc Annual Report and Accounts 2025

Key competitive strengths

Value chain and R&D capability

Our R&D capabilities span the full value chain from semiconductor IP development through to finished electronic products and software engineering. This vertically integrated approach is distinctive within our industry and allows us to control critical technologies, optimise performance and deliver highly cost-effective solutions. While we control many aspects of design and IP, including the testing of many of our products, our long-standing relationship with our outsourced manufacturing partners reduces our capital requirements, improves scalability and lets electronics designers focus on innovation. We maintain strategic relationships with world-class partners, including Broadcom and Arm, leveraging their complementary strengths in semiconductor development, advanced chip design, radio-frequency systems and power engineering. Our in-house semiconductor IP underpins three key products: RP2040, RP2350 and RP1. These devices power our own platforms, such as the Raspberry Pi Pico family and Raspberry Pi 5, as well as third-party products, reflecting our position as both a platform and semiconductor provider.

UK manufacturing

Sony is a vital scalable partner for Raspberry Pi, converting Cambridge-designed products into global volumes through a 14-year partnership. Manufacturing takes place at Sony’s Pencoed UK Centre, where production of SBCs, compute modules, and accessories occupies half the floor space, alongside Raspberry Pi owned test facilities in France. Onshore manufacturing and testing enables rapid iteration and cost optimisation, while joint investment in automation delivers low factory-gate prices despite a high-labour cost economy.

Business model continued 18

Raspberry Pi Holdings plc Annual Report and Accounts 2025

• Semiconductor IP development
• Chip design
• Chip manufacturing
• Board design
• Industrial design
• Board manufacturing
• Testing and compliance
• Software development
• Customer engagement
• Integrated platform strategy

Commercial model

In the year, revenue from SBCs, compute modules, accessories and related components represented approximately 99% of total revenue. Our flexible hybrid distribution model combines:
* sales through a global network of more than 113 Approved Resellers and direct relationships with hundreds of OEMs; and
* licensing of product designs to our partner Premier Farnell, which manufactures independently and pays per-unit royalties.

This approach allows efficient management of gross margins and working capital. On average, gross profit per unit from a sale through a reseller is approximately double the per-unit royalty received on a licensee-manufactured unit, while direct sales enable us to retain the full distribution margin.

Revenue model

Channel	Description
Royalty	Based on a $50 SBC ASP. Higher ASP but lower GP than direct equivalent
Approved Resellers	Majority of sales, lower margin than direct to OEM
Direct	c.20% of sales, mostly sold at RRP

1 Approximate gross profit.

Operating model and cost structure

With the exception of silicon and electronics manufacturing, which is fully outsourced, and the design of SBCs and compute modules, which is fully in house, we make strategic decisions on insourcing versus collaboration across the value chain. This flexibility enables us to design components that work efficiently together, diversify supply and mitigate dependency on any single supplier. Our cost base comprises three main elements:
* people: approximately 140 employees, c.51% of whom are engineers, with a substantial portion of engineering costs capitalised;
* manufacturing: conducted through our long‑standing partner Sony in Wales; and
* components: including key silicon and memory used in our boards.

We maintain strong control over our bill of materials through strategic inventory management, rapid supplier qualification and the ability to implement engineering changes quickly. These capabilities have enabled us to manage supply chain volatility effectively in recent years and provide resilience in future market cycles. We retain flexibility to adjust pricing when appropriate, while remaining committed to protecting and enhancing the Raspberry Pi brand. This disciplined approach was reflected in the selective price increases introduced in the second half of 2025, ensuring continued investment in product innovation and supply resilience while maintaining our value-led market position.

Return on investment

The Company continually seeks to optimise products and processes across the entire supply chain, from IP design through to maximising output of finished computer boards and semiconductors. Over the past two years, investment in our owned testing equipment in France has delivered a c.3% improvement in chip production yield.With annual fabrication volumes of approximately 15 million chips, across RP1 processors used in our boards and RP2040 and RP2350 microcontroller products, this £1 million (c.$1.3 million) investment has significantly reduced failed units and is now generating annual cost savings in excess of £2 million (c.$2.6 million).

Business model continued 19 Raspberry Pi Holdings plc Annual Report and Accounts 2025

$5 $10 $15

Case study: Sixfab

20 Raspberry Pi Holdings plc Annual Report and Accounts 2025

From prototype to production with reliable connectivity, documentation and production-ready hardware design

Founded in 2016, Sixfab began with a simple mission to make wireless connectivity easy for engineers and product teams. The company started with cellular and IoT add-ons designed to accelerate prototyping and quickly evolved as customers transitioned from proof-of-concept projects to full-scale, real-world deployments.

Today, Sixfab delivers production-ready edge systems built around Raspberry Pi Compute Modules, helping teams move from prototype to production faster through reliable connectivity, comprehensive documentation and production-grade hardware design.

Sixfab primarily operates through a direct-to-customer go-to-market strategy, serving start-ups and SMBs as well as enterprise OEMs. More recently, the company has expanded into Edge AI, enabling practical on-device inference for vision analytics via AI HATs and integrated edge computers. These solutions support industrial use cases such as remote monitoring and Edge AI analytics, bringing intelligence closer to where data is generated.

With headquarters in Texas, operations in Berlin and in-house manufacturing in Turkey, Sixfab provides a full-stack edge infrastructure platform, combining hardware, LTE/5G connectivity, Edge AI acceleration and device fleet management. For their customers this single-partner approach reduces risk and time to market. To date, Sixfab has supported over 14,000 customers and deployed more than 110,000 devices worldwide, recently winning the Best of Innovation award at CES 2026.

Production-grade edge systems

Responding to our stakeholder needs

The Board recognises that the long-term success of the Group depends on the strength of its relationships with stakeholders. The Board listens closely to stakeholders and uses their feedback to guide decisions. A primary responsibility of the Directors is to balance competing interests, assessing how specific outcomes might influence the Group’s future performance and stability. The Board continuously adapts its approach to meet changing expectations and the long-term needs of the business.

The Board considers the Group’s key stakeholders to be:
* Employees
* User community
* Approved Resellers and licensee
* OEM customers
* Suppliers and contract manufacturers
* Investors

In the next section we outline what matters most to each stakeholder group, how we engage with them, and key decisions made and outcomes in 2025 in response to our engagement.

“As we scale, our focus remains on creating sustainable value that extends beyond the balance sheet. By listening closely to our stakeholders and weighing their diverse perspectives, we ensure that every strategic decision not only drives growth but also reinforces the trust and integrity that define our Group.”

Dr Eben Upton CBE FREng
Chief Executive Officer and Founder

Section 172 21 Raspberry Pi Holdings plc Annual Report and Accounts 2025

Section 172(1) statement

Pursuant to section 172(1) of the Companies Act, the Directors act in good faith to promote the long-term success of the Group for the collective benefit of its members. In fulfilling this duty, the Board maintains a holistic regard for:

• Long-term strategy: The likely, long-term consequences of any Board-level decision.
• Our people: The wellbeing and interests of the Group’s workforce.
• External partnerships: The need to nurture productive relationships with suppliers, customers and other partners.
• Societal and environmental footprint: The influence of the Group’s operations on the local community and the broader environment.
• Ethical standards: The importance of upholding a reputation for excellence in business conduct.
• Equitable treatment: The requirement to act fairly between all members.

The following report details how the Directors of Raspberry Pi have integrated these factors into their governance, serving as our formal statement under the Companies Act 2006.

Employees

What matters to them
Our engineering team is weighted towards senior talent who value stimulating work and a low-frustration environment. More junior employees, in contrast, value clear progression paths within our growing organisation. Our mission-driven ethos, strong innovation culture and the opportunity to work with cutting-edge technologies remain powerful drivers of recruitment and retention.

How we engage
Our flat management structure cultivates an entrepreneurial workplace where individual contributions are recognised. We provide competitive pay, benefits and incentives, and support professional development with financial contributions towards role-relevant tuition. With most staff based in Cambridge, the Directors maintain regular contact with employees. We host bi-weekly lunches, to which all staff and Directors are invited, providing an opportunity to discuss ongoing projects, raise opportunities and challenges, and highlight concerns. We distribute a weekly all-staff email and maintain comprehensive policies, including a whistleblowing policy, which employees must acknowledge.

Outcomes in 2025
Employees benefited in 2025 from a range of initiatives that support wellbeing, engagement and Company culture. These include bi-monthly Company lunches that promote collaboration, as well as twice-yearly team-building activities. Employees also have access to an onsite gym, weekly yoga classes, and free EV charging to support sustainability goals. The generous holiday policy offers valuable flexibility, particularly for family and caring responsibilities. Engagement and recognition are further supported through bi-annual CEO updates, a weekly Company newsletter, and regular social events celebrating achievements and key milestones.

At the end of December 2025 84% of employees had share ownership.
+6% new staff in 2025
140 total number of employees (2024: 132)

User community

What matters to them
Our community members are our most powerful advocates. Enthusiasts, makers and educators are motivated by innovation, in the form of regular product releases. They seek meaningful engagement with our organisation, and greatly value belonging to a global movement of like-minded creators. Many community members are professional engineers who bring our technology into their workplaces, creating a bridge between the enthusiast and embedded worlds.

How we engage
We devote considerable effort to creating content for our community across our weekly newsletter, website, forums and social media. Our engineering team participates in community discussions, providing technical insights and gathering feedback. We maintain an open-source approach to software development, encouraging community contributions. We collaborate with select content creators for product launches while maintaining editorial independence – never paying for coverage. We also support community-organised events that extend our reach.

Outcomes in 2025
Customer engagement at Raspberry Pi was supported through product launches, regular website blogs, active forums, social media channels, a monthly print and digital magazine, and attendance at maker events. By year end, the newsletter subscriber base reached 218,000, while total followers across owned social channels rose 4% to 1.87 million. Books from Raspberry Pi Press, covering Raspberry Pi hardware and related topics, sold 22 thousand print and digital copies. The independently maintained r/raspberry_pi subreddit remained at 3.2 million members. Engagement with business customers was further enhanced through increased attendance at trade shows and the expansion of technical documentation and white papers.

1.9 million online followers (2024: 1.8 million)
3.2 million members of the r/raspberry_pi subreddit

Approved Resellers and licensee

What matters to them
Our global distribution network, comprised of over 100 Approved Resellers and our licensee Premier Farnell, reaches customers in 80 countries. These channel partners value product availability, an attractive margin structure and clear guidance on pricing. They seek timely access to new product information, marketing assets and technical training to effectively represent our brand.

How we engage
We offer simple and standardised commercial terms to all our Approved Resellers, and work to ensure that our products are available from stock. We specify the maximum price at which our partners may sell each product, and regulate the customer experience and their use of our brand. Each partner is assigned an account manager who is the designated point of contact for technical and commercial queries. We conduct due diligence on all potential partners to ensure our values are aligned and require that they adhere to our Code of Ethics and Supply Chain Code of Conduct, covering anti-bribery and corruption, modern slavery and export controls.

Outcomes in 2025
The number of Approved Resellers decreased in 2025 as we focused on optimising the network, managing risk and prioritising high-quality, long-term industrial opportunities. Selected partners were supported with clear product roadmaps, reliable long-term supply commitments, marketing materials, and advance notice of product launches and pricing changes in the second half of the year. Engagement was further strengthened through increased joint participation in trade shows and industry events, as well as an annual partner event held in Windsor, UK.113 total Approved Reseller partners worldwide (2024: 117) Stakeholder engagement 22 Raspberry Pi Holdings plc Annual Report and Accounts 2025

OEM customers

What matters to them

Our OEM customers generally prioritise cost, subject to a product meeting their goals for functionality, performance and reliability. They value our long‑term availability and support commitments – extending beyond 2040 for certain products – our stable, secure software stack, and our third-party software and hardware ecosystem. OEMs which lack expertise in electronic engineering benefit from the availability of application engineering services, and from design support programmes, including the Integrator Programme for regulatory compliance and the Approved Design Partner network.

How we engage

We maintain both direct and channel-mediated relationships with OEMs across multiple sectors and scales – from global corporations to innovative start-ups. We have expanded our presence at key industry exhibitions including Embedded World (in both Germany and China) and GITEX Africa to showcase our capabilities. Our IPO has increased our visibility, resulting in opportunities for high-quality direct interaction with potential OEM partners. We provide technical collateral, dedicated engineering support, and access to our Product Information Portal for compliance documentation and engineering change management.

Outcomes in 2025

There were 19 OEMs generating over $250,000 in direct revenue in 2025 (2024: 18). These customers account for +90% of sales revenue. Based on our promising pipeline of embedded opportunities, we anticipate growth in both the number of significant direct OEM relationships and average order value. Central to this confidence is the challenge for major OEMs in delivering on their roadmaps, based on launching products with lower footprint, lower cost and greater connectivity, while balancing their own limited in-house engineering resource.

• 1,000+ OEM customers
• 19 direct-to-OEM customers with a minimum of $250,000 SBC and compute module spend each year (2024: 18)

Suppliers and contract manufacturers

What matters to them

Our suppliers value long-term demand visibility, predictable order flow and transparent communication. They seek sustainable relationships to allow them to confidently invest in equipment and personnel. Early access to our development process helps them to optimise manufacturing and manage their own planning. They value fair commercial terms, respect for IP and quality standards, and our willingness to co-invest in the non-recurring costs of developing new products.

How we engage

We maintain strategic partnerships with our key suppliers through regular executive meetings and planning sessions. Our procurement team conducts supplier reviews to align on forecasts, cost and quality metrics, progress against our ESG goals, and other continuous improvement initiatives. We share rolling forecasts and product roadmaps under confidentiality agreements. Critical suppliers are invited to attend our annual Partner Event for in-person discussions.

Outcomes in 2025

During the year we continued to work closely with our supply chain partners to ensure continuity of supply and build further resilience throughout our supplier base. We have worked on enhancing our data intelligence across both our suppliers and manufacturing partners and post the year end appointed a COO who will focus on enhanced business information driving efficiencies. We continue to improve our inventory management practices, and to prioritise long-term supply of critical logic and memory components with the aim of mitigating market volatility and ensuring manufacturing continuity.

• 33 key suppliers (2024: 31)
• 3 contract manufacturers in 2025 and 2024

Investors

What matters to them

Our investors value transparent communication about our strategic direction and financial performance. The Raspberry Pi Foundation, our Principal Shareholder, brings a distinctive charitable focus, which we address through our Low-Cost Computing Commitment. We maintain significant commercial relationships with two key shareholders – Arm and Sony – whose interests are closely aligned with ours. All shareholders anticipate sustainable share price growth while understanding our current strategy of reinvesting profits to fuel expansion. We value open dialogue and actively seek feedback to strengthen our governance practices and address investor concerns.

How we engage

We are enhancing our investor relations approach with expert guidance. Beyond mandatory disclosures, we are implementing a structured engagement calendar aligned with our financial reporting cycle, featuring group presentations, individual meetings and digital communications. Our IR advisers (Alma) and our brokers (Peel Hunt and Jefferies) provide comprehensive feedback following investor interactions. We are also progressively expanding our investor relations website with additional resources and information.

Outcomes in 2025

Throughout the year, we focused on clear, consistent investor communication through our Annual Report, investor presentations, one-to-one meetings and group sessions. We enhanced our investor website with new content explaining our market position, growth strategy and investment case. Presentations were updated to reflect our evolving go-to-market approach, supported by case studies that bring our work to life. Alongside engaging existing shareholders, we expanded outreach to new investors both virtually and in person. We also presented at several conferences, broadening awareness and strengthening relationships across the investor community.

• 7%* total shareholder return since IPO
• 16% UK retail investor share ownership
• * As at 31 December 2025.

Stakeholder engagement continued 23 Raspberry Pi Holdings plc Annual Report and Accounts 2025

Case study: ProGlove

Meeting the complex connectivity demands of industrial infrastructure

Built on Raspberry Pi Zero 2 W, ProGlove developed Gateway Plus to deliver a cost-effective, reliable connectivity solution for warehouse and industrial environments. ProGlove creates wearable barcode scanners and workforce intelligence software that connect frontline workers, machines, and processes to improve productivity and accuracy across logistics and manufacturing.

The company needed a gateway capable of integrating with diverse, often legacy customer infrastructure while meeting strict requirements for security, reliability and cost. Gateway Plus marked a major step forward from the first generation, offering faster performance, long-term availability and a clear roadmap for future features. Using Raspberry Pi OS ensured backward compatibility, minimising disruption to development workflows while providing affordability, stability and long-term support. The flexible platform also enabled significant enhancements across ProGlove’s ecosystem, including AI, analytics and hands-free interaction. Raspberry Pi Zero 2 W has helped expand the reach and economics of ProGlove’s platform by increasing connectivity options and reducing the number of gateways required per deployment. Gateway Plus has received strong customer feedback and is now deployed across hundreds of sites worldwide, including major e-commerce and automotive organisations.

Reliable connectivity solution for warehouse and industrial environments

Richard Boult Chief Financial Officer “As channel inventories cleared and demand returned, unit sales strengthened through the year, lifting gross profit by 23% and driving a 25% increase in adjusted EBITDA.”

Financial review

2025 was a year of good progress as the excess inventory purchased by sales channel partners in 2024 cleared and demand returned to expected levels. Unit sales continued to improve through 2025, accelerating in the second half, with H2 2025 board unit volumes increasing 11%. The growth has been in higher-margin boards leading to an 18% increase in profit per board and a 23% increase in the gross profit. Costs grew at a similar rate to gross profit resulting in a 25% increase in adjusted EBITDA and a 35% increase in adjusted operating profit.

Through the period we continued to invest in product development, with capital expenditure of $18.2 million consistent with our plans and guidance. This investment will ensure a continued programme of new products and semiconductors. At the same time we have maintained close control of our finished good inventory while deploying capital to ensure that our stocks of memory and processor components were sustained to ensure resilience in the face of anticipated supply chain disruption. As part of that resilience we have continued to focus on our cash resources. We reinforced our position in early 2025 by increasing our RCF to $80 million and extending its term to 2029. At the end of 2025 we had $28.1 million of cash and no debt.

$ million	2025	2024	% change
Revenue	323.2	259.5	25%
Gross profit	77.8	63.2	23%
Gross margin (%)	24.1%	24.4%	-0.3ppt
Other income	0.3	—	100%
Adjusted R&D costs	(11.2)	(8.7)	(29%)
Adjusted administration costs	(20.5)	(17.3)	(18%)
Adjusted EBITDA	46.4	37.2	25%
Depreciation and amortisation	(10.5)	(10.7)	2%
Adjusted operating profit	35.9	26.5	35%
Employee share schemes	(7.9)	(6.0)	(32%)
Non-recurring costs	—	(2.9)	(100%)
Statutory operating profit	28.0	17.6	59%

Sequential performance

	2024		2025
	H1	H2	H1	H2
Direct units (m)	2.4	2.5	2.7	3.1
Royalty unit (m)	1.3	0.8	0.9	0.9
Total units (m)	3.7	3.3	3.6	4.0
Microcontroller units (m)	2.2	3.5	4.5	3.9
ASP ($)	46.9	39.2	46.4	47.0
Gross profit per board ($)	8.3	6.4	8.0	9.5
Accessory profit per board ($)	1.1	1.3	1.1	1.7
Gross profit ($m)	34.2	29.0	33.2	44.6
Adjusted EBITDA ($m)	20.9	16.3	19.4	27.0

Financial review 25 Raspberry Pi Holdings plc Annual Report and Accounts 2025

Basis of preparation of the financial statements

These consolidated financial statements are the second Annual Report forRaspberry Pi Holdings plc, the Group formed in May 2024. The comparator period for these statements (“2024”) has been prepared as if the Group had been in place for the entirety of the 2024 financial year. For further information see Note 2 of the consolidated financial statements.

Unit sales of SBCs and compute modules and microcontrollers Total board sales volumes increased by 9% compared to 2024 with growth in sales through the direct channel more than offsetting the decline in royalty sales.

Million units	2025	2024	% change
Unit sales in direct channel	5.8	4.9	18%
Unit sales through licensees	1.8	2.1	(14%)
Total unit sales	7.6	7.0	9%
Direct sales share of total	76%	70%	+6ppt
Licensee share of total	24%	30%	-6ppt
Microcontroller units	8.4	5.7	47%

Unit sales for the year improved across almost all product variants with particularly strong underlying growth in Raspberry Pi 3 and Raspberry Pi 4. There was underlying growth in Raspberry Pi 5 and growth enhanced overall by a full year of sales in 2025 of the 2GB and 16GB variants, launched during 2024, and the launch at the end of 2025 of Raspberry Pi 5 1GB. Unit sales of compute modules were flat compared to 2024 which had a particularly strong Q1 as the last back orders of the 2023 supply chain shortage were fulfilled. Sales of Pico and Pi Zero were flat in total.

Royalty sales of Raspberry Pi 5 by our licensee, Premier Farnell, were lower year on year after a strong Q1 2024 when unit sales benefited from the recent launch of the Raspberry Pi 5. Sales of Raspberry Pi 4 increased substantially, in line with the increases in the direct sales channel.

Direct unit sales continued to grow sequentially each half from the start of 2024 as the excess inventory accumulated in channel in H1 2024 was utilised. Direct sales in H2 2025 were 15% up on H1 2025, with circa 33% growth in compute module and Raspberry Pi 4 sales, 32% growth of Raspberry Pi Zero 2 and flat sales of Raspberry Pi Pico, Raspberry Pi 5 and Raspberry Pi 3. For the year, direct unit sales were 76% of total board unit sales in line with our expectations of a share of 70–80%.

Microcontroller unit sales, which include standalone product sales and those incorporated in other Raspberry Pi products such as Raspberry Pi Pico boards, increased by 47% to 8.4 million units (2024: 5.7 million units) aided by the new products RP2350 and Raspberry Pi Pico 2 and the continuing adoption of RP2040 including individual orders for over 100,000 units.

Revenue

Revenue increased by $63.7 million, or 25%, from $259.5 million for 2024 to $323.2 million for 2025. The split by revenue category was as follows:

$ million	2025	2024	% change
Products	247.0	181.2	36%
Components	60.2	61.2	(2%)
Royalties	15.0	15.9	(6%)
Publishing	1.0	1.2	(17%)
	323.2	259.5	25%

Product revenues are generated by supplying SBCs, compute modules, accessories and semiconductors directly to Approved Resellers and original equipment manufacturers (“OEMs”). Royalties are earned per unit on products that Premier Farnell has manufactured (Pi 5) or sold (Pi 4) by licensing our designs and trademarks. The increase in direct product sales largely relates to the 39% increase in sales of SBCs and compute modules combined with a 26% growth in the sale of accessories. Direct sales revenue grew substantially ahead of unit growth with ASP increasing 8%, furthermore unit growth was significant in the higher value Raspberry Pi 4 and Raspberry Pi 5 boards. Component sales represent the sale of principally memory and processor chips, used in the manufacture of Raspberry Pi products for our licensee which are then sold to end customers.

Average selling price (“ASP”) per board

ASP increased by $3.4 from $43.3 in 2024 to $46.7 in 2025 due to an increase in the mix of higher-priced Raspberry Pi 5 boards, especially those with 8GB of memory (launched in Q4 2023), and more compute module 5s.

Gross profit per board

$ per board	2025	2024	% change
SBCs and compute modules	8.7	7.4	18%
Board share of gross profit	85%	82%	+3ppt
Accessory margin per board	1.4	1.2	17%

SBC and compute module gross profit per board increased by 18% from $7.4 to $8.7 due to the planned $5 per unit reduction in the cost of the processor chip in the Raspberry Pi 5 for the initial 2 million processor chips and a shift in the mix of boards to higher-margin variants such as Raspberry Pi 4 and Raspberry Pi 5. In H2 2025 we have seen substantial and continuing increases in the cost of LPDDR4 memory used in our fourth and fifth-generation boards which represent approximately 65% of our unit sales in 2025. In making these boards we have utilised 24 million gigabytes of DRAM with an average of 4.9 GB per board, representing 21% of the cost of direct boards.

The gross profit of accessories increased by 28% to $10.9 million. Of the gross profit from accessories, cameras accounted for 19%, displays 15%, power supplies 20%, SSD and SD memory 10% and AI HATs 10%, with cables, cases and compute module accessories being the majority of the remainder. Growth was notable in cameras, memory, AI HATs and displays, while flat in cases, cables, mice and kits. Overall, the accessory profit per board improved to $1.4 per board, ahead of our target of $1 per board.

Gross profit

$ million	2025	2024	% change
SBCs and compute modules	66.3	51.7	28%
Accessories	10.9	8.5	28%
Microcontrollers, publishing and others	0.6	3.0	(80%)
Reported gross profit	77.8	63.2	23%

Gross profit increased by $14.6 million, or 23%, from $63.2 million in 2024 to $77.8 million in the current period due to higher unit sales and profit per board together with a strong performance from sale of accessories. The microcontroller results in 2024 benefited from a release of $3.0 million of provisions made for an excess quantity of inventory in 2023. Gross margin reduced to 24.1% (2024: 24.4%) as a result of the lower proportion of higher‑margin licensee revenues.

Adjusted research and development costs

Adjusted research and development expenses is a non-IFRS measure used by the Board and management to monitor the Group’s performance.

$ million	Year ended 31 December 2025	Year ended 31 December 2024
Research and development expenses	22.5	17.9
Amortisation (net of capitalised amortisation)	(6.8)	(6.3)
Employee share schemes	(4.5)	(2.9)
Adjusted research and development expenses	11.2	8.7

Adjusted research and development expenses increased 29% to $11.2 million for the year ended 31 December 2025 from $8.7 million in the prior year. This reflects higher investment a number of areas that do not meet our capitalisation requirements, including ongoing development of the software that runs on our boards and refinement of already launched products. The engineering cost of these items is therefore expensed.

Total research and development expenses rose by 26% to $22.5 million (2024: $17.9 million). This includes share‑based payments costs for engineering staff which are excluded from the adjusted measure as they are non-cash items and the charges are not comparable across periods due to fluctuations arising the listing process. Amortisation of launched product development costs, net of capitalised amounts, also increased to $6.8 million (2024: $6.3 million), reflecting a growing portfolio of product developments that are now in production.

Adjusted administrative costs

$ million	Year ended 31 December 2025	Year ended 31 December 2024
Administrative expenses	27.6	27.7
Depreciation (net of capitalised depreciation)	(3.7)	(4.4)
Employee share schemes	(3.4)	(3.1)
Non-recurring costs	—	(2.9)
Adjusted administrative expenses	20.5	17.3

Adjusted administrative expenses increased to $20.5 million for the year ended 31 December 2025 from $17.3 million in the prior year principally due to higher staff costs. The strong results for the year led to higher performance-related payments compared to 2024 and account for much of the adjusted expense increase. Of the remainder, there was an increase in staff costs primarily due to the scaling of the Senior Management Team and a full year of higher listed company-related costs. Total administrative expenses dropped by 0.4% to $27.6 million (2024: $27.7 million), due to the absence of non-recurring costs.

Depreciation and amortisation

$ million	Year ended 31 December 2025	Year ended 31 December 2024
Depreciation of PPE and leased assets (net of capitalised depreciation)	3.7	4.4
Amortisation (net of capitalised amortisation)	6.8	6.3
Depreciation and amortisation	10.5	10.7

Depreciation of PPE and leased assets decreased by 16% to $3.7 million in 2025 from $4.4 million in 2024. Amortisation of intangibles charged to the income statement increased by 8% to $6.8 million in 2025 from $6.3 million in 2024, with a full year’s amortisation of RP2350, launched in August 2024, offset by a reduced charge for semiconductor products after a review concluded that their useful lives should be increased to eight years. Total depreciation and amortisation decreased by 2% to $10.5 million in 2025 from $10.7 million in 2024.

Finance costs and finance income

Finance costs and income have stayed level year on year. Bank interest costs are unchanged year on year despite an increase in the facility from $40 million to $80 million due to a significant reduction in the margin charged. Included in finance costs is a charge of $1.3 million (2024: $1.2 million) being the unwinding of the imputed discount representing the time value of money on extended payables.

Share-based payments

A share-based payment charge of $8.7 million (2024: $4.7 million) was recorded in the year together with a credit of $0.8 million (2024: $1.3 million charge) in respect of changes in the provision for employment taxes payable on these schemes when they crystallise.The Group has three main schemes in operation:
• a market value option scheme awarded in June 2024 which is in respect of options over 11 million shares and runs until June 2027, with the fair value of those options being spread over the three-year life. This scheme was intended to retain and motivate staff in the transition from private to public ownership. The charge in 2025 was $5.2 million;
• a four-year RSU programme for staff, the first grant of which was made in 2025 with shares released evenly each quarter. The fair value (the market value of a share at date of award) of each quarter’s tranche is charged evenly over the period to its date of release. The income statement charge is therefore at its greatest in the first year and reduces in subsequent years. It is intended that the similar awards will be made for each financial year. The charge in 2025 was $2.8 million; and
• a three-year performance share scheme for the Senior Management Team based on a percentage of salary. The amount of award granted depends on achievement against EPS and TSR targets. The charge in 2025 was $0.6 million.

A provision for employment taxes for each of these schemes is required based on the intrinsic value of the awards granted. The intrinsic value moves with the share price of the Group. As the share price at the end of 2025 was lower than the price at the end of the last reporting date or at the time of grant the provision has reduced, leading to a credit of $0.8 million in the income statement.

Non-recurring costs

Costs of $2.9 million were charged to the income statement in 2024 in respect of fees and charges arising from the listing process which were incurred to prepare the business for operation after listing. There were no comparable costs in 2025 or other items identified as non-recurring.

Taxation

The total effective tax rate for 2025 was 18.1%, lower than the 25.0% rate due to the treatment, after receiving the appropriate patent, of RP2040 and Raspberry Pi 5 profits under the UK patent Box regime and the release of tax provisions made in respect of taxation in 2024 after the receipt of further confirmatory external advice.

Financial review continued 28 Raspberry Pi Holdings plc Annual Report and Accounts 2025

Adjusted EBITDA and adjusted operating profit

$ million	Year ended 31 December 2025	Year ended 31 December 2024
Operating profit	28.0	17.6
Amortisation and depreciation	10.5	10.7
EBITDA	38.5	28.3
Employee share schemes	7.9	6.0
Non-recurring costs	—	2.9
Adjusted EBITDA	46.4	37.2
Amortisation and depreciation	(10.5)	(10.7)
Adjusted operating profit	35.9	26.5

Adjusted EBITDA for the year ended 31 December 2024 was $46.4 million, up 25% on $37.2 million in the prior year, primarily due to a 23% increase in gross profit offset only in part by a 23% increase in costs. Adjusted operating profit increased to $35.9 million (2024: $26.5 million), reflecting the growth in adjusted EBITDA and the flat depreciation and amortisation charges.

Operating profit and profit after taxation for the period

Reported operating profit for the period was $28.0 million (2024: $17.6 million). The results for 2024 included $2.9 million of one-off charges in respect of the IPO and charges for share‑based payments that included the charges for the pre-IPO share-based payment scheme that ended in June 2024 and six months of costs in respect of post-IPO share schemes. Profit after taxation was $21.7 million (2024: $11.7 million), an increase of $10.0 million primarily reflecting the improvement in reported operating profit identified above.

Earnings per share

Basic earnings per share for the year ended 31 December 2025 was 11.22 cents, up from 6.48 cents in the prior year, reflecting a higher profit after tax of $21.7 million (2024: $11.7 million). Diluted earnings per share was 11.00 cents (2024: 6.20 cents), with the impact of unvested employee share options increasing the weighted average number of shares to 197.3 million. Adjusted basic earnings per share, which excludes the impact of non-recurring costs and share‑based payments net of tax, was 14.48 cents (2024: 10.69 cents) an increase of 35% in line with the increase in adjusted operating profit.

Dividends

No dividends have been proposed. The current medium-term expectation is that cash generated will be reinvested into the business.

Cash flows from operations

$ million	2025	2024
Adjusted EBITDA	46.4	37.2
Decrease/(increase) in inventories	11.2	(51.1)
(Increase)/decrease in trade and other receivables	(21.9)	3.5
(Decrease)/increase in trade and other payables	(34.9)	13.0
(Decrease)/increase in provisions	(0.2)	0.3
Non-recurring costs	—	(2.9)
Interest received	0.6	1.1
Tax credit received	9.4	—
Tax paid	(4.1)	(4.2)
Other non-cash movements	(0.3)	(0.1)
Net cash flows generated from/(used in) operating activities	6.2	(3.2)

Inventory

Inventory of finished goods decreased to $31.2 million (2024: $63.8 million) due to increasing demand for products and the adjustment of production to reflect the revised levels of demand. The inventory of boards is now at about one month of sales and is at probably at the lowest possible level. Component inventory has increased by $21.2 million with stock of memory held for future production being the principal cause of the increase. Stocks of processor chips have remained at similar levels to 2024. Taken with confirmed orders for delivery, the Group has sufficient supply of DRAM for the first half of 2026 across most memory variants and has sufficient memory to meet expected demand for almost the whole of 2026 in respect of Raspberry Pi 3, Raspberry Pi Zero and the 1GB and 2GB variants of Raspberry Pi 4, Raspberry Pi 5 and compute modules.

Financial review continued 29 Raspberry Pi Holdings plc Annual Report and Accounts 2025

Other working capital movements

Payables decreased compared to December 2024 as the payables with extended payment terms for memory and processor chip purchases were repaid. The extended payable balance at December 2024 was $52.2 million. The increase in receivables reflected the higher level of product sales in December compared to a year earlier together with a high level of component sales in the last month of 2025. Tax credit received comprises Research and Development Expenditure Credits received in 2025 in respect of the 2023 and 2024 financial years.

Investing activities – capital expenditure

$ million	2025	2024
Plant and equipment	1.5	1.2
Office and computer equipment	0.2	0.5
Leasehold improvements	0.1	0.5
Tangible fixed assets	1.8	2.2
Internally generated intangibles and intangibles in the course of development	20.6	26.6
Net other intangibles acquired	3.0	0.3
Intangible assets	23.6	26.9
Leases	(0.1)	—
Total capital additions	25.3	29.1
Non-cash additions	(7.1)	(6.0)
Total cash capital expenditure	18.2	23.1

Capital additions for the year to 31 December 2025 were $25.3 million (2024: $29.1 million), including expenditure on intangible assets of $23.6 million (2024: $26.9 million). This included work on new products and further semiconductor development for use in future boards. In addition to the external purchases the capital expenditure includes the capitalisation of engineering salaries of $6.8 million (2024: $8.1 million). Where development licences are purchased for use in new products, these are initially capitalised in intangibles and then amortised. The amortisation amounting to $6.8 million (2024: $6.0 million) and depreciation of $0.3 million (2024: $nil) as they relate to the development of a new product are then capitalised in a product development asset for that project. Of its nature, this amortisation and depreciation is non-cash and is shown as non-cash additions.

Cash and facilities

Cash at 31 December 2025 was $28.1 million (31 December 2024: $45.8 million). On 5 March 2025, a new Revolving Credit Facility with four banks on terms more suitable to a listed group and at substantially reduced pricing was entered into replacing the existing facility. Available funds were increased to $80 million (2024: $40 million) and with a term until 4 March 2029 (2024: 24 April 2027). The facility remains undrawn.

Related party transactions

Controlling Shareholder definition and related party transactions are disclosed in Notes 30 and 31 of the financial statements.

Post-balance sheet events

As set out in Note 32, the Group has revised its long-term supply agreement with Broadcom to increase the overall value of processor chips purchased and extend the period of the commitment to five years from the three years previously remaining.

Richard Boult
Chief Financial Officer
30 March 2026

Financial review continued 30 Raspberry Pi Holdings plc Annual Report and Accounts 2025

Summary of key performance indicators

The following KPIs are reviewed regularly by the Board and management to assess performance, identify trends and support strategic decisions.

Financial KPIs

Unit sales of Raspberry Pi single board computers and microcontrollers

Million units	2025	2024	% change
Unit sales in direct channel	5.8	4.9	18%
Unit sales through licensees	1.8	2.1	(14%)
Total unit sales	7.6	7.0	9%
Direct sales share of total	76%	70%	+6ppt
Licensee share of total	24%	30%	-6ppt
Microcontroller units	8.4	5.7	47%

Management considers the total number of units sold as a useful indicator of its engagement with users of its products as well as being a driver of the earnings of the business. Further details are provided in the Financial Review section of this report.

ASP per board

$ per board	2025	2024	% change
Single board computers	46.7	43.3	8%

Average selling price is a non-IFRS measure, being the weighted average of the manufacturer’s recommended retail price of all the SBCs and compute modules sold. The measure provides a useful indicator of the mix of boards sold by the Group and is licensee and the delivery of a strategic objective of increasing the gross profit earned by increasing the value of the product.### Key performance indicators (“KPIs”)

Gross profit per board $ per board	2025	2024	% change
SBCs and compute modules	8.7	7.4	18%
Board share of gross profit	85%	82%	+3ppt
Accessory margin per board	1.4	1.2	17%

Gross profit per board is a non-IFRS measure, being the gross profit and royalties of all SBCs and compute modules divided by the number of SBCs and compute modules. Accessory profit per board is the total of gross profit and royalties earned from accessories divided by the total number of SBCs and compute modules sold.

Non-financial KPIs

Increase in engineering and total headcount	2025	2024	Year-on-year % change
Engineering	11%	16%	-
Total headcount*	6%	6%	-

• Headcount is the number in place at the end of the year rather than the average number of heads reported in the financial statements. The figures also exclude Non-Executive Directors and staff who work in the store and are on variable hours. The development of the business is dependent upon the recruitment and retention of high‑quality engineers who develop new products.

Engineers as a % of total employees %	2025	2024	% change
Engineers	50%	48%	3%

Engineering FTE as a percentage of total FTE.

Number of product releases Units	2025	2024	% change
Product releases	13	22	(41%)

Product releases include SBCs, compute modules, accessories and microcontrollers.

Number of Approved Resellers Number	as at 31 December 2025	2024	% change
Approved Resellers	113	117	(3%)

The number of Approved Resellers contracted to distribute Raspberry Pi products. The measure is important to management as an indicator of the coverage and capacity of the Group’s main sales channel.

31 Raspberry Pi Holdings plc Annual Report and Accounts 2025

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Christopher Mairs CBE Chair of the Sustainability Committee

“By maintaining our commitment to long-term product availability – supporting devices for over a decade – we actively combat the industry norm of obsolescence and electronic waste.”

Building on the foundations we set in our inaugural 2024 Annual Report, I am pleased to present the Sustainability Committee’s statement for 2025. Following our listing on the London Stock Exchange, the award of the LSE Green Economy Mark remains a proud testament to the efficiency of our technology.

This year, Raspberry Pi has accelerated its commitment to sustainable operations. At a high level, our strategy continues to balance commercial growth with environmental responsibility. A standout achievement in our manufacturing process has been the wider adoption of intrusive reflow soldering. This innovation has not only improved production throughput but significantly reduced the energy intensity and carbon footprint of our soldering operations.

We have also made strides in our product stewardship. By maintaining our commitment to long-term product availability – supporting devices for over a decade – we actively combat the industry norm of obsolescence and electronic waste. Meanwhile, our ongoing refinement of packaging has seen a continued reduction in plastic usage and shipping volumes, lowering the carbon cost of logistics.

Our corporate footprint is equally a priority. Our main offices now benefit from expanded solar generation capacity and the transition to heat pump technology, moving us closer to our office net zero ambitions. Additionally, our partnership with UNDO to support enhanced rock weathering demonstrates our willingness to invest in high-quality carbon removal.

2026 will see us build on the work we’ve done on understanding the carbon emissions that are generated from our computing products. This will strengthen our partnerships with world-class institutions and other thought leaders in the space to produce accurate and accountable carbon emissions figures for our products.

As we look ahead, the Committee remains dedicated to ensuring that Raspberry Pi not only democratises technology, as part of its societal agenda, but does so with a minimal resource footprint, delivering value to our shareholders, our community and the planet.

Christopher Mairs CBE
Chair of the Sustainability Committee
30 March 2026

Sustainability Committee Chair’s statement
32 Raspberry Pi Holdings plc Annual Report and Accounts 2025

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Sustainability

33 Raspberry Pi Holdings plc Annual Report and Accounts 2025

Our approach to sustainability is underscored by the four facets of our social mission, aligned to the UN Sustainable Development Goals:

• Funding computer science education at home and in schools
  The educational work of our largest shareholder, the Raspberry Pi Foundation, whose mission is to promote digital skills education for young people, is deeply intertwined with our own success. In 2024, we were incredibly proud to raise a $180 million multi-year endowment for the Raspberry Pi Foundation, supporting its work in curriculum development, teacher training, non-formal learning and research. Visit https://www.raspberrypi.org/ to find out more about the Foundation’s activities.

• Leading the world in general purpose computing with the smallest resource footprint
  The environmental benefits derived from the deployment of Raspberry Pi computer systems, from low-power consumption to reduced emissions from shipping.

• Powering start-ups and scale-ups
  We offer cost effective compute subsystems to smaller entrepreneurial OEMs, who would otherwise struggle to access them allowing them to build their own products faster.

• Low-power computing
  On entrance to the Main Market of the London Stock Exchange, Raspberry Pi was awarded the Green Economy Mark, meaning that at least 50% of its annual revenue comes from products and services that have a positive environmental impact. The Mark provides a clear and recognisable signal to investors and the public about a company’s commitment to the green economy.

Our approach to sustainability

Raspberry Pi recognises that sustainability is an integral part of our responsibility to all stakeholders. As a UK-listed public company, we are committed to maximising value for our shareholders while acknowledging the interconnected nature of our business with broader societal and environmental concerns. We believe that sustainable practices can enhance our brand reputation, potentially driving demand and strengthening our long-term market position. While quantifying the precise impact of sustainability initiatives remains a challenge, we are dedicated to transparently reporting our progress and actively seeking ways to minimise our environmental footprint while supporting the valuable work of the Raspberry Pi Foundation.

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Our commitment

Sustainability continued
34 Raspberry Pi Holdings plc Annual Report and Accounts 2025

We will conform to all UK sustainability laws and regulations in the most cost-effective way possible, with integrity and transparency. We will monitor voluntary sustainability best practice amongst public companies in the UK, and conform to voluntary best practice where the impact on short-term profitability is small, or where we judge that the medium- to long-term financial consequences of failure to conform outweigh any short-term profit reduction. Deviation from best practice will be transparently documented and explained.

We will work proactively to encourage suppliers to reduce the carbon footprint and other environmentally damaging aspects of supplied goods. For example, Raspberry Pi may include a financially quantified measure of embedded carbon when comparing costs of two suppliers. When quantifying embedded carbon, Raspberry Pi will calculate the financial equivalent with reference to the cost of high-quality offsets, such as direct air capture or enhanced rock weathering. This inclusion of the mitigation cost of embedded carbon in supplier cost comparison will be transparent in the evaluation process, and will be communicated to suppliers.

In general, we will not undertake financial transactions to mitigate the carbon footprint of Raspberry Pi’s own products, such as purchasing carbon offsets, unless this is necessary for regulatory compliance. We will offset Scope 1 and 2 emissions of the Company. Where a voluntary choice can be made, Raspberry Pi will not increase the cost of its products through such transactions. Raspberry Pi’s preferred approach is to keep the cost of its products as low as possible and publish the embedded content. This allows Raspberry Pi customers to purchase offsets (either through Raspberry Pi or elsewhere), if they so desire, for the same overall cost (product + offset).

“We will work proactively to encourage suppliers to reduce the carbon footprint and other environmentally damaging aspects of supplied goods.”

Introduction

Following our first year of TCFD reporting, we continue to monitor the six high-priority risks and two opportunities identified by our Chief Commercial Officer and key stakeholders. To deepen our understanding of these factors, we have this year supplemented our qualitative baseline with a completed Quantitative Scenario Analysis. This analysis provides data-driven insight into the financial resilience of our strategy under different climate futures. With the integration of these quantitative metrics, we have addressed previous reporting gaps to achieve full TCFD compliance.

In accordance with UK Listing Rule (“UKLR”) 6.6.6R(8), we present our compliance statement in the following table:

Summary of TCFD compliance statement

Governance
(a) Describe the Board’s oversight of climate-related risks and opportunities.	The Sustainability Committee, which consists of Board members, Executives and staff, meets regularly to discuss and implement actions based on climate-related risks and opportunities.	Page 36 TCFD compliant
(b) Describe management’s role in assessing and managing climate- related risks and opportunities.	-	-

TCFD pillar	TCFD recommended disclosure	Summary of compliance and next steps	Cross-reference
Risk management	(a) Describe the organisation’s processes for identifying and assessing climate-related risks.	The Risk Register is continually reviewed and we highlight climate-related risks. Periodically we will engage with expert consultants to do a full review at minimum of every three years.	Page 37 TCFD compliant
Risk management	(b) Describe the organisation’s processes for managing climate-related risks.	As we review the Risk Register we highlight climate-related risks. Periodically we will engage with expert consultants to do a full review.	Page 37 TCFD compliant
Risk management	(c) Describe how processes for identifying, assessing and managing climate-related risks are integrated into the organisation’s overall risk management.	Consistent with TCFD recommendation.	Page 37 TCFD compliant
Metrics and targets	(a) Disclose the metrics used by the organisation to assess climate-related risks and opportunities in line with its strategy and risk management process.	Metrics disclosed in TCFD Report.	Page 39 TCFD compliant
Metrics and targets	(b) Disclose Scope 1, Scope 2 and, if appropriate, Scope 3 greenhouse gas (“GHG”) emissions and the related risks.	Full Scope 1, 2 and 3 emissions disclosed and risks disclosed through TCFD.	Page 40 TCFD compliant
Metrics and targets	(c) Describe the targets used by the organisation to manage climate- related risks and opportunities and performance against targets.	We have identified key metrics related to our risks and opportunities.	Page 39 TCFD compliant

Governance

Raspberry Pi’s Sustainability Committee meets regularly throughout the year, and consists of Non-Executive Directors, Executives and employees. The Committee uses a scorecard to monitor the progress of the year’s goals. The Committee reports to the Board of Directors and actions are implemented by the Executive and Senior Management Team.

Dr Eben Upton CBE FREng Chief Executive Officer and Founder
James Adams Chief Technology Officer, Hardware
Sherry Coutu CBE Senior Independent Non-Executive Director
Roger Thornton Director of Applications Engineering
Christopher Mairs CBE (Chair) Independent Non-Executive Director

Task Force on Climate-Related Financial Disclosures (“TCFD”) continued 36 Raspberry Pi Holdings plc Annual Report and Accounts 2025

Strategy

Raspberry Pi’s sustainability reporting strategy centres on a proactive approach to identifying and evaluating climate-related risks and opportunities that could impact the business in the short, medium and long term. This includes a thorough assessment of potential physical risks within their supply chain and distribution network due to extreme weather events, as well as the risks and opportunities presented by the transition to lower‑emission products and services. Raspberry Pi emphasises continuous evaluation of these factors to understand their potential positive and negative effects, with regular oversight provided by the Sustainability Committee.

As a UK-listed public company, Raspberry Pi recognises sustainability as an integral part of its responsibility to all stakeholders. We are committed to maximising shareholder value while acknowledging the interconnectedness of their business with broader societal and environmental concerns. This commitment is demonstrated through our proactive assessment of climate‑related risks and opportunities, ensuring that sustainability is considered in their business operations and decision making processes.

Risk management

Climate-related risk management is embedded within the wider Group risk management process, details for which can be found on page 51. Raspberry Pi tracks all risks to the business, including climate-related risks, in the Risk Register, which is reviewed monthly with all stakeholders. Climate-related risks are flagged to the Sustainability Committee when they are found, meaning climate risk is continuously assessed internally and externally. Climate change is identified as a principal risk; see page 51 for more detail.

Raspberry Pi commits to having an external expert in the field to identify the risks facing the Company every three years, in order to stay abreast of the risks posed by climate change to ongoing business.

Climate-related risks and opportunities

Inherent risk score is between 0–25 and is calculated by assessing the likelihood (0–5) and the impact on the business (0–5); the final figure is the two scores multiplied.

Risk	Value chain impact	TCFD risk category	Inherent risk rating	Inherent risk score	Time horizon	Scoring rationale
1. Supply chain and manufacturing disruptions	Supply chain and operations	Acute physical	Moderately high	16	Long (10+ years)	Impact is assessed to be a 4, in line with the “loss of production (loss of factory)” risk on the Raspberry Pi Ltd Risk Register. Likelihood is assessed to be a 4. There is currently a 3% chance of flood at the Sony manufacturing site, which is estimated to increase over time (Natural Resources Wales, 2023; Natural Resources Wales, 2024).
2. Distributional network disruptions	Supply chain and operations	Acute physical	Moderate	8	Long (10+ years)	Impact is assessed to be a 2, in line with the “freight/distribution” risk on the Raspberry Pi Ltd Risk Register. Likelihood is assessed to be a 4, as climate change is expected to increase the frequency and intensity of extreme weather events, including extreme precipitation, extreme heat, droughts, storms and wildfires (IPCC AR6, 2022). Previous instances of disruption as a result of extreme weather events, as noted by Raspberry Pi and discussed with the Chief Commercial Officer, indicate that Raspberry Pi’s distribution networks are likely to be affected in the instance of an extreme weather event.

Task Force on Climate-Related Financial Disclosures (“TCFD”) continued 37 Raspberry Pi Holdings plc Annual Report and Accounts 2025

Climate-related risks and opportunities continued

Risk	Value chain impact	TCFD risk category	Inherent risk rating	Inherent risk score	Time horizon	Scoring rationale
3. Stringent environmental regulations	Operations and supply chain	Policy/legal	Moderate	9	Short (1–5 years)	Impact is assessed to be a 3 under the risk scoring framework, as this risk may result in an investigation/minor disciplinary regulatory action. Likelihood is also assessed to be a 3.
4. Carbon taxes	Operations and supply chain	Policy/legal	High	20	Medium (5–10 years)	Impact is assessed to be a 4. Carbon pricing has remained relatively low to date, but is expected to substantially increase in line with government commitments to reduce emissions. The Network for Greening Financial Services (“NGFS”) estimates that carbon prices could reach £122/tonne CO 2 e by 2030 and £586/tonne CO 2 e by 2050, under an orderly transition scenario that limits warming to 2°C. Likelihood is assessed to be a 5, as carbon pricing policies currently exist or are scheduled to exist in 61 countries.
5. Litigation risk from sustainability claims	Operations	Reputation	Moderate	6	Medium (5–10 years)	Impact is assessed to be a 3 for this risk, assuming some reputational damage in line with the risk scoring framework. Likelihood is assessed to be a 2, as currently only a few climate‑related claims have been made by Raspberry Pi, specifically regarding energy efficiency of individual products.
6. Challenges in meeting future carbon targets	Operations	Reputation	Moderately high	12	Medium (5–10 years)	Impact is assessed to be a 3 for this risk, assuming some reputational damage. However, this risk could potentially have a significant financial impact if customers begin to opt for lower‑carbon alternative products as a result.

Task Force on Climate-Related Financial Disclosures (“TCFD”) continued

Raspberry Pi Holdings plc Annual Report and Accounts 2025

Transition opportunities

Opportunity	Value chain impact	TCFD risk category	Inherent opportunity rating	Inherent opportunity score	Time horizon	Scoring rationale
1. New markets driven by emissions reduction needs of industrial and embedded clients: Opportunity generated from targeting potential clients who can use Raspberry Pi’s products to help track or lower their emissions reduction progress.	Operations and downstream	Products/ services	Moderate	6	Short (1–5 years)	Impact is assessed to be a 2, in line with the opportunity scoring framework. The majority of companies which have set net zero targets are on track to miss those targets (Accenture), indicating a significant market opportunity. Likelihood is assessed to be a 3, in line with the opportunity framework.
2. New markets driven by the computational requirements of climate tech: Opportunity to integrate Raspberry Pi into climate mitigation and adaptation technologies.	Operations and downstream	Products/ services	Moderate	9	Short (1–5 years)	Impact is assessed to be a 3, in line with the opportunity scoring framework, given the demand for technology to mitigate and adapt to climate change (University of Oxford), and the estimated growth of the climate tech market (Statista). Likelihood is assessed to be a 3, rather than a 4, based on a decrease in the growth of investment in this space over the last year due to wider market conditions (PwC).

Metrics and targets

We introduced new metrics in 2024 to formally track and report key environmental impacts. In addition to Scope 1, 2 and 3 GHG emissions (see Streamlined Energy and Carbon Reporting (“SECR”) below for data), we began measuring carbon emissions during the manufacturing process which is fed into our Scope 3 calculations. We are not setting targets for these metrics but will begin tracking them. The two metrics will be:

• product carbon – working to understand the carbon per computer and carbon cost; and
• office carbon – working to understand the office emissions and how we can change it.

Task Force on Climate-Related Financial Disclosures (“TCFD”) continued

Raspberry Pi Holdings plc Annual Report and Accounts 2025

Carbon emissions

Streamlined Energy and Carbon Reporting (“SECR”)

	2025	2024
Scope 1 emissions (tCO2e) Direct emissions from energy sources the Group is operational in 1	33.4	28.5
Scope 2 emissions (tCO2e) Indirect emissions from purchased energy	72.5	56.0
Scope 3 emissions (tCO2e) All other emissions associated with the Group’s activities	62,378.0	55,770.0
Energy consumption for operational sites 1	669,845 kWh	426,519 kWh
Intensity ratio tCO2e per full time equivalent employee	446.0	439.8

1 2025 and 2024 main operational site was 194 Science Park. Figures based on energy consumption over all sites of 669,845 kWh (2024: 426,519 kWh); this was a result of offering electric car charging to employees and increased base load from new servers installed for Company activities. Associated greenhouse gases have been calculated using the UK Government’s GHG Conversion Factors for Company Reporting 2025. Estimates were used to calculate the electricity usage in the Group’s offices, based on an average price per kWh of $0.46. All Company buildings and operations are considered in these figures.

For Raspberry Pi Scope 1, we do not have any energy-generating assets that emit carbon and so report our gas use for the properties we operate. We measure Scope 2 emissions from the energy bills received in respect of the Group’s properties’ electricity consumption.

We divide the measurement of Scope 3 emissions into two categories: carbon emissions resulting from products that we make to sell; and other carbon emissions generated through our business activities. These are listed as one figure in the SECR reporting but are important to consider in how we calculate.

In order to assess the environmental impact of our products, we worked with our partner Inhabit to conduct a comprehensive study, following the Greenhouse Gas Protocol and ISO 14044:2006 standards. Inhabit used industry-leading tools together with the ecoinvent database to calculate the carbon footprint of products throughout their lifecycle. This involved carrying out a detailed analysis of a set of individual, representative products across our range, then applying the results to other similar products. In 2025 we also used the Architectural Carbon Modelling (“ACT”) Tool to assess the carbon emissions from silicon devices on some of our products; we will expand this work to more products in the coming years.

Scope 3 for products was calculated to be 60,169 tCO2e. This is in line with the higher volume of units sold in 2025.

In order to calculate the Scope 3 emissions generated through our business activities, all non‑product-related accounting journals were reviewed and assigned to a category. Each category was allocated an average emission value per US Dollar spent as per the ecoinvent database. This allowed us to calculate a carbon emission figure per US Dollar of expenditure. This was calculated to be 2,209 tCO2e.

The Group has purchased carbon credits from UNDO Carbon to offset the CO2e Scope 1 and 2 emissions, totalling 33t in the year ended 31 December 2025; this does not cover electricity used as this is from a 100% renewable energy tariff. These carbon credits will be fully vested, in the sense that the carbon will be completely sequestered by 31 March 2045. UNDO Carbon has been selected as a high-quality, scientifically verified, and scalable solution for long-term carbon sequestration, using its enhanced rock weathering technology.

Streamlined Energy and Carbon Reporting (“SECR”)

Raspberry Pi Holdings plc Annual Report and Accounts 2025

Our risk management process

Raspberry Pi’s risk management approach has continued to evolve with the structure of the business. It reflects the small size of the business’ operations and the close proximity of Senior Management to operations together with their deep technology experience. Risks can be identified at any time by any individual within the Group. The seniority of our engineers relative to the industry, their long tenure and our open and inclusive approach to the management of operations ensure that risks are promptly reported and managed. The Board regularly reviews the risks identified and the mitigations undertaken and the Audit and Risk Committee oversees how risks are managed. The internal audit team provides independent assurance to the Audit and Risk Committee and the Board.

• Business managers: At an operational level the management of risks is an ongoing and daily process. In the design of products engineers utilise their experience together with a wide range of design and verification tools. A separate team manages regulatory compliance and product testing. Safety of employees in both the office and warehouses is considered by central administration.
• The Senior Management Team: Reviews existing risks and mitigations and determines whether any additional risks should be added to or existing risks removed from the Risk Register. Any newly identified risk is assigned a risk owner, and the risk and mitigating actions are added to the Risk Register.
• The Board: The Board focuses on strategic risks and reviews the Risk Register in detail annually. The Senior Management Team is alerted of any changes in the Board’s risk appetite and any new risks identified through this process or as part of any other Board discussions. The Board receives a risk reporting summary at every Board meeting, highlighting new risks added, risks closed, changes in risk profile and the reasons for an increase or decrease in risk likelihood or potential impact, and a summary of all high risks and progress against mitigating actions.
• The Audit and Risk Committee: The Audit and Risk Committee oversees how risk is managed and reported internally and externally and may make recommendations to the Board on any aspect of risk, risk management and risk appetite. The Audit and Risk Committee receives a risk reporting summary and reviews the Risk Register at each meeting. It can recommend new risks to be considered for the Risk Register. Any new risks are communicated to the Senior Management Team.
• Internal audit: An outsourced internal audit function was established in 2025. An annual internal audit plan is approved by the Audit and Risk Committee and a programme of two to three audits will be undertaken each year, with detailed updates provided to the Committee at each meeting. The Head of Internal Audit attends the Audit and Risk Committee meetings and reports to the Chair of the Committee.

Principal risks and uncertainties

Raspberry Pi Holdings plc Annual Report and Accounts 2025

Our risk management process continued

The Board discusses and reviews the Group’s principal risks semi-annually with updates and changes provided at each meeting; this is then reflected in the Group’s ongoing plans and strategy. The Board takes a balanced and informed view of risk while recognising the flexibility required to operate successfully in this market.

The Audit and Risk Committee oversees, reviews and monitors the Group’s procedures for reviewing the effectiveness of the Group’s procedures for the identification, assessment, management and reporting of risk. For more details on the Audit and Risk Committee’s responsibilities for risk management, please refer to the Terms of Reference.

Risk oversight: Risk owners continually review their own risks and inform the CTO (Hardware) of any changes.The risk owner is responsible for assessing the status of their assigned risks by describing their risk and the mitigations already in place, as well as assessing likelihood and impact, including any financial impact. This creates a risk score, determining an identified risk’s potential severity. If required, the risk owner is responsible for ensuring further mitigating actions are taken to reduce the risk and create a target risk score.

Risk identification and monitoring

A named member of the Senior Management Team (currently the CTO (Hardware)) maintains the Risk Register. They are responsible for maintaining it as a live document, ensuring risk owners capture all required information, ensuring risk owners review their assigned risks monthly, and ensuring reviews and reporting processes are followed.

Emerging risks

Our risk management approach includes the identification and monitoring of emerging risks. Although these risks evolve and have uncertain impacts, they are reviewed alongside our principal risks.

The pace of AI innovation and development

We continue to see rapid change and excitement in the development of artificial intelligence. The rapid change may cause changes in the demand for our products and require the development of new products, the requirements for which may then change again. The excitement may lead to speculative bubbles; should they burst, market participants may be destabilised or investors may lose confidence in all businesses in the technology sector. The pace of AI innovation is impacting other areas of the business, mainly due to the increasing cost of memory, which is being driven by memory vendors diverting manufacturing capacity to meet the surge in AI data centre investment.

Principal risks and uncertainties continued 42 Raspberry Pi Holdings plc Annual Report and Accounts 2025

Principal risks

As part of our regular risk review process, the Board and management have identified the following principal risks:

Brand and reputation

Field	Description
Risk description	Our brand’s reputation for robustness, quality and innovative design, extensively supported through software, documentation and a vibrant community of users, is an essential asset of the business. The brand’s reputation for engineering excellence among both industrial and enthusiast engineers is a core driver of sales and is valuable in the recruitment of staff and suppliers.
Risk impact	Damage to that reputation or the loss of support from our community may adversely impact sales and make the recruitment of staff more difficult.
Movement and outlook	Our reputation for fair pricing and continued availability could be impacted by the current turmoil in DRAM markets (see supply chain risk). Products may be diverted through diffuse third-party supply chains outside of our control and ultimately used illicitly in military equipment in embargoed conflict areas, impacting our reputation. Increased engagement with defence and defence-adjacent markets, while lawful and conducted responsibly, carries a moderate brand risk. Participation in defence markets may be perceived by some stakeholders as inconsistent with the Company’s founding values in education, and media narratives around defence technology can be polarising.
Mitigation/ management actions	Management and the Board regularly discuss customer perception and consider the effect on customers in their decisions. Management and engineering team members frequently engage with customers to understand their expectations and many Company members are themselves long-standing users of the products. Through new products we seek to engage enthusiasts and we work to ensure through messaging and social media that customers appreciate the causes of shortages or other changes. Diversion of our products can occur via complex chains of onward sale in jurisdictions where visibility and control is limited. We comply with all applicable UK, EU and international sanctions regimes and operate within policies and controls designed to track and prevent such diversion. We ensure that any defence engagement is responsible dual-use participation aligned with national security and lawful, ethical technology stewardship consistent with the Sanctions & Export Controls Policy and Global Trading & Sanctions Principles. Prohibited end-uses remain absolute. The Company follows the British Government and NATO policy to determine entities and countries with which it can do business.
Link to strategy	More units: Development of new products and the maintenance of the software running on them are key to the growth of the Group. Our reputation enables us to sell accessory products and related services in markets worldwide. Grow gross profit participation: Our reputation enables us to sell directly to customers where appropriate.
Risk velocity	Loss of reputation can happen quickly, within months, due to a substantial social media following and public presence.

Principal risks and uncertainties continued 43 Raspberry Pi Holdings plc Annual Report and Accounts 2025

Key to risk change: Increasing, Decreasing, Unchanged, New

People

Field	Description
Risk description	Attracting and retaining skilled individuals.
Risk impact	The business relies on a small group of senior managers who have extensive experience and are hard to replace. We continue to face competition for specialist engineers, without whom we may limit our ability to develop new products.
Movement and outlook	The Group has continued to be an attractive employer and the employee share schemes introduced since listing have further enhanced this position. This enables the Group to recruit in a competitive market for engineers and has to date been successful at retaining key members of staff. The availability of certain skills in engineering is likely to remain constrained.
Mitigation/ management actions	The Board has a succession plan to ensure the continuity of senior managers. The Group maintains competitive compensation to reduce turnover and attract top talent. As a public company we can provide share-based rewards and incentives to motivate our employees and encourage staff retention. We create a rewarding work environment, and our flat work structure provides significant opportunities for personal development and intellectual stimulation.
Link to strategy	More units: Development of new products and the maintenance of the software running on them are key to the growth of the Group. Grow unit gross profit: The engineering team is needed to develop new components for our SBCs and compute modules.
Risk velocity	The impact of the risk is expected over the medium term if new product developments were to be delayed.

Sales channels

Field	Description
Risk description	Our sales channels may not have the capacity or resources to meet our growth plans. Alternatively, our products may not meet their margin demands making our products unattractive to them. In addition, the Group relies on its sole licensee to distribute a portion of its products, and any unplanned disruption to the Group’s licensing model could harm its sales. The majority of our products are exported across the globe. Should there be significant increases in tariffs on our products in key markets we may see reductions in sales and delays to customer purchases due to the uncertainty of what and where duties may be applied.
Risk impact	The health of our channel partners is a key part of our global operations and source of growth. We often operate through intermediaries (licensee/reseller/distributor) and this has allowed us to grow without large upfront investment.
Movement and outlook	We have continued to develop our reseller network and we have seen pleasing growth in the operations of our licensee and distributor partners.
Mitigation/ management actions	Through regular engagement with our reseller and distribution partners, we assess their capacity and the support they need. We look for new partners in underdeveloped or new markets and geographies and engage directly with large OEM customers to ensure that their needs can be met. We continue to explore routes to market that will enable supply to end customers while not straining the capacity of local resellers. We employ specialist advisers on tariffs and import duties.
Link to strategy	Grow unit sales: To continue to sell more units worldwide we need local partners to promote and stock our products and support customers.
Risk velocity	Channel capacity constraints could impact longer-term growth over a period of years.

Principal risks and uncertainties continued 44 Raspberry Pi Holdings plc Annual Report and Accounts 2025

Key to risk change: Increasing, Decreasing, Unchanged, New

Supply chain

Field	Description
Risk description	The supply of products is complex with the whole industry dependent on a web of key component suppliers across the globe. For key component manufacturing there are significant barriers to entry and those suppliers may exploit opportunities that arise from dominant market positions. We support our products for typically in excess of ten years, recognising that when a Raspberry Pi is built into a customer’s product or operations we have made a commitment to our customer and they have placed their trust in us. Unreliable or expensive supply risks our ability to meet this promise. For some components, particularly memory which is a significant part of our product cost, the prices are very volatile. The Group relies on a single third-party facility owned by Sony to manufacture substantially all of its products, and its success is in part dependent on Sony’s current commitment to manufacturing its products.
Risk impact	Interruption to the supply of a single component can prevent production of our products leading to a loss of sales and substantial harm to our reputation and customer proposition.

Movement and outlook

In the past few months the global supply of memory has become severely constrained due to the demand for high-bandwidth memory from AI data centres. The constrained supply is impacting the market price of memory. Market prices of memory, one of our key components, have increased rapidly over the last six months and recently some major suppliers have indicated limitations in supply at high densities. Visibility in relation to prices and supply beyond H1 2026 is limited.

Mitigation/ management actions

We have put in place long-term supply agreements with key suppliers in respect of certain components. To further mitigate supply and memory price volatility, we have the flexibility to increase prices whilst maintaining our value proposition. We have also taken steps to qualify additional suppliers and develop product variants with reduced memory capacity. We have developed business continuity plans with Sony and, in addition, have an amount of insurance cover.

Link to strategy

Grow unit gross profit: We seek to supply our products at low cost and therefore closely control our component costs. Grow gross profit participation: Our long-term support commitment is core to our long-term strategy to sell more products to industrial and embedded customers.

Risk velocity

Market prices for memory have increased rapidly over the last six months; in some cases they have tripled, and recently some major suppliers have indicated limitations in supply at high densities.

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Principal risks and uncertainties continued 45 Raspberry Pi Holdings plc Annual Report and Accounts 2025

Key to risk change:
| Increasing | Decreasing | Unchanged | New |
| :--- | :--- | :--- | :--- |
| | | | |

Growth management

Risk description

The Group’s business plan and its shareholders’ expectation are for significant growth in new market sectors and new geographies. Scaling the operations to achieve this growth will be challenging and may give rise to unexpected difficulties or costs. We are open to taking risks in the development of new markets for our existing products or for products and services that extend our aim to be the compute platform of choice. The Edge AI and IoT markets are growing rapidly and we need to move quickly to sustain our position as a leader in the supply of hardware to these sectors. There is a significant risk from doing nothing.

Risk impact

The Group may incur additional costs or be unable to exploit all its growth opportunities and competitors may become established with a dominant presence. Expansion into new markets may incur unforeseen costs or losses. If the management team is overloaded, growth opportunities may not be fully exploited and mistakes may be made. If the Group grows rapidly, operational processes and controls may not be able to scale efficiently. We may therefore incur extra costs or suffer a weakening of controls with the possibility of losses as a consequence. Failure to achieve the growth expectations may harm the Group’s share price and impact the rewards it can offer staff or its access to capital.

Movement and outlook

The programme of new market identification has recently accelerated while the expansion of new geographies and resellers has remained steady. New management heads have been added to meet the growth but further costs will not be incurred until the opportunity is clear.

Mitigation/ management actions

The Board regularly reviews the organisation’s strengths and areas for development. Management is constantly reviewing sales channels and the risks and opportunities that may arise.

Link to strategy

Grow unit sales: Unit growth is central to the Group’s strategy.

Risk velocity

The effect of changes in risk and the crystallisation of its impact would be expected over a period of years.

Markets and economic environment

Risk description

A global economic downturn could significantly affect the Group’s operations due to reduced demand for SBC units and increased inventory. Long-term volume commitments and other contractual agreements reduce our ability to balance product supply and demand.

Risk impact

A drop in demand could lead to lower sales and profits. Inaccurate demand forecasting due to changing economic circumstances or lower sales expectations could harm the Group’s business, finances and growth prospects because of insufficient inventory for actual demand or excess inventory, including that delivered under long-term supply agreements, inventory obsolescence charges and reductions in the Group’s cash flow. New products that have been developed may not have sufficient demand to justify their investment.

Movement and outlook

During 2025 demand for our products improved as the supply disruption of 2024 abated. In the last quarter of 2025, against a background of improving demand, uncertainty has arisen as a result of the significant changes in memory component costs. To date, we have not seen the demand of our products being adversely affected by recent price increases.

Mitigation/ management actions

The sales of the Group are diversified across geographies and the business sectors we sell to. The sales and business development team works closely with the supply chain team to manage the effects of changing demand. The Group works with its contract manufacturer to adjust production and with its resellers, OEM customers and distributors to understand and stimulate demand. The Group undertakes regular forecasting and strategic planning to assess the impact of demand fluctuations and to consider responses. Inventory and purchase commitments are regularly reviewed as part of the forecasting process.

Link to strategy

Grow unit sales: Unit growth is a key strategic aim.

Risk velocity

As our model is to sell from stock we normally have a small order book and there is limited visibility of future demand beyond a few months. Changes in memory prices have recently been very rapid and substantial.

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Principal risks and uncertainties continued 46 Raspberry Pi Holdings plc Annual Report and Accounts 2025

Key to risk change:
| Increasing | Decreasing | Unchanged | New |
| :--- | :--- | :--- | :--- |
| | | | |

Competition/competitors

Risk description

Developing innovative and disruptive products is a core strategic aim of the business. Their development may require significant expenditure and run for many years. Projects are often complex and challenging and may take longer or cost more than was expected.

Risk impact

New competitors or the actions of existing competitors could impact the business resulting in reduced sales and lower margins. An existing or new competitor could create a product with better specifications at a lower price, making it hard for us to compete.

Movement and outlook

The level of competition has remained steady in the past year and we have not seen significantly cheaper products with equal specification. There is evidence in the last quarter of increased demand for our products from customers who had previously developed their own products or purchased from our competitors due to the difficulty in sourcing components as described in the supply chain risk.

Mitigation/ management actions

The Group counters this by focusing on innovation and cost efficiency, reviewing competitors’ products, and improving the cost structure via technical and manufacturing innovation. We continue to take steps to prevent the cloning of our products, making our software and user community a key differentiator of our products. The Group continues to pursue modest margin aspirations to prevent a competitor from gaining access through a low-cost offer.

Link to strategy

Grow unit sales.

Risk velocity

New products take time to develop but can be released at short notice. With build in cycles of over one year, material change could take a year to have a significant impact.

Intellectual property and designs

Risk description

The Group’s intellectual property rights may prove difficult to enforce if others try to use our designs and particularly our rich software and support ecosystem to benefit their products. A competitor, third party or individual asserts their IP rights against Raspberry Pi’s, leading to litigation.

Risk impact

If others exploit our intellectual property to promote their products we may suffer lower sales or reduced margins. If a third party enters into litigation to assert the IP rights, the Group suffers financial loss from any settlement and the diversion of significant management time in the defence of our position.

Movement and outlook

The risk remains stable at the moment.

Mitigation/ management actions

The General Counsel and CEO regularly review the extent and effectiveness of legal, contractual and technical protections. We have insurance for legal representation to address IP infringement claims against us or in our defence. The designs of our most recent products are further protected by the use of our own silicon in those products.

Link to strategy

Grow unit sales and unit gross profit: The exclusive use of our designs aids unit sales and the maintenance and growth of the unit profit of those products.

Risk velocity

A claim would require a very rapid response though legal processes can be expected to take time.

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Principal risks and uncertainties continued 47 Raspberry Pi Holdings plc Annual Report and Accounts 2025

Key to risk change:
| Increasing | Decreasing | Unchanged | New |
| :--- | :--- | :--- | :--- |
| | | | |

Product development projects

Risk description

Developing innovative and disruptive products is a core strategic aim of the business. Their development may require significant expenditure and run for many years. Projects are often complex and challenging and may take longer or cost more than was expected.Projects are often complex and challenging and may take longer or cost more than was expected and may in the worst case fail. Products are developed and costs incurred in the expectation of demand for the product; if sufficient demand does not arise, the asset representing the development cost and inventory may need to be impaired and written down. Failing to innovate or adapt to new trends may lead to lost market share and reduced profits. If the Group’s products contain significant defects, it could incur significant expenses to remediate such defects, its reputation could be damaged, and it could lose market share.

Risk impact
The delay or failure of a project to develop a new product may lead to substantial additional costs. By missing an opportunity it may harm the growth of the business or give a competitor the chance to become established. If sufficient demand does not arise the asset representing the development cost and the inventory may need to be impaired and an expense incurred. The launch of a flawed product may lead to significant rectification costs and damage to the Group’s reputation.

Movement and outlook
Our experience of delivering complex projects has improved continuously through the growth of the Company. At the same time the size, complexity and cost of projects have been increasing, particularly in respect of semiconductor development.

Mitigation/ management actions
Our engineering team and management have extensive experience of designing our products and we use industry-leading tools and partners in their development. We seek to identify industry trends and develop responses through engagement with customers, particularly in the enthusiast sector, and regular discussion with key technology suppliers and industry experts. The Group’s strong engineering experience allows it to adapt to changes in a timely way. We use established procedures to test and verify designs throughout development and ensure that all products meet compliance specifications.

Link to strategy
* Grow unit sales: Development of new products and the maintenance of the software running on them are key to the growth of the Group.
* Grow unit gross profit: New products may include more of our own designs enabling us to increase margins by reducing component costs.

Risk velocity
The impact of the risk would be expected to arise over the medium term where new product developments are delayed.

Principal risks and uncertainties continued 48 Raspberry Pi Holdings plc Annual Report and Accounts 2025
Key to risk change: Increasing, Decreasing, Unchanged, New

Geopolitical risk

Risk description
As an international business based in the UK, the Group may be exposed to the effects of war, economic conflicts and disputes in areas such as trade.

Risk impact
Our products may be placed at a competitive disadvantage by higher tariffs and restrictions on imported goods. As a consequence our volumes and margins may be adversely affected. Geopolitical tensions and uncertainty may have a detrimental impact on our ability to do business at global or regional levels including disrupting our supply chain, distribution routes and our ability to conduct trade.

Movement and outlook
Shifting tariff policies, including new tariffs or changes to existing rates, are increasing uncertainty. Conflict in the Middle East is affecting the global trading system and world economy.

Mitigation/ management action
Our business is spread evenly by geography and market sector, giving us resilience to changes in local markets. We continue to monitor the issues closely and engage with our suppliers and appropriate advisers to ensure we can deploy alternative options.

Link to strategy
Our plans for unit sales growth may be impacted.

Risk velocity
Impacts of geopolitical uncertainty and tariff changes can materialise within weeks of announcements.

Control environment, regulatory and compliance

Risk description
As the business grows, robust control frameworks need to develop with it to ensure that assets are safeguarded and risks arising from business activities are understood and limited to appropriate levels. As a listed company, the requirements of the controls over financial reporting increase as does the need for more timely and accurate financial data. We supply our products to many jurisdictions and are required to comply with international and local regulatory requirements.

Risk impact
A loss of control in key areas of financial control could lead to losses and an inability to report accurately. If we do not comply with regulatory requirements we may be subject to fines and penalties. The functioning of controls and the effectiveness of our control environments are key to the successful mitigations we have described in the Group’s principal risks.

Movement and outlook
The control environment has improved as a result of the work undertaken during and after listing. The establishment of an internal audit function has further strengthened the focus on the control environment.

Mitigation/ management action
We continue to add additional resources in key areas and use external advisers where relevant. We continually review operational and financial controls. We regularly test these controls and the Audit and Risk Committee reviews the outcome of the testing and the progress against plans to enhance the controls and control environment. An internal audit function has been established and will undertake two to three audits a year.

Link to strategy
A robust control framework supports growth and allows the business to scale without hitting barriers and supports access to capital and debt markets that are required for growth and for colleague remuneration and retention.

Risk velocity
Changes can arise within six months.

Principal risks and uncertainties continued 49 Raspberry Pi Holdings plc Annual Report and Accounts 2025
Key to risk change: Increasing, Decreasing, Unchanged, New

Liquidity

Risk description
Breach of funding terms/funding covenants. Requirement for funds due to increased investment and high levels of inventory cannot be met from resources.

Risk impact
Insufficient cash resources to support the Group’s activities and meet commitments under long-term agreements, particularly in the situation where sales demand is lower and component prices are higher.

Movement and outlook
Funding requirements are expected to remain steady but variability of outcomes has increased, particularly as a result of current memory prices.

Mitigation/ management action
The Group has an RCF with headroom of $80 million which runs to 4 March 2029. Forecasts of sales and product supply are regularly reviewed against funding and facilities.

Link to strategy
Allows strategic opportunities of unit sales growth and product development to be pursued.

Risk velocity
The risk is expected to change over the medium term as there is increased uncertainty in forecasts over that period.

Information and cybersecurity

Risk description
Loss of access to key systems and source data. Loss of production to a cyber attack at the Group’s third-party manufacturing facility. Our servers contain confidential and valuable information, the public dissemination of which could result in substantial costs.

Risk impact
Interruption to manufacture of our products can lead to a loss of sales. Loss of access to our key systems or loss of IP would result in substantial costs and harm to our reputation.

Movement and outlook
Actions to reduce risk have been undertaken.

Mitigation/ management action
Production disaster mitigation plan is in place for loss of production. Appropriate controls, which are regularly reviewed, are in place to safeguard our data and prevent unauthorised access.

Link to strategy
Sustains the business and maintains our reputation.

Risk velocity
An event may happen at any time.

Principal risks and uncertainties continued 50 Raspberry Pi Holdings plc Annual Report and Accounts 2025
Key to risk change: Increasing, Decreasing, Unchanged, New

Climate change – impact of environmental regulations

Risk description
Increased and stringent environmental regulation. See also our disclosures in the Sustainability and TCFD sections of this report.

Risk impact
The introduction of environmental regulations in the territories where we operate and source components could impact our supply chain and increase costs. The introduction of carbon taxes on raw materials and energy could increase production costs, impact margins or result in increased prices. Not meeting future carbon targets could result in increased costs, loss of sales if customers opt for lower-carbon alternative products or reputational damage.

Movement and outlook
Regulation is expected to increase in most regions.

Mitigation/ management action
We closely monitor regulations, work to reduce our environmental impact across our operations, and engage with our suppliers about their environmental strategies. We are developing a process for calculating the embodied carbon in every product to understand the extent of this risk. Our office has moved to electricity for all our energy needs, and we have installed solar panels.

Link to strategy
Business continuity, but there is also an opportunity to increase sales as our products will enable many others to address the impact of these regulations in their businesses.

Risk velocity
The risks are expected over the medium term.

Climate change – extreme weather

Risk description
Impact of extreme weather. See also our disclosures in the Sustainability and TCFD sections of this report.

Risk impact
The increased frequency and severity of extreme weather can impact our supply and distribution networks leading to operational delays, additional costs and loss of earnings.

Movement and outlook
Extreme weather events are expected to increase.

Mitigation/ management action
We are expanding our supplier network across various locations, and have an emergency plan in the event we need to move production to a new location.We take out business interruption insurance and stockpile some inventory to enable business continuity. Link to strategy Business continuity. Risk velocity An event could happen in any given year with the probability of the risks expected to increase over the medium term.

Principal risks and uncertainties continued

Key to risk change
Increasing
Decreasing
Unchanged
New

51 Raspberry Pi Holdings plc Annual Report and Accounts 2025

Health and safety

Risk description
Harm caused by the Group’s activities.

Risk impact
Staff may suffer injury in our offices, shop or leased warehouse. Third-parties may suffer injury in the factories that make our products or warehouses that hold our goods. Members of the public may be harmed by our products.

Movement and outlook
Actions to reduce risks have been undertaken.

Mitigation/ management action
Key staff members have been trained to review procedures to ensure that risk of injury is minimised. We work only with high-quality partners to make our products. We have funded substantial investment at our partner’s new warehouse. The Group holds appropriate insurance cover.

Link to strategy
Sustains the business and maintains our reputation.

Risk velocity
Injury may happen at any time.

52 Raspberry Pi Holdings plc Annual Report and Accounts 2025

Going concern and viability statement

In accordance with the UK Corporate Governance Code, the Board has assessed the viability and medium-term prospects of the Group over the period to December 2028, taking into account the Group’s current position, strategy, market outlook and principal risks.

Each year, the Board undertakes a robust review of the Group’s strategic plan for the forthcoming three-year period and challenges the Senior Management Team on the risks associated with the plan. This is encapsulated in the three-year period business plan prepared annually and reviewed by the Board and aligns with the business cycle including product development and order intake trends. The plan reflects the Group’s diverse customer base across multiple sectors, including industrial IoT, education and embedded computing, with a mix of short‑term sales and longer-term contracts.

The Board is required to formally assess that the Group has adequate resources to continue in operational existence for the foreseeable future and as such can continue to adopt the going concern basis of accounting. As set out in Note 2 of the consolidated financial statements, the Directors have assessed this to be for the period to 30 April 2027. Based on this assessment, the Board has concluded the Group can operate within its committed facilities and cash resources for the foreseeable future and accordingly has adopted the going concern basis in preparing the consolidated financial statements.

The Board is further required to assess whether it has a reasonable expectation that the Group will continue in operation and meet its longer-term liabilities as they fall due. To support this, the Board has assessed the Group’s current financial position, its strategic direction and the external market environment. The Group’s existing primary facility agreements extend to 4 March 2029, therefore covering the three-year outlook period of the business plan.

Reasonable worst case scenario

The Board’s assessment includes detailed financial modelling over the three-year period, incorporating sensitivity analysis and stress testing under a range of scenarios. This includes a “severe but plausible downside” scenario, with a 50% to 75% reduction in higher density (8GB to 16GB) LPDDR4 SBC and compute module products with no mitigations or cost reductions other than executive variable pay. Even assuming limited mitigating actions the Group can demonstrate significant liquidity headroom and compliance with covenants.

Consideration of principal risks and uncertainties

Our viability assessment aims to provide a clear understanding of the principal risks and uncertainties that could impact the Company’s performance, solvency and liquidity. In order to assess our resilience to the principal risks and uncertainties outlined on page 43 we have modelled a range of scenarios explicitly linked to these. Careful thought has been given to the assumptions and judgements factored into each threat scenario enabling stakeholders to understand the potential challenges to our business model and our robustness to absorb such headwinds as follows:

• Brand risks: Serving both enthusiast and education (“E&E”) and industrial and embedded (“I&E”) markets risks brand confusion due to the same products supplying different markets.
• Senior Management Team: Growth may strain leadership capacity, slowing investments and progress.
• Semiconductor supply chain constraints: Reliance on TSMC for production and Broadcom for key components poses risks from delays or terminations, though inventory levels mitigate the impact.
• Volume commitments: A long-term deal with Broadcom (processor chips) risks funding challenges if sales drop. Lower demand versus contracted supply has been modelled.
• Memory supply: The current shortage and rapidly rising DRAM costs may put pressure on sales and profit margins.

Having modelled the impact of the principal risks arising, the Board is confident in the business’ ability to remain a viable going concern.

Reverse stress testing

A reverse stress test was conducted to model the impact of a decline in forecasted unit demand, which would require the Group to secure additional financing beyond the existing facilities. The analysis showed an 82% reduction in forecasted unit sales over the going concern period – whether driven by a decrease in demand, supply chain challenges, or a combination of both – would trigger this need for additional financing. However, this scenario was deemed highly unlikely, further reinforcing the Group’s financial viability.

Liquidity and cash flow forecasts

On 5 March 2025, the Group’s Revolving Credit Facility (“RCF”) was extended, increasing available funds to $80.0 million (2024: $40.0 million) and extending the term to 4 March 2029 (2024: 24 April 2027), providing additional liquidity to support operations. We have also considered the timing of trade payables and trade receivables including credit terms offered by suppliers and the impact on working capital requirements to ensure that no further financing would be required should current terms change. The Board’s cash flow forecasts and projections confirm the Group can operate within its cash and committed facilities for the foreseeable future. Available liquidity, including both cash and committed facilities, has been considered in this assessment.

Conclusion

Based on this assessment, the Board confirms that it has a reasonable expectation that the Group will be able to continue in operation and meet its liabilities as they fall due over the period to December 2028.

This Strategic Report has been approved by the Board and is signed on its behalf by:

Dr Eben Upton CBE FREng
Chief Executive Officer and Founder
30 March 2026

53 Raspberry Pi Holdings plc Annual Report and Accounts 2025

54 Raspberry Pi Holdings plc Annual Report and Accounts 2025

Governance

Inside this section:
* 55 Chair’s introduction to governance
* 56 Board of Directors
* 58 Corporate governance report
* 62 Audit and Risk Committee report
* 66 Nomination Committee report
* 69 Remuneration Committee report
* 71 Directors’ remuneration report
* 79 Directors’ report
* 82 Statement of Directors’ responsibilities

On behalf of the Board, I am delighted to introduce our Corporate Governance Report for the year ended 31 December 2025.

Raspberry Pi is committed to promoting high standards of corporate governance that support the long-term sustainable success of the business. Following our successful IPO in June 2024 and listing on the London Stock Exchange, our commitment to governance is more important than ever as we build momentum on our growth strategy. This report outlines how we have applied the principles and provisions of the 2024 UK Corporate Governance Code for listed companies.

Key activities for 2025 have been:

1. Developed our corporate governance framework to meet the requirements of the 2024 UK Corporate Governance Code and preparation for the implementation of the revised Provision 29.
2. Developed and implemented Raspberry Pi’s strategy flowing from specific strategy review discussions in Q2 2025 with the Board and key senior executives.
3. Strengthened our internal controls and processes appropriate to a listed group. This included the creation of an internal audit function. See the Audit and Risk Committee Report on page 62 for further details.
4. Reviewed employee policies and culture. Approved new employee policies including a new childcare policy which provides financial support to all employees with young children.
5. Instigated the search for a new CFO to succeed Richard Boult using a global external search consultancy.
6. Reviewed the membership and Terms of Reference of each of the four Committees – the Audit and Risk Committee, the Nomination Committee, the Remuneration Committee and the Disclosure Committee. Each Committee has appointed its members and a Chair in line with the recommendations of the UK Corporate Governance Code and established its Terms of Reference.
7. Reviewed the remit and membership of the Sustainability Committee (a subcommittee of the Board).
8. Reviewed and revised the code of securities dealings to clarify the arrangements for Closely Associated Persons (“CAPs”) of PDMRs, which has been communicated to all employees (including those Directors and employees designated as PDMRs) to aid compliance with the Market Abuse Regulation.
9. Implemented the Relationship Agreements and a new way of working with the Raspberry Pi Foundation and Raspberry Mid Co Limited and separately with the Ezrah Charitable Trust.The aim of these changes is to ensure that the Group is able to carry out its business independently and that all transactions between the Group and Controlling Shareholders are at arm’s length and on a normal commercial basis, as has been confirmed in Controlling Shareholder(s) in Note 30.

10 Reassessed our principal risks and uncertainties. The Board reviewed the principal risks and considered these broadly consistent with those identified in the 2024 Annual Report and 2025 Interim Report.

11 Agreed the financial and non-financial key performance indicators (“KPIs”) by which the Board assessed performance.

12 Granted stock options under the discretionary Long-Term Incentive Plan (“LTIP”) in H1 2025.

Looking ahead, the Board will focus on retention and succession/talent management planning particularly for the Senior Management Team (“SMT”) and those reporting into the SMT to prepare the Group for further growth while maintaining and promoting the Group’s unique entrepreneurial culture and values as the business scales.

Martin Hellawell
Independent Non-Executive Chair
30 March 2026

Full details of the Senior Management Team can be found on the Group's website at https://investors.raspberrypi.com/leadership

Chair’s introduction to governance 55
Raspberry Pi Holdings plc Annual Report and Accounts 2025

Martin Hellawell	Dr Eben Upton CBE FREng	Richard Boult	Sherry Coutu CBE
Independent Non-Executive Chair	Chief Executive Officer	Chief Financial Officer	Senior Independent Non-Executive Director
Committee membership 1 :			Committee membership 2 :
Appointment: 2 June 2024	Appointment: 12 March 2024	Appointment: 12 March 2024	Appointment: 2 June 2024

Martin has extensive experience as a company chair, having held this position in several companies within the technology sector. He currently serves as chair of Gamma Communications plc and is the former chair of Softcat PLC. Martin previously held the position of managing director and chief executive of Softcat between 2006 and 2018. Martin’s earlier career saw him spend 13 years at Computacenter plc, responsible for the marketing function, running the company’s French subsidiary and leading acquisitions in the UK, Belgium and Germany. In 2016, Martin was named UK Tech CEO of the Year at the UK Tech Awards. He holds a BA honours degree in Management and French from Lancaster University.

Eben is a Founder of the Raspberry Pi Foundation and serves as the CEO of the Group. His was previously a technical director and distinguished engineer with fabless semiconductor company Broadcom, as well as co-founder and CTO of mobile games and middleware vendor Ideaworks3D. Between 2004 and 2007, he was director of studies in computer science at St John’s College, Cambridge. Eben was elected to the Fellowship of the Royal Academy of Engineering in 2017, appointed a distinguished fellow of the British Computer Society in 2019 and elected as an honorary fellow of St John’s College in 2020. He holds a BA in Physics and Engineering, a Diploma in Computer Science, a PhD in Computer Science and an MBA from the University of Cambridge. Eben was appointed a CBE in 2016 for services to business and education.

Richard has wide experience as a finance executive having held roles including chief financial officer of Dovetail Games Limited and Time Out Group Plc. He was also previously the group finance director at BCA Marketplace PLC, during the period of its listing on the London Stock Exchange. He has held former senior financial roles at both group and divisional level at companies including Wolseley plc, Darty plc and 21st Century Fox Inc. Richard holds an MA in Computer Science from the University of Cambridge and qualified as a Chartered Accountant with PwC in London.

Sherry has 30 years of experience serving on the boards of companies, charities, government departments and universities, focusing on consumer digital, business information services and education. As an entrepreneur, Sherry founded Interactive Investor International plc, Founders4Schools, Digital Boost and The ScaleUp Institute. Presently, Sherry chairs the remuneration committees at Pearson plc, Phoenix Group plc and Founders4Schools, the UK’s largest transition-to-work charity. Previous non-executive directorships include the London Stock Exchange Group Plc, DCMS, Zoopla Plc, RM plc, The ScaleUp Institute, Cambridge University Press and Cambridge Assessment. She has also previously acted as an adviser to LinkedIn, the National Gallery, the Royal Society and NESTA. Prior to her portfolio career, Sherry founded several technology companies and invested in 70 tech start-up companies and five venture capital firms. She has been awarded a CBE for services to entrepreneurship and has four honorary PhDs.

1 Martin Hellawell joined the Remuneration Committee effective November 2025.
2 Sherry Coutu stepped down from the Sustainability Committee effective November 2025.

Board of Directors 56
Raspberry Pi Holdings plc Annual Report and Accounts 2025

Audit and Risk Committee	Nomination Committee	Remuneration Committee	Disclosure Committee	Sustainability Committee
Committee Chair

David Gammon	Rachel Izzard	Christopher Mairs CBE	Daniel Labbad
Independent Non-Executive Director	Independent Non-Executive Director	Independent Non-Executive Director	Non-Executive Director
Committee membership 3 :	Committee membership:	Committee membership 4 :	Committee membership:
Appointment: 2 June 2024	Appointment: 2 June 2024	Appointment: 2 June 2024	Appointment: 2 June 2024

David founded Rockspring in 1988, an advisory and investment firm where he continues to act as CEO today. He holds non-executive director appointments with ZeroRISC Inc., Wild Hydrogen Limited and The Suffolk Sur Mer Limited. David has over 15 years’ experience as an investment banker, having worked for Baring Securities, Salomon Brothers, Robert Fleming & Co., Challenger East and Crédit Lyonnais. His prior experience includes advisory roles at Thought Machine Limited, IQ Capital Partners LLP, The ScaleUp Institute and Marshall of Cambridge (Holdings) Limited. He has held non-executive directorships at DeepMind Technologies Limited, Accesso Technology Group plc, Ubisense Trading Limited, Amino Technologies plc and BGlobal plc. He was also chairman of Frontier Developments and acting CFO of Envisional Solutions Limited. David is an honorary fellow of the Royal Academy of Engineering.

Since June 2023, Rachel has been the CFO at the Co-op and is an executive director on the Co-op Group board where she has responsibility for finance, property and sustainability. An experienced board leader, Rachel has a strong background in financial stewardship and developing and leading teams through complex change to land strategic business outcomes. Rachel has over 30 years’ experience in consumer-facing and B2B businesses, including as CFO and CIO at Aer Lingus, where she played a key role in a successful turnaround of both the customer proposition and financial performance. She was also CFO of IAG Cargo, co-founding the business following the separation of the cargo operations of British Airways and Iberia. Earlier in her career, Rachel also held a range of senior airline leadership roles across Australia, Asia and North America. Rachel holds an honours degree in Astrophysics from Birmingham University and is also a chartered management accountant.

Chris is an angel investor focused on deep tech. He is a venture partner at Entrepreneur First and a former trustee of the Raspberry Pi Foundation. Chris was a co-founder and chief technology officer of Metaswitch Networks, a cloud-based communications company backed by Sequoia Capital and Northgate Capital, which was acquired by Microsoft in 2020. He was also chairman of Magic Pony Technology until its acquisition by Twitter in 2016. Chris is a fellow of the Royal Academy of Engineering and an honorary fellow of Churchill College, Cambridge, and was awarded a CBE in 2014.

Dan serves as the Director nominated by the Raspberry Pi Foundation. He is a former trustee of the Raspberry Pi Foundation, and the chief executive and a member of the board of The Crown Estate, a £15 billion business, acting in the national interest across its urban, rural and marine portfolio. Prior to The Crown Estate, Dan held a number of positions at the global property and infrastructure group Lendlease, including group chief operating officer and chief executive officer, international operations. Dan has previously served as a director of the Green Building Council of Australia and as chair of the UK Green Building Council. Dan holds a first class honours degree in Engineering from the University of Technology Sydney, a Master’s in Business Administration from the University of New South Wales and a Master’s in Computer Science with Distinction from the University of Bath.

3 David Gammon joined the Sustainability Committee effective November 2025.
4 Christopher Mairs stepped down from the Remuneration Committee effective November 2025.

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Raspberry Pi Holdings plc Annual Report and Accounts 2025

Audit and Risk Committee	Nomination Committee	Remuneration Committee	Disclosure Committee	Sustainability Committee
Committee Chair

UK Corporate Governance Code 2024

The Board confirms that, for the financial year ended 31 December 2025, the Company has complied with all of the provisions of the UK Corporate Governance Code 2024 (the “Code”). Details of how the principles of the Code have been applied can be found throughout this Corporate Governance Report, the Strategic Report and the Committee reports signposted below. During the year, the Board and its Committees have spent time considering and preparing for the new requirements under Provision 29 in order to ensure the Company’s continuing compliance. The Code is available in full at www.frc.org.uk.# Corporate governance framework

The Board has overall responsibility for governance within the Group. The Board has established a governance framework to support the development of good governance practices across the Group. A summary of our governance framework is outlined in the illustration on the right. The Board delegates certain responsibilities and authorities to its Nomination, Audit and Risk and Remuneration Committees. Further details of the work, role and responsibilities of these Committees are provided in their separate reports. Each of the Committees has Terms of Reference which were reviewed by the Committees and the Board during the year. The performance of each of the Committees is assessed annually as part of the performance review process (see page 61).

Board composition and responsibilities

The Board is composed of eight members: two Executive Directors and six Non-Executive Directors. Two Non-Executive Directors are female. The Board has assessed the independence of the Non-Executive Directors and determined all but one are independent in character and judgement and free from any business or other relationship that could materially interfere with their independent judgement. In accordance with the Code, all Directors will submit themselves for re‑election at the next AGM on 4 June 2026.

The Board is responsible for promoting the long-term sustainable success of the Group, generating value for shareholders and contributing to wider society. The Board develops and approves the Group’s strategy and aims, and monitors financial and operational performance against agreed plans and targets. The Board has established the Group’s purpose, values and strategy and is responsible for ensuring that these and the Group’s culture are aligned. The Group’s strategy and business model are set out on pages 17 and 18 and detail how the value is generated through its operations and the value chain and for the benefit of its stakeholders. Full details of the Board’s Terms of Reference and matters and responsibilities reserved for the decision of the Board are outlined on the Group’s website, https://investors.raspberrypi.com

Division of responsibilities

The Board

• Providing overall leadership of the Group and establishing a robust governance framework that supports the aims of the Group
• Setting the Group strategy and monitoring progress against strategic objectives
• Promoting and monitoring the Group culture
• Overseeing the systems of internal control and risk management
• Approving and reviewing the Group’s performance against business plans and budgets
• Approving the Group’s financial statements
• Ensuring effective engagement with stakeholders to inform the Board’s decision making
• Monitoring the activities of the Sustainability Committee (a subcommittee of the Board)

Biographies of each Director can be found on pages 56 and 57.

Audit and Risk Committee

• Monitoring the financial integrity of the Group’s financial statements.
• Reviewing of internal financial controls.
• Monitoring the effectiveness of risk management.
• Monitoring and reviewing the external audit process.

Nomination Committee

• Determining the composition and make-up of the Board of Directors and the Board Committees.
• Evaluating the balance of skills, experience, independence and knowledge of the Board.
• Leading the process for Board appointments.

Remuneration Committee

• Making recommendations on the Company’s Remuneration Policy.
• Determining the individual remuneration and benefits package of the Executive Directors and the Company Secretary.

Disclosure Committee

• Ensuring timely and accurate disclosure of all information that is required to be so disclosed to the market to meet the legal and regulatory obligations.

Senior Management Team

Comprising: Chief Executive Officer and Founder, Chief Financial Officer, Chief Technical Officer (Hardware), Chief Commercial Officer, Chief Technical Officer (Software), Director of Communications, General Counsel and Company Secretary, and Head of Business Development. We appointed a Chief Operating Officer in March 2026. See the Group’s website https://investors.raspberrypi.com/leadership for further details of the Senior Management Team.

• Reporting to the Board and responsible for operational management of the Group.
• Implementing the strategy set by the Board and monitoring financial and operational performance against KPIs.
• Identifying and managing risks that may prevent the Company from achieving its aims and implementing controls and procedures to mitigate potential risks.

Corporate governance report 58 Raspberry Pi Holdings plc Annual Report and Accounts 2025

Individual Board roles and responsibilities

Non-Executive Chair
* Ensuring the overall effectiveness of the Board and that it is forward looking and considers important issues facing the Company, emphasising strategy, performance, value creation, culture, stakeholders and accountability.
* Promoting a culture of openness and debate and facilitating effective contribution of Non-Executive Directors.
* Upholding high standards of corporate governance in compliance with the Code.

Senior Independent Director (“SID”)
* Providing a sounding board for the Chair. Serving as an intermediary for the other Directors and shareholders if they have concerns that are not resolved through normal channels.
* Leading the Chair’s annual appraisal.

Chief Executive Officer
* Managing the Group on a day-to-day basis.
* Developing and proposing the strategy, annual budget and business plan and commercial objectives to the Board.
* Taking responsibility for all executive decisions, operational management, strategic execution and performance.
* Leading the Senior Management Team.
* Setting and upholding the Group culture.
* Leading on investor relations activities.

Chief Financial Officer
* Financial performance of the Company.
* Maintaining appropriate financial controls on a day-to-day basis.
* Supporting the CEO on investor relations activities.

Non-Executive Directors
* Providing objective and constructive challenge to the Board and Senior Management Team.
* Support in developing strategy, drawing on their broad industry experience.
* Objective scrutiny of financial and operational performance and risk management.

Foundation appointed Director
* Non-executive representative of the Foundation, through the Controlling Shareholder, appointed pursuant to the terms of the Relationship Agreement.

Board meeting focus in 2025

During 2025 the Board has focused on the following:
* continuing the development of the Group strategy and the review and approval of the Group’s budget;
* reviewing the performance and financial position of the Group;
* reviewing the risk management framework and embedding of controls and processes appropriate to a listed company;
* reviewing the impact of macro-economic factors on the business;
* regularly reviewing the engagement programme and feedback from shareholders and stakeholders;
* reviewing key compliance policies including the business ethics framework, whistleblowing, modern slavery, and anti-corruption and bribery;
* looking at business development; and
* regularly reviewing reports on the technology roadmap of the business.

Corporate governance report continued 59 Raspberry Pi Holdings plc Annual Report and Accounts 2025

Board and Committee activities

The Board held eight meetings during the year to December 2025. Attendance at these meetings and at scheduled Committee meetings is as follows:

Director	Board	Audit and Risk Committee	Nomination Committee	Remuneration Committee	Disclosure Committee
Martin Hellawell	8/8	—	1/1	1/1^1	2/2
Eben Upton	8/8	—	—	—	2/2
Richard Boult	8/8	—	—	—	2/2
Sherry Coutu	8/8	5/5	—	4/4	—
David Gammon	8/8	5/5	1/1	—	—
Rachel Izzard	8/8	5/5	—	4/4	—
Christopher Mairs	8/8	—	1/1	3/3	1
Daniel Labbad	7/8	—	—	—	1

^1 Martin Hellawell joined the Remuneration Committee and replaced Christopher Mairs from November 2025.

Culture and responsibility

The Board recognises that the tone and culture it sets impact all aspects of the Group, the value our stakeholders place on the Group and our brand equity. The Group boasts an outstanding management team with over 150 years of collective experience. This has created an exceptional culture recognised for innovation, creativity and autonomy, without unnecessary constraints from corporate policies and structures. Management fosters an environment where employees feel valued and entrepreneurial mindsets are rewarded. There is a minimal hierarchy, and diverse thoughts and viewpoints are encouraged. Our employee retention is a testament to the Group’s culture and ethos.

We strive to hire employees and work with partners who have strong ethical standards. We have up to date policies, including anti‑corruption and anti-bribery policies, and provide ongoing training to support our employees in high standards of business conduct. We are a values-led organisation and aspire to treat one another, and all our stakeholders, with respect and dignity.

All members of the Board have regular opportunities to engage directly with employees and partners in formal and informal forums. They make frequent visits to our head office for formal internal presentations and have the opportunity to attend team lunches in Cambridge, allowing them to assess the Group culture. The Board believes its current approach is sufficient for its members to have a good understanding of the Group culture and workforce views, and that this approach addresses the requirement to engage with employees under Provision 5 of the Code. The Board recognises that maintaining and fostering this culture and these values is critical to the Company’s continued success and that its current approach may face challenges as the business scales. Therefore, the Board will continue to review its engagement mechanisms.### Whistleblowing policy

The Company’s whistleblowing policy exists to provide employees a mechanism whereby they may, in confidence, raise concerns relating to improprieties carried out by Directors, colleagues or the Group as a whole. The policy applies to all employees, who, in addition to receiving training on our Code of Ethics and the whistleblowing policy, are required to confirm they have read and understood the Group’s expectations concerning ethical behaviour and the procedure by which they can raise an anonymous concern.

Shareholder engagement

Shareholder engagement is a matter reserved for the Board. The Board is committed to effective engagement with and encouraging participation from shareholders and stakeholders on an ongoing basis. The Board seeks to have a clear understanding of the views of shareholders and the Group’s other key stakeholders and considers them in Board discussions. Details of the shareholder engagement activities are set out on pages 22 and 23. Since the IPO in June 2024, the Board has embedded an ongoing investor relations programme to foster open and active dialogue with the Company’s shareholders.

Appointment and election

All members of the Board stood for re‑election at the AGM in June 2025 and were all successfully reappointed. There have been no changes to the composition of the Board during the year to 31 December 2025. Due to other commitments, Christopher Mairs stepped down from the Remuneration Committee and was replaced by Martin Hellawell in November 2025.

The Company previously engaged external law firm Linklaters to advise on the independence of the Non-Executive Directors. All but one Non-Executive Director is determined by the Board to be independent in character and judgement.

Board succession and diversity

Board succession planning is focused on ensuring the right mix of skills and experience on the Board. All new appointments are based on merit, keeping in mind that we need a Board which is diverse and inclusive in relation to skills, experience, gender, background, personal strengths, tenure and relevant experience. 25% of the Board is female. This is a factor the Board will consider when making future appointment decisions. More information can be found in the Nomination Committee Report on page 66.

Keeping informed

All Board members receive agendas and papers distributed one week ahead of scheduled Board meetings. These include reports from the Executive Directors, other members of the Senior Management and external advisers. Reports from the Group Company Secretary update the Board on governance-related matters. The Non-Executive Directors are in regular and direct contact with the Executive Directors and other Senior Management outside of Board meetings, and can call upon them for additional information they may require ahead of formal meetings. All Directors have access to independent professional advice, at the Company’s expense, where they judge it necessary to discharge their responsibilities as Directors.

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Induction

On joining the Board, all new Board members will be provided with a tailored induction programme, based on their experience, background and understanding of the Company’s operations and structure. The induction programme will include:
* background information;
* formal and informal meetings with operational directors, senior managers and the Chairs of each of the Board and its Committees;
* briefings with the Company Secretary, corporate brokers and external lawyers on the duties of a public company director;
* site visits; and
* access to historical governance documents and Board/Committee papers.

The induction process is intended to give new Directors a sound introduction into the Group’s activities, operations, strategy, culture and governance structure.

Board performance review

An internal Board performance review takes place annually and is led by the Chair. In 2025, the evaluation process took the form of an internal survey distributed to the members of the Board, with findings discussed at the Board and Nomination Committee meetings held in November 2025. The evaluation concluded that the Board had implemented the actions flowing from the 2024 Board performance review and is effective in discharging its duties, and that the Board meetings are effective. Collectively, the Board feels that all members make valuable contributions inside and outside of Board meetings, provide diverse views and respect each other’s contributions.

The evaluation of the Chair concluded that he performs well in his role, leads the Board effectively, ensures Board members work well together, brings clarity to complex and diverging issues, and makes a clear and positive impact for management and stakeholders. The evaluation of the Executive Directors concluded that they have adapted well to being leaders of a publicly listed company. The Board recognises the importance of continuing training, development, knowledge and support and mentorship. The evaluation also resulted in several recommendations, which are summarised in the table opposite. In addition to the internal evaluation, the Board intends to run an independent evaluation with the support of external advisers every three years, with the next one due in 2027.

Recommendation from FY 2025 Board evaluation	Actions for FY 2026
Review the structure and content of CEO reports	Review content to ensure there is balance between technological and other Company matters and to ensure content understandable for all Directors, regardless of their backgrounds.
Review the frequency of Board meetings	Review scheduled Board meetings to remove the February meeting and include a virtual meeting each July to close the gap between June and September Board meetings.
Build stronger relationships and cohesion within the Board	Facilitate relationship building and opportunities for interaction between Board members outside of meetings, e.g. dinners or other social events.
Encourage attendance at key stakeholder events such as the Partner (reseller) Conference	Notify the Board of the dates, timings and structure of the Annual Partner Conference well in advance to ensure Non-Executive Directors can attend.
Continue to evolve the approach to strategic risk and opportunities in Board meetings	Increase time allocated to reviewing and evaluating key strategic risks and opportunities, as well as risk appetite, in Board meetings and reduce time spent on minor risks. Develop a framework to assist with reviewing and monitoring strategic risks at Board meetings.
Increase strategic content of Board meetings	Review a list of strategic topics to prioritise and agree where the Board needs greater awareness and where it can add most value to the Senior Management Team.

Conflicts of interest and external appointments

There are no actual or potential conflicts of interest between any duties owed to the Company by the Directors and members of Senior Management and their private interests and/or other duties, and no arrangements or understandings with the Principal Shareholder, any other major shareholders, customers, suppliers or others pursuant to which any Director or member of Senior Management was conflicted.

The Board reviews any new potential conflicts of interest at each Board meeting and all interests and potential conflicts annually; such reviews are carried out in accordance with the Code, the Companies Act 2006, and, in respect of the Foundation nominated Director, the Relationship Agreement.

During the year, the Board approved the appointment of Sherry Coutu CBE to the board of Phoenix Group Holdings plc as chair of its remuneration committee with effect from 1 May 2025. After confirming that there were no conflicts of interest and considering the likely time commitments required to fulfil this role, the Board was satisfied that this appointment would not inhibit Sherry’s ability to continue effectively. Information on Controlling Shareholder(s) can be found in Note 30 to the financial statements.

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Rachel Izzard
Chair of the Audit and Risk Committee

“We are committed to maintaining the highest standards of corporate governance, ensuring our governance structure remains robust, effective and transparent as we embark on our journey as a public company."

Committee members

As at the date of this report, the Committee comprises three Independent Non-Executive Directors:
* Rachel Izzard (Chair);
* David Gammon; and
* Sherry Coutu CBE.

Overview

As Chair of the Audit and Risk Committee, I am pleased to present the Committee’s report for the year ended 31 December 2025. This report covers the Committee’s responsibilities and how it has discharged them over the year.

This was Raspberry Pi’s first full year as a public company following the successful listing on the Main Market in June 2024. The business have continued to make good progress in strengthening the finance team and embedding the processes, systems, controls and culture needed for a listed company with significant scale expectations, but without losing their unique identity. The positive conclusions of the FRC review of the 2024 Annual Report as well as the audit quality review of Grant Thornton’s work were pleasing evidence of the achievements in this journey. The appointment of an internal audit function is just one further example of the progress being made. Further details in respect of the reviews and internal audit are provided later on in this report. The Committee continues to support the team in this progress as well as providing it with appropriate challenge in its accounting judgements, and in the sufficiency of controls and reporting in respect of the business and financial risks to which it is exposed.# Audit and Risk Committee report

I would like to thank the Raspberry Pi team and all Committee members for their valuable contributions which support the work of the Committee.

Responsibilities

The Committee has been established by the Board primarily for the purpose of overseeing the accounting, financial reporting, internal control and risk management processes of the Company and the external audit of the Group’s financial statements. As a Committee, we are responsible for assisting the Board’s oversight of the quality and integrity of the Company’s external financial reporting and statements, and the Company’s accounting policies and practices, and we work to create a culture – both within the Committee’s work and Raspberry Pi more broadly – which recognises the work of, and encourages challenge by, the external auditor.

The Audit and Risk Committee of Raspberry Pi Holdings plc was formally established by the Board following completion of the listing process in 2024. The responsibilities of the Committee are to:

• ensure compliance with relevant financial reporting standards;
• maintain effective internal controls and risk management processes;
• facilitate transparent communication with the external auditor; and
• oversee the integrity of financial statements and disclosures.

Audit and Risk Committee meetings and activities

The Committee held five scheduled meetings in the year and in those meetings it reviewed key risks, internal control processes, accounting matters and the financial statements and disclosures included in the Group’s interim financial statements and full-year accounts. The Committee Chair met regularly with the Chief Financial Officer and Company Secretary, and separately with the external audit partner to discuss their reports and any other relevant issues.

As Committee Chair, I am available to engage with any shareholders who would like to discuss the work of the Committee, including the scope or effectiveness of the external audit. There have been no requests from shareholders in 2025 for any specific matters to be covered in the audit. I look forward to taking any shareholder questions at our forthcoming AGM in May 2026.

As part of its ongoing cycle of work in accordance with its Terms of Reference the Committee considers reports on compliance activities as well as fraud and whistleblowing reports. We also monitor the financial reporting and risk management procedures, discuss the Group’s control environment, review the work undertaken by the external auditor and consider any significant legal claims and regulatory issues in the context of their impact on financial reporting, each on a regular basis.

Other prominent themes in the Committee’s work throughout 2025 included:

• continued attention to the application of Raspberry Pi’s accounting policies, key judgements and key areas of estimation as described in the financial statements;
• development and implementation of controls and processes appropriate to a listed group. This included the creation of an internal audit function;
• review of the Group’s approach to compliance across products and with legal and regulatory requirements and the resourcing of these functions;
• focus on emerging developments in the regulatory landscape, including new or anticipated requirements relating to fraud prevention and internal assurance and control frameworks, in particular Provision 29; and
• consideration of the Group’s financial risk management in respect of hedging of relevant financial exposures and the Group’s management of liquidity in respect of the management of these risks.

The Committee also receives technical updates, including on matters such as accounting standards and the audit and governance landscape, and members are able to request specific or personal training as appropriate.

A crucial part of the Committee’s work is overseeing the external auditor, Grant Thornton, which was appointed as external auditor for the year-end audit. The Committee has reviewed the effectiveness and independence of Grant Thornton and recommends its reappointment at the Company’s 2026 AGM.

Additional meeting attendees

The Chair, Chief Executive Officer, Chief Financial Officer, Head of Finance, Group Financial Controller, General Counsel and Group’s auditor are invited to attend all meetings. The Group’s Internal auditor was invited to attend from the date of their appointment. Other executives and senior managers from the finance function and across the business also attend meetings during the year, as invitees of the Committee or to discuss particular items of business. This direct contact with key leadership augments the Committee’s understanding of the issues facing the business. In addition to the Committee’s formal meeting schedule, members meet as needed with the external auditor, Chief Financial Officer, Group Financial Controller and General Counsel in order to keep abreast of all relevant matters within the Committee’s remit.

Committee evaluation

During the year the Committee conducted an assessment of its performance for the first time in its listed company form. This assessment was conducted internally, with responses recorded anonymously. The assessment concluded that the Committee has operated effectively.

Financial reporting and policies

In March 2026, the Committee considered the 2025 preliminary results announcement and Annual Report and Accounts, including the financial statements, Strategic Report and Directors’ Report. The significant issues considered by the Committee relating to the 2025 financial statements are as follows:

Critical judgements and estimates

The Committee conducted thorough reviews of the critical judgements and estimates made by management in preparing the financial statements, focusing on their rationale, compliance with accounting standards, well‑documented assumptions and reliable data. The focus of the review was on ensuring appropriate policies, processes and judgements were applied in the Group’s first year as a public interest entity.

• Capitalisation of internal development costs: The Committee assessed the criteria for capitalising internal development costs related to pipeline products, ensuring compliance with IAS 38 “Intangible Assets”. It reviewed the capitalisation threshold and confirmed that costs were capitalised only when directly attributable, reliably measurable, and related to technically feasible and commercially viable new products. Management assessment also indicates that forecasted profit margins exceeded capitalised costs.
• Determination of cash-generating units (“CGUs”) for development projects: The Committee evaluated the identification of CGUs for impairment testing, ensuring alignment with IAS 36. It reviewed management’s determination that the semiconductor CGU encompasses the Group’s pipeline development activities, given the significant interdependencies within projects. The recoverable amount of the semiconductor CGU was assessed based on the collective earnings of products incorporating these developments.
• Useful economic lives (“UEL”) of intangible assets: The Committee reviewed management's assessment of UELs at initial recognition and the Group's policy of reviewing these at each reporting date. It considered and concurred with management's decision to revise the UEL of on-market semiconductors from six to eight years, reflecting updated assessments of expected future use and economic benefits, resulting in a $1.4 million reduction in the annual amortisation charge.
• Inventory provision: The Committee reviewed management’s approach to determining net realisable value, ensuring appropriate provisions for obsolescence, slow-moving stock and technological advancements. It assessed factors including market demand, pricing trends and projected sales volumes over a three-year period. The external auditor’s review confirmed the reasonableness of the inventory provision, which amounted to $6.6 million in 2025 (2024: $6.2 million). A 10% decrease in estimated future demand would increase the provision by $0.7 million.
• Taxation: The Committee reviewed the estimates made in determining taxable profit and the recognition of deferred taxes. Key estimates include assessing potential challenges from tax authorities and evaluating the recognition of Research and Development Expenditure Credit (“RDEC”) claims. The Committee reviewed these matters and agreed with management’s assessment of the variety of possible outcomes and its conclusion recognising that it is reasonably plausible that actual tax claims submitted could vary from the accounting estimate.
• Classification of transaction costs associated with the issue of shares: In 2025 the Company concluded further review and analysis which resulted in the recovery of a further $1.4 million in VAT incurred on fees for the listing in 2024. The Committee agreed that management’s treatment of these costs was appropriate.

Conclusion

The Committee, supported by Grant Thornton’s audit report, confirmed that these judgements were based on sound accounting principles which were consistently applied, and reflected appropriate levels of conservatism and risk management.

Going concern and viability

At each reporting date, management considers the factors relevant to support a statement of going concern included in Note 2.4 to the financial statements. The Committee reviews and challenges management’s conclusions so that we may, in turn, provide comfort to the Board that management’s assessment has been considered and challenged, and is appropriate.The Committee carefully reviewed management’s going concern conclusion based on the Group’s latest cash and debt position. Downside case assumptions, which incorporated sensitivity analysis and stress testing, were reviewed. In all cases, the Group retained a funding surplus, confirming the ability to meet firm commitments over the period to 30 April 2027 from the date of signing the financial statements. The Committee subsequently recommended to the Board that the Group continues to use the going concern basis in preparing its financial statements.

The Committee also reviewed and challenged management on the sensitivity analysis performed to support the Group’s viability statement, included in the Strategic Report on page 53. The viability statement review included assessing the impact of the principal risks identified by management. Following this challenge, the Committee recommended approval of the viability statement to the Board.

Fair, balanced and understandable reporting

In response to the Code’s Principle N, the Committee considered whether the 2025 Annual Report is fair, balanced and understandable. In making this assessment, we considered the following areas:

• the process for preparing the report, including the contributors, the internal review process, and how feedback is addressed throughout the process;
• the business review narratives presented; and
• the discussion of reported and underlying results throughout the report.

The Committee was satisfied that, taken as a whole, the Annual Report is fair, balanced and understandable. We reported this conclusion to the Board.

Risk assessment, assurance and integrity

A key role of the Committee is to provide oversight and support to the Board with regard to the integrity of the Company’s procedures for the identification, assessment, management and reporting of risk. In fulfilling its remit, the Committee remains mindful that effective risk management is essential to executing Raspberry Pi’s strategy, achieving sustainable shareholder value, protecting the brand and ensuring good governance.

During 2025, the Committee had oversight of management’s approach towards risk identification and monitoring. Raspberry Pi’s risk management approach has evolved in line with the structure of the business reflecting the small size of its operations and the close proximity of Senior Management to its operations. The Committee and Board regularly review and challenge the rigour of management’s risk scanning and challenge judgements being made in response to risks. The Committee considers that Raspberry Pi’s risk management approach is robust and proportionate, and facilitates a culture of accountability and ownership among business leaders with a particularly strong focus on operational risks.

Whilst the business leaders have a strong focus on operational risks, the Committee and Board have a more strategic approach to risk and its management. Our organisation prioritises risk governance at the highest level, led by the Board of Directors. The Board, often supported by the Audit and Risk Committee, is responsible for representing the interests of all stakeholders regarding risk matters. It oversees and approves the overall risk management strategy, defining the organisation’s risk appetite and ensuring effective governance of the risk environment by Executive Management. The Audit and Risk Committee operates under the Terms of Reference that outline its responsibilities and accountabilities in providing effective risk governance as delegated by the Board.

Internal audit

In 2024 the Committee reviewed the need for an internal audit function and concluded that with the growing size of the business’ operations and its increasing obligations as a public company, an internal audit function should be created in 2025. I am pleased to report that an outsourced internal audit function has been established and the team has undertaken a Risk Maturity Assessment of the business and has also completed its first internal audit.

Detailed updates providing an insight into the results of the audit and Risk Maturity Assessment were provided to the Committee. The internal audit plan is approved by the Committee annually. A programme of two to three internal audits will be undertaken each year, with detailed updates provided to the Committee at each meeting.

Audit and Risk Committee compliance statement

The Audit and Risk Committee ensures high standards of corporate governance and financial oversight, operating under formal Terms of Reference aligned with the UK Corporate Governance Code and the FRC Minimum Standard for Audit Committees and Audit Quality. In line with the FRC Minimum Standard, the Committee has:

• Financial reporting and internal controls: Reviewed the integrity of the financial statements, assessed critical estimates and judgements and ensured appropriate application of accounting policies.
• External audit oversight: Evaluated the auditor’s effectiveness and objectivity, overseeing the audit process and tendering approach. Considered auditor independence given the lead audit partner’s role with the Principal Shareholder for the first half of 2025. Concluded that safeguards were sufficient to mitigate independence concerns. As of October 2025, the Principal Shareholder has changed auditor, thereby removing the conflict and subsequent need for ongoing safeguards in this specific respect.
• Reporting: Documented and reported its activities. There have been no shareholder requests regarding audit scope.
• Whistleblowing and fraud prevention: Monitored the Group’s whistleblowing, fraud prevention and internal controls to uphold financial integrity.
• Audit quality and challenge: In alignment with these standards, the Audit and Risk Committee proactively enhanced its practices throughout the year. Key steps included:
  • conducting a thorough review of responsibilities concerning external audits to ensure fair management of non-audit relationships and to promote diverse auditor selection;
  • utilising Audit Quality Indicators to evaluate the effectiveness of the audit process, focusing on measurable outcomes; and
  • documenting activities in compliance with the new and proposed UK Corporate Governance Code.

The Audit and Risk Committee has conducted an evaluation of the external audit process, assessing the effectiveness, independence, and quality of work performed by Grant Thornton. This evaluation incorporated feedback from both management and Committee members to ensure an objective and thorough assessment. The Committee has reviewed its performance and, following due consideration, recommends its reappointment at the May 2026 annual general meeting.

The Committee confirms it has fulfilled its responsibilities under the FRC Minimum Standard, reinforcing the Group’s commitment to robust audit quality and governance. During the year, Grant Thornton’s non-audit fees were $0.1 million, for services related to the review of the interim accounts for the six months to 30 June 2025 as required by the UK Listing Rules (“UKLR”). To safeguard independence, the Committee implemented stringent measures, including pre-approval processes for all non-audit services, fee caps for non-audit services, and use of separate teams to mitigate potential conflicts of interest.

Audit quality review and FRC comment letter

The FRC reviewed our Annual Report and Accounts for the year ended 31 December 2024. The FRC Audit Quality Review (“AQR”) team also inspected Grant Thornton’s audit of our financial statements. Based on its review of our Annual Report and Accounts, the FRC had no questions or queries to raise, which is a good achievement given it was the Company’s first Annual Report since listing. The FRC did note a number of items in the accounts where further disclosure would be beneficial and one item which was a requirement and we have included those in this Annual Report. The AQR inspection of the external auditor resulted in an assessment of “limited improvements required” with no key findings and we will provide any necessary support to our auditor in this regard. The Committee and management would like to take the opportunity to thank the FRC for its constructive feedback.

Process for audit rotation and tender

The Committee will conduct an audit services tender at least every ten years to ensure the independence of the external auditor is safeguarded. The Company was formed in March 2024 and accordingly expected that the next tender process will take place at the latest in 2034. When considering the appropriate time to conduct an audit tender, the Committee takes into account the benefit of an incumbent firm with deep knowledge of the Group’s operations enabling an efficient and high-quality audit, the independence and objectivity of the appointed auditor and audit partner and the results of the assessment of audit effectiveness.

The current audit partner has been the auditor of the Group’s trading subsidiary for five years (including December 2025) and will therefore rotate off the audit following the year ended December 2025. A new audit partner has been appointed for the audit of the year ending 31 December 2026. The Committee confirms it was in compliance with the provisions of The Statutory Audit Services for Large Companies Market Investigation (Mandatory Use of Competitive Tender Processes and Audit Committee Responsibilities) Order 2014 during the financial year ended 31 December 2025. The Committee is satisfied that these measures have effectively maintained the independence of the external auditor.### UK Corporate Governance Code update

In January 2024, the FRC released an updated UK Corporate Governance Code, with implementation set for the year ended 31 December 2025 for most provisions. Enhanced internal control requirements (“Provision 29”) will be effective for the year ending 31 December 2026. The Audit and Risk Committee has collaborated with management to define the scope of material internal controls and determined the extent of internal attestation work necessary to support the Board’s declaration of control effectiveness, leveraging its established controls programme. Good progress has been made to support the required attestation for the year ending 31 December 2026. This comprehensive approach not only aims to meet regulatory expectations but also strives to build trust with stakeholders through enhanced governance practices.

Conclusion

The Committee’s work ensures that the Company’s governance structure is robust, effective and transparent. We are committed to maintaining the highest standards of corporate governance as we embark on our journey as a public company.

Rachel Izzard
Chair of the Audit and Risk Committee
30 March 2026

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Raspberry Pi Holdings plc Annual Report and Accounts 2025

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Martin Hellawell Chair of the Nomination Committee

“We are focused on ensuring that the Board continues to have the right mix of experience, knowledge and diversity to guide the long-term strategy and success of Raspberry Pi.”

Committee members and attendance

• Martin Hellawell (Chair);
• Christopher Mairs CBE; and
• David Gammon.

All Committee members are Non-Executive Directors who satisfy the requirements for independence under the Code. The Committee met once during 2025 with all members in attendance. The meeting was also attended by other members of the Board and the Company Secretary. In addition to the formal meeting, there were regular informal discussions on succession planning and appointments at the Senior Management Team level.

Role and responsibilities of the Nomination Committee

The Nomination Committee assists the Board of Directors in determining the composition of the Board and the Board Committees, and the Chair of each Board Committee. It is also responsible for periodically evaluating the balance of skills, experience, independence and knowledge on the Board of Directors. It leads the process for Directors’ appointments and makes recommendations to the Board, taking into account the challenges and opportunities facing the Company in the future. The Nomination Committee is responsible for the following key activities:

• regularly reviewing the structure, size and composition of the Board;
• putting in place and keeping under review Board succession plans;
• considering and reviewing the Board’s policy on diversity;
• ensuring that appointments and succession plans are based on merit and objective criteria;
• making recommendations on the composition of the Board Committees;
• reviewing annually the time required from Non-Executive Directors;
• reviewing the results of the Board evaluation process and its own performance;
• ensuring that new Directors receive a full, formal and tailored induction; and
• reporting to the Board after each meeting on all matters within the Committee’s duties and responsibilities.

Activities during 2025

Last year we reported that Chris Mairs intended to retire from the Board in September 2025. I am delighted to confirm that Chris subsequently decided to continue on the Board. As a result the composition of our Board has been stable over the year. Due to his other commitments, Chris has decided to step down from the Remuneration Committee effective November 2025, and the Board has appointed Martin Hellawell to the Remuneration Committee in his stead.

The Committee has focused its efforts on evaluating the Board’s performance, implementing the recommendations from the 2024 Board performance review, and reviewing the composition of the Committees.

Annual Board and Committee performance review

A formal internal evaluation of the Board and Committees was undertaken in October 2025. The Directors were asked to complete a comprehensive questionnaire anonymously to rate the effectiveness of the Chair, the Board and the Committees and submit feedback. The results were then discussed at the November Board meeting. Further details on the performance review and the results can be found in the Corporate Governance Statement on page 61. The Audit and Risk Committee carried out a similar in-depth evaluation of its own performance, further details of which can be found on page 63.

Annual review of Committee’s Terms of Reference

The Committee’s Terms of Reference were reviewed by the Board in November 2025 and remained unchanged.

Key activities planned for 2026

The Committee’s focus areas for 2026 are:

• monitoring the implementation of the recommendations from the 2025 Board evaluation;
• developing a framework for reviewing strategic risk at Board meetings;
• overseeing the recruitment of a successor to the CFO;
• evaluating training needs for Executive and Non-Executive Directors; and
• reviewing the diversity policy.

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Board composition and succession planning

Board succession planning is focused on ensuring the right mix of skills and experience on the Board. taking into account our commitment to diversity. All new appointments are based on merit, keeping in mind that we need a Board which is diverse and inclusive in relation to skills, experience, gender, background, personal strengths, tenure and relevant experience. Women represent 25% of the Board at the year end which is below where we would like to be. Diversity is a factor the Board will consider when making future appointment decisions. We satisfy the Parker Review recommendations to have at least one board director from an ethnic minority background.

At the end of October, the Company announced that Richard Boult would be stepping down as the Chief Financial Officer and as an Executive Director of the Board during 2026. Richard joined Raspberry Pi in 2019 and was instrumental in establishing many of our key financial and strategic partnerships, strengthening our banking relationships, and helping to guide us through our IPO in June last year. The Committee engaged the experienced external search agency, Teneo to help it identify and assess a diverse pool of candidates with attributes that meet the role specification. The search process to identify Richard’s successor is well advanced and we will update the markets as soon as that process is concluded. We will reflect on the Board and Committee composition during 2026 and the existing skills, experience and diversity of the Board will be taken into account when evaluating candidates to succeed Richard.

Diversity and inclusion

As a Company, we value diversity and I am pleased to report that our Board comprises members from very different social backgrounds and upbringings, as well as a broad range of different personality types, skill sets and experience. One Board member self-identifies as being of multiple ethnic groups; five members identify as being neurodivergent or having a disability. While only two out of eight members of the Board are female they both chair key Committees of the Board: Sherry Coutu is SID and Chair of the Remuneration Committee and Rachel Izzard is Chair of the Audit and Risk Committee.

We believe the current composition and size of the Board is in the best interests of the Company and other than appointing Richard’s successor in due course, a change would not be appropriate at this time. We recognise the importance of gender balance on the Board and are pleased to have taken part in the FTSE Women Leaders Review in 2025. We recognise we do not meet all levels of PLC board diversity recommendations and we are acutely aware of this. This is absolutely a factor the Board will consider when making future appointment decisions including in respect of a successor to the CFO and we strongly support diverse boards.

In accordance with diversity disclosures pursuant to UK Listing Rule 6.6.6R (9), the UK Financial Conduct Authority (“FCA”) requires listed companies to disclose in a prescribed format information on the diversity of their board and executive committee. The UK Listing Rules (“UKLR”) require listed companies to state whether they have met certain targets on board diversity. The information in the table below is at 31 December 2025, which is the date selected as the reference date. The targets for a listed company set out in the UKLR are that:

• at least 40% of the individuals on its board of directors are women;
• at least one of the following senior positions on its board of directors is held by a woman: the chair; the CEO; the CFO; or the SID; and
• at least one individual on its board of directors is from a minority ethnic background.

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Raspberry Pi Holdings plc Annual Report and Accounts 2025

Diversity on the Board and Committees

As at the reference date, the Board met two out of three of the above targets as set out in the tables below^1. The composition of the Board has not changed since the reference date. The Company surveyed its Board and Senior Management Team to ask them to confirm how they should be identified for gender and ethnic background, as well as information about their socio‑economic background, heritage, education and disability. The survey was voluntary and responses were received from each member of the Board and Senior Management which confirmed how they should be identified. The above data has been collated from those survey responses.### Review of independence

In line with the Code, during the year the Committee also reviewed the independence of the Non-Executive Directors and confirmed to the Board that it considers each of the Chair and the Non-Executive Directors to be independent in accordance with the Code other than Daniel Labbad, who serves as the Director nominated by the Foundation.

Re-election of Directors at the AGM

In accordance with the provisions of the Code, all Directors will retire at the forthcoming AGM of the Company and the Board has recommended their reappointment. In reaching its decision to recommend reappointment, the Board acted on the advice of the Committee. The Committee is satisfied that all the Directors devote sufficient time to their duties and demonstrate commitment to their roles.

Martin Hellawell
Chair of the Nomination Committee
30 March 2026

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68 Raspberry Pi Holdings plc Annual Report and Accounts 2025

	Number of Board members	Percentage of the Board	Number of senior positions on the Board (CEO, CFO, SID and Chair)	Number in Senior Management	Percentage of Senior Management	Number of employees	Percentage of employees
Men	6	75.0%	3	6	71.5%	99	68.0%
Women	2	25.0%	1	2	28.5%	47	32.0%
Not specified/prefer not to say	—	—	—	—	—	—	—

• Number of employees excludes members of the Senior Management.

	Number of Board members	Percentage of the Board	Number of senior positions on the Board (CEO, CFO, SID and Chair)	Number in Senior Management*	Percentage of Senior Management
White British or other White (including minority-White groups)	6	75.0%	3	7	85.7%
Mixed/multiple ethnic groups	1	12.5%	—	—	—
Asian/Asian British	—	—	—	—	—
Black/African/Caribbean/Black British	—	—	—	—	—
Other ethnic group	—	—	—	—	—
Not specified/prefer not to say	1	12.5%	1	1	14.3%

• “Executive Management” is defined using the prescribed definition in the UK Listing Rules. This is defined as the most senior executive or managerial body below the Board. At Raspberry Pi, this is the Senior Management Team (“SMT”), which has day-to-day responsibility for the operation of the business. The SMT includes the Executive Directors.

Sherry Coutu CBE
Chair of the Remuneration Committee

“We are focused on ensuring that our remuneration policies and practices attract, retain and motivate exceptional talent, reward market outperformance and deliver sustainable growth for our shareholders.”

Committee members
• Sherry Coutu CBE (Chair);
• Christopher Mairs CBE; and
• Rachel Izzard.

Statement by the Chair of the Remuneration Committee

On behalf of the Board, I am delighted to present the Directors’ Remuneration Report for Raspberry Pi Holdings plc for the year ended 31 December 2025, our first full year as a listed company.

At the AGM in May 2025, the first Directors’ Remuneration Report and Directors’ Remuneration Policy received strong support from shareholders, with 99.97% of votes in favour of the Directors’ Remuneration Report and 99.93% of votes in favour of the Directors’ Remuneration Policy. I would like to thank shareholders for their support on these resolutions.

Performance context

The business has delivered a strong performance in the year, with demand patterns returning to normal and continued progress in delivering our long-term strategy. The focus for 2025 was on consolidating and refining the product offering, strengthening our portfolio and delivering improvements in response to customer feedback. This focus on the fundamentals is reflected in the strong financial results. Revenue for the year increased to $323.2 million (2024: $259.5 million) with adjusted EBITDA increasing to $46.4 million (2024: $37.2 million), both growing by over 20%.

Strong performance was particularly driven by robust demand through Q4 2025, alongside higher gross profit per board, itself reflecting successful navigation of increased memory costs. We continued to manage the business prudently, while investing in areas that support sustainable, long-term growth.

Other highlights include:
• increasing adjusted operating profit by 35% compared to last year to $35.9 million (2024: $26.5 million);
• increasing total unit sales by 9% to 7.6 million units (2024: 7.0 million units); and
• increasing total partnership revenue by 24% to $430.0 million (2024: $346.0 million).

Innovation remains the foundation of our growth and in the year we launched 13 new products. We also reached an important strategic inflection point in 2025. For the first time, our semiconductor devices exceeded our SBCs and compute modules in unit volumes. This milestone represents a decisive step forward in our ambition to build Raspberry Pi as a two‑franchise business, combining our well‑established electronic products with a rapidly growing semiconductor platform.

Incentive outcomes for 2025

In 2025, the Company measured performance against a scorecard of key business performance metrics, with a 75% weighting on an adjusted operating profit target and 25% weighting on board unit sales. As with last year, the Committee ensured stretching targets were applied, reflecting our pay for performance ethos as a business. To reinforce this culture, we structure the bonus scorecard so that threshold achievement accrues from zero rather than a stepped payout level.

The strong performance of the business as described above meant that the bonus is due to pay out at 50.4% of maximum. This reflects that adjusted operating profit result of $35.9 million was between target and maximum. The 9% growth rate on board unit sales of 7.6 million units was below threshold and therefore no pay-out is due. Further details are set out on page 75.

CFO transition

As announced on 31 October 2025, Richard Boult will step down from his role as CFO in the second half of 2026 so that he can explore new opportunities. The Committee would like to thank Richard for his contribution to the business, not least the significant achievement of readying the business for its successful listing on the LSE in June 2024. A formal search process for Richard’s replacement is currently being undertaken and further details on the transition will be disclosed in due course.

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69 Raspberry Pi Holdings plc Annual Report and Accounts 2025

CFO transition continued

Recognising the transition, Richard will not be granted a 2026 LTIP award, but he will remain eligible for a 2026 bonus which will be pro-rated to reflect the period of 2026 that he remains in employment with the Company.

Implementation for 2026

In terms of how we will operate our pay framework in 2026, the Committee has approved a salary increase of 4% for both the Chief Executive Officer and Chief Financial Officer. This is in line with the approach being adopted for the wider workforce.

For the CEO, incentive opportunities will remain unchanged from last year:
• annual bonus opportunity of 150% of salary; and
• LTIP opportunity of 200% of salary.

Both awards will be subject to stretching performance measures. The annual bonus will continue to be based on adjusted operating profit (75%) and a strategic target based on board unit sales (25%). The targets that will apply are commercially sensitive and will be retrospectively disclosed in next year’s Annual Report.

The LTIP award granted to the CEO will continue to be based on cumulative adjusted EPS (67%) and relative TSR (33%) against the FTSE 250, excluding certain industries. Targets will be assessed over three years, and awards to Executive Directors will be subject to a two-year holding period in line with corporate governance best practice. More details on the targets that will apply for our LTIP awards are set out on page 72.

Concluding remarks

The Committee remains committed to ensuring that responsible decisions are made around pay. We welcome the views of our shareholders and will aim to represent these wherever possible in our proposals, while ensuring that our remuneration packages are fair and competitive. I look forward to your support on our Directors’ Remuneration Report at the forthcoming AGM.

Sherry Coutu CBE
Chair of the Remuneration Committee
30 March 2026

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70 Raspberry Pi Holdings plc Annual Report and Accounts 2025

Summary of Directors’ Remuneration Policy

Our Directors’ Remuneration Policy was approved by shareholders at our AGM held on 20 May 2025 with a vote of 99.93%. The below provides a summary of the Remuneration Policy. A full version of the Policy can be found on pages 72 to 81 of our Annual Report and Accounts 2024, available on the Company website.

Base salary

Purpose: Supports the recruitment and retention of Executive Directors of the calibre required to deliver the business strategy, with salary levels set to reflect the individual’s skills, knowledge, responsibilities and experience.
Operation: Reviewed annually and paid monthly in cash. Any increase will normally take effect from the start of the financial year.
CEO: £477,360
CFO: £371,280

Pension

Purpose: To provide competitive post-retirement benefits.
Operation: Executives can choose to participate in the Raspberry Pi defined contribution scheme, or receive a cash allowance. Pension contributions will be set in line with the average workforce pension contribution. For 2026 this rate will be 8% of salary.
CEO: 8% of salary
CFO: 8% of salary

Benefits

Purpose: To provide market competitive benefits.
Operation: The Company provides a range of market competitive benefits, which may include travel-related benefits, health benefits, income protection insurance, life assurance, and cover under the directors’ and officers’ liability insurance. Additional benefits may also be provided in appropriate circumstances, if required for business needs. In line with Policy

Element	Summary of Policy	2026 approach
Annual bonus	Purpose: To link reward to key targets to deliver the strategy.

CEO: 150% of salary
CFO: 150% of salary

LTIP Purpose: Motivates executives to achieve the Group’s longer-term strategic objectives. Operation: The maximum award level is 250% of salary. For 2026, an Executive Director 1 will receive a maximum opportunity of 200% of salary. Awards will vest subject to performance conditions, usually measured over a performance period of at least three years. Awards will normally be subject to an additional two-year holding period following vesting.

CEO: 200% of salary
CFO: No LTIP award given transition

Element	Summary of Policy	2026 approach
1	The current CFO will not receive 2026 LTIP awards reflecting the planned transition.

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Implementation of the Remuneration Policy in 2026

This section provides an overview of how the Remuneration Committee is proposing to implement our Remuneration Policy in 2026 for the Executive Directors.

Base salary

Salaries are paid in line with the Policy. The Remuneration Committee has applied a workforce-aligned salary increase for both Directors for 2026 of 4%.

	2026	2025	% increase
Eben Upton (CEO)	£477,360	£459,000	4.0%
Richard Boult (CFO)	£371,280	£357,000	4.0%

Pension

Both Executive Directors are entitled to receive a pension equivalent to 8% of their base salary, which may be payable as a cash allowance. This rate aligns to the rate offered to the wider workforce (based on the maximum contribution available to the UK workforce).

Benefits

Eben Upton and Richard Boult receive contractual benefits such as income protection insurance, life assurance, and cover under the directors’ and officers’ liability insurance, as well as other benefits available to the wider workforce. They may also receive reimbursement of business-related expenses should these arise in the year.

Annual bonus

The annual bonus plan opportunity for 2026 will largely be unchanged from 2025 with both Executive Directors being eligible for a maximum of 150% of salary. The annual bonus for 2026 will be determined by reference to a bonus scorecard aligned with the Company’s strategic priorities for the year ahead. The performance measures will remain unchanged from the prior year. As a reminder, the measures for the 2026 annual bonus are as follows:

Area of focus	Weighting
Financial: Adjusted operating profit	75%
Strategic: Number of unit boards sold	25%

The target ranges and the approach to performance determination are deemed to be commercially sensitive. However, it is anticipated that we will make retrospective disclosure of the guiding targets and performance against these in next year’s Remuneration Report. The Remuneration Committee has overriding discretion, where it believes it to be appropriate, to adjust any formulaic outcome. In the event of unforeseen corporate activity during the year, the Remuneration Committee would consider whether the performance targets should be adjusted to ensure that they remain appropriately challenging and would explain any such adjustments in next year’s Remuneration Report.

Bonus deferral

Under the Policy, bonus deferral typically applies to any earned annual bonus for the Executive Directors, with one-third of any annual bonus earned deferred into shares for a period of three years.

Long-Term Incentive Plan

Awards will be made in line with the Policy, with a value of 200% of annual salary. Awards will vest three years after grant and be subject to an additional two-year holding period. The proposed performance measures for the 2026 award are set out below. The LTIP award granted to the CEO will continue to be based on cumulative adjusted EPS (67%) and relative TSR (33%) against the FTSE 250, excluding certain industries. Targets will be assessed over three years, and awards to Executive Directors will be subject to a two‑year holding period.

Performance measure	% of award based on measure	Threshold 25% vesting	Max 100% vesting
Cumulative adjusted earnings per share (“EPS”)	66.6%	48c	58c
Relative TSR vs. FTSE 250 excl. Financial Services, Mining and Extraction and Investment Trusts	33.3%	Median	Upper quartile

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Raspberry Pi Holdings plc Annual Report and Accounts 2025

Implementation of the Remuneration Policy in 2026 continued

Long-Term Incentive Plan continued

The Committee believes these targets are stretching in the context of the Group’s strategy and reflect its ambitious growth targets as a business. Vesting will be calculated on a straight-line basis for performance between the threshold and maximum performance targets. The Remuneration Committee has discretion, where it believes it to be appropriate, to override any formulaic outcome arising from the LTIP. Typically, this will only be exercised in a negative direction. In assessing outcomes, the Committee will also be mindful of any risk of windfall gains.

Malus and clawback provisions may be operated at the discretion of the Remuneration Committee in respect of any cash and deferred share elements of the bonus, and LTIP awards. Malus/clawback can be operated up to four years following the start of the relevant bonus year for bonuses, three years from grant for Deferred Bonus Plan (“DBP”) awards and up to five years from the relevant date of grant for LTIP awards. These periods have been selected to reflect the risk profile of the business and market practice around typical recovery period lengths. The circumstances in which malus and clawback may be applied are set out in our Policy, which is included in last year’s Annual Report.

Non-Executive Director remuneration

The fees for the Non-Executive Directors and the Chair were set at Admission. The Company’s Non-Executive Director fee policy is to pay a basic fee for membership of the Board, and additional fees for the SID and chairing of a Board Committee. This reflects that these roles require additional responsibility and time commitment. Reasonable expenses and other benefits may also be provided. Additional fees may also be provided where additional duties are required to be performed by any Non-Executive Director.

Non-Executive Director fees are determined by the full Board except for the fee for the Chair of the Board, which is determined by the Remuneration Committee. No increases will be made to the Chair fee or additional fees for 2026 from the levels adopted at Admission. The NED base fee will increase by 4%, in line with the increase adopted for the wider workforce. The fees are set out below.

	2026 fees	2025 fees
Chair of the Board all-inclusive fee	£221,000	£221,000
Base Non-Executive Director fee	£60,320	£58,000
Senior Independent Director additional fee	£10,000	£10,000
Committee Chair additional fee	£13,000	£13,000
Investor relations contact additional fee	£13,000	£13,000

Audited information

The information provided in this section of the Remuneration Report up until the “Unaudited information” heading on page 76 is subject to audit.

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Raspberry Pi Holdings plc Annual Report and Accounts 2025

Single total figure of remuneration

The following table sets out the total remuneration for Executive Directors and Non-Executive Directors for 2025 and 2024.

		Salary and fees	Pensions	Benefits	Annual bonus	Admission Awards 2	Total fixed	Total variable	Total 3
Executive Directors
Eben Upton	2025	£459k	£37k	£2k	£347k	—	£498k	£347k	£845k
	2024	£358k	£29k	£1k	£54k	£561k	£387k	£616k	£1,003k
Richard Boult	2025	£357k	£29k	£2k	£270k	—	£388k	£270k	£658k
	2024	£275k	£22k	£1k	£42k	£573k	£298k	£615k	£913k
Non-Executive Directors
Martin Hellawell	2025	£221k	—	£1k	—	—	£222k	—	£222k
	2024	£125k	—	—	—	—	£125k	—	£125k
Sherry Coutu	2025	£81k	—	—	—	—	£81k	—	£81k
	2024	£46k	—	—	—	—	£46k	—	£46k
David Gammon	2025	£71k	—	£2k	—	—	£73k	—	£73k
	2024	£48k	—	—	—	—	£48k	—	£48k
Rachel Izzard	2025	£71k	—	—	—	—	£71k	—	£71k
	2024	£41k	—	—	—	—	£41k	—	£41k
Christopher Mairs	2025	£71k	—	£2k	—	—	£73k	—	£73k
	2024	£41k	—	—	—	—	£41k	—	£41k
Daniel Labbad	2025	£58k	—	—	—	—	£58k	—	£58k
	2024	£33k	—	—	—	—	£33k	—	£33k

1 Pensions/benefits –In 2025, Eben Upton and Richard Boult received a pension allowance worth 8% of salary (equivalent to the UK wider workforce) and benefits worth £2k each.
2 LTIP – Admission Awards – This reflects the fair value of the Admission Awards which were granted to both Executive Directors at listing. Awards will normally vest on the third anniversary of grant and the details of the grant are set out below. As determined by the Remuneration Committee, Richard Boult’s Admission Awards will vest on his leaving date.
3 Total remuneration of Directors in respect of 2025 is £2,081k with the amount attributable to the highest paid Executive Director being £845k.

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Raspberry Pi Holdings plc Annual Report and Accounts 2025

FY 2025 annual bonus – Summary of performance

The maximum annual bonus opportunity for the Executive Directors in 2025 was 150% of salary for both Executive Directors. Targets for the annual bonus were aligned with strategic priorities for the year, being based on an adjusted operating profit (75%) target and an SBC and compute module unit sales (25%) target. Performance measures and targets applying to the 2025 annual bonus, along with performance achieved, are set out below.Threshold vesting accrues from 0% of the available award (this is below the level available under the approved Policy of 25%, demonstrating Raspberry Pi’s commitment in practice to ensuring incentive pay-outs align with outperformance). Based on the performance against the pre-set and stretching targets, the Committee approved an out-turn of 50.4% for both Directors. Bonus deferral will apply to Eben Upton in line with the Policy. Under the Policy, one-third of the earned bonus is deferred into shares for a period of three years. Recognising Richard Boult’s planned departure from the business in 2026, and in accordance with the discretion afforded it under the Policy, the Remuneration Committee has determined that Richard’s bonus will be paid in cash. The Committee recognises that Richard remains highly aligned with shareholders through his material shareholding as displayed in the table of shareholdings of Executive Directors.

Performance measure	Proportion	Threshold 0% vesting	Target 50% vesting	Maximum 100% vesting	Achieved % vesting
Adjusted operating profit	75%	$33.0m	$34.7m	$38.2m	$35.9m 69%
SBC and compute module unit sales	25%	7.98m	8.40m	9.24m	7.6m 0%
Overall outcome					50.4% of maximum for both Directors

LTIP awards made in the year

During 2025, the Company made the first annual grant under the LTIP in accordance with the approved Remuneration Policy to both Executive Directors. When determining the Directors’ awards, the Committee took into account the prevailing share price at the time of grant being mindful of any risk of windfall gains.

Director	Date of award	Number of shares	Share price 1	Face value	Face value % of base salary	End of performance period
Eben Upton	14 May 2025	187,346	£4.90	£918k	200%	31 December 2027
Richard Boult	14 May 2025	145,714	£4.90	£714k	200%	31 December 2027

1 Awards have been calculated using a five dealing day average share price prior to grant of £4.90.

The targets for the above awards are as follows:

Performance measure	% of award based on measure	Threshold 25% vesting	Max 100% vesting
Cumulative adjusted earnings per share (“EPS”)	66.6%	42c	53c
Relative TSR vs. FTSE 250 excl. Financial Services, Mining and Extraction and Investment Trusts	33.3%	Median	Upper quartile

In line with the new UK Corporate Governance Code requirements, the Committee also confirms that there was no application of malus and clawback provisions in the reporting period.

Payments to former Directors

There have been no payments to former Directors or payments to Directors for loss of office during 2025. As set out above, the CFO, Richard Boult, will depart the business in 2026 to explore new challenges. Details on his departure will be disclosed in due course on the website and within next year’s Annual Report following his departure.

Statement of Directors’ shareholding and share interests

Executive Directors are expected to achieve a holding of shares worth 200% of salary. The Remuneration Committee reviews ongoing individual performance against this shareholding requirement at the end of each financial year. Both Executive Directors currently significantly exceed their minimum guideline meaning both Directors are well aligned with our shareholders. In line with best practice, the Company operates post‑cessation shareholding requirements, and the Directors must continue to hold 100% of their guideline for two years post-employment. Detail on the number of shares held by Directors as at 31 December 2025 is set out below:

Executive Directors	Number of shares held as at 31 December 2025 1	Shares owned outright 2	Admission Awards – market value options 3	Share ownership as a percentage of salary	Share ownership guidelines met?
Eben Upton	3,064,801	529,512	1,927%	Yes
Richard Boult	475,602	540,267	385%	Yes

Directors’ remuneration report continued 75 Raspberry Pi Holdings plc Annual Report and Accounts 2025

Statement of Directors’ shareholding and share interests continued

Non-Executive Directors	Number of shares held as at 31 December 2025 4	Shares owned outright	Share ownership as a percentage of Board fees
Sherry Coutu	54,305	196%
Martin Hellawell	75,751	103%
David Gammon	95,502	391%
Rachel Izzard	21,851	89%
Christopher Mairs 5	365	1%
Daniel Labbad	24,674	123%

1 For the purposes of determining the value of Director shareholdings, the individual’s 2026 salary/base fee and the share price as at 31 December 2025 have been used (£3.002 per share).
2 Between 31 December 2025 and 30 March 2026, Eben Upton has purchased 71,927 additional shares, taking his total shareholding, including that of his connected person, to 3,136,728. The shareholding for Richard Boult has not changed since 31 December 2025.
3 Awards are market value options granted on 11 June 2024. The exercise price was set at the offer price of £2.80.
4 Note that this includes shares owned by a connected person.
5 Christopher Mairs stepped down from his role as member of the Remuneration Committee in the year but remains Chair of the Sustainability Committee and a member of the Board. The Directors did not have any other share or scheme interests.

Unaudited information
The information provided in this section of the Remuneration Report is not subject to audit.

Performance graph and CEO remuneration table

The chart below compares the total shareholder return performance of the Company over the period from Admission to 31 December 2025 to the performance of the FTSE 250, as well as against our FTSE 250 TSR peer group for further information. The FTSE 250 Index has been chosen because Raspberry Pi has been a member of this index in the year, being promoted in September 2024 following our listing in June 2024. The base point in the chart for the Company equates to the offer price of 280 pence per share. The table opposite summarises the CEO single figure for total remuneration, annual bonus pay-outs and long‑term incentive vesting levels as a percentage of maximum opportunity over this period.

Performance vs. FTSE 250 Index and FTSE 250 TSR peer group Value (£)	FTSE 250	FTSE 250 – TSR	Raspberry Pi
10/06/2024
13/12/2024
31/12/2025

	2025	2024
CEO single figure of remuneration	£845k	£1,003k
Annual bonus pay-out (as a % of max)	50.4%	10%
LTIP vesting out-turn (as a % of max)	No award yet vested	No award yet vested

Percentage change in remuneration of the Board of Directors

The table below sets out the percentage change in salary, taxable benefits and annual bonus set out in the single figure of remuneration tables on page 74 paid to each Director in respect of the year ended 31 December 2024 and the year ended 31 December 2025, compared to that of the average change for employees. The larger percentage changes reflect the fact that performance targets linked to some payouts were achieved in 2025, most notably that linked to adjusted operating profit.

Executive Directors	Salary and fees	Benefits	Annual bonus
Eben Upton	28%	100%	556%
Richard Boult	30%	100%	555%
Average % change

Directors’ remuneration report continued 76 Raspberry Pi Holdings plc Annual Report and Accounts 2025

Percentage change in remuneration of the Board of Directors continued

Non-Executive Directors	Salary and fees	Benefits	Annual bonus
Martin Hellawell	77%	n/a	n/a
Sherry Coutu	76%	n/a	n/a
David Gammon	48%	n/a	n/a
Rachel Izzard	73%	n/a	n/a
Christopher Mairs	73%	n/a	n/a
Daniel Labbad	76%	n/a	n/a
Employee average	3%	76%	70%

CEO pay ratio

Raspberry Pi has below 250 UK employees and is therefore exempt from the legislative requirement to disclose a ratio between the remuneration of the CEO and UK employees; however, the Committee has decided to publish this information as a matter of transparency. For all employees, we have shown the pay ratio excluding the legacy LTIP arrangements given this does not give an accurate representation of the pay approach across the business. This aligns with the CEO single figure.

Year	Methodology	25 th percentile pay ratio	50 th percentile pay ratio	75 th percentile pay ratio
2025	A: Full employee pay calculation	17	10	5
2024	A: Full employee pay calculation	12	7	4

As shown, the pay ratio has increased from the prior year. This is due to 50.4% of the executive team performance bonus target being achieved in 2025. The increase also arises from the salary increases awarded only part way through 2024 to Directors, as a result of the company listing on the London Stock Exchange.

Relative importance of the spend on pay

The table below illustrates the total expenditure on remuneration in 2024 and 2025 for all of the Company’s employees compared to dividends payable to shareholders. Reflecting its business strategy, the business does not currently pay dividends.

	2025	2024
Total expenditure on remuneration	£20.0m	£15.0m
Dividends payable to shareholders/share buybacks	—	—

Consideration by the Directors of matters relating to Directors’ remuneration

The Remuneration Committee is chaired by Sherry Coutu CBE and comprised Rachel Izzard and Chris Mairs until 25 November 2025 when Chris Mairs stepped down and Martin Hellawell was appointed to the Remuneration Committee. Details of their attendance is set out on page 59. The Remuneration Committee met four times during 2025. Other attendees present at these meetings by invitation at various points were the CEO, the CFO, the Company Chair and the General Counsel. No individual took part in decision making when their own remuneration was being determined.

The Remuneration Committee is responsible for determining the Company Chair’s fee and all aspects of Executive Director remuneration as well as the determination of other Senior Management’s remuneration. The Remuneration Committee also oversees the operation of all share plans. Full Terms of Reference of the Remuneration Committee are available on our website at www.raspberrypi.com. During the year, the Remuneration Committee received advice from Deloitte LLP.Advice to the Committee included pay benchmarking and incentive design for which Deloitte LLP was paid £92,500. This was charged on a time and expenses basis. The Committee is satisfied that the advice it has received has been objective and independent. Deloitte was appointed following a competitive tender process prior to Admission. Deloitte LLP is a founding member of the Remuneration Consultants Group and, as such, voluntarily operates under the code of conduct in relation to executive remuneration consulting in the UK. Deloitte LLP also provided advice to the Company in relation to taxation services and the operation of its share plans.

Directors’ remuneration report continued 77 Raspberry Pi Holdings plc Annual Report and Accounts 2025

Workforce remuneration and engagement

The Committee is kept aware of the approach to remuneration across the business and takes this into account when determining the approach to Executive Director pay. The overarching reward strategy for the business is also discussed at the Committee. Raspberry Pi believes in broad participation in our equity plans, and therefore awards “Restricted Shares” on a broad basis across the business. At the November meeting, the Committee reviewed details on the approach to reward operated across the business to ensure they had insight and analysis on the broader workforce pay approach to guide their thinking.

Engagement with shareholders

The Remuneration Committee undertook significant engagement with shareholders as part of the development of the inaugural Remuneration Policy. This input guided the final design of the Policy, as described in last year’s Annual Report. The Committee will continue to engage with shareholders on key remuneration matters as they arise, and is committed to ensuring open and receptive dialogue with shareholders.

External Board appointments

Executive Directors are not entitled to accept a Non-Executive Director appointment outside the Company without the prior approval of the Board. Neither of the current Executive Directors currently holds any such appointment.

Dilution and use of equity

Awards under Raspberry Pi’s share plans can be satisfied using market purchased shares or newly issued shares. There are limits on the amount of shares that can be issued in any rolling ten-year period for the purposes of share awards. As disclosed at listing, Raspberry Pi has elected to apply a higher dilution limit in its share plans of 14% in ten years rather than the UK standard 10% in ten years to reflect that it competes for talent with US and international tech businesses where broad-based equity participation is common. Our current dilution usage, incorporating the anticipated grants in 2026, is 2.1%, meaning we have significant headroom of 11.9% against our dilution budget. While we principally intend to use issued shares for the purposes of share awards, we may also use market purchase shares where appropriate.

Statement of voting at AGM

The voting outcomes for the 2024 Remuneration Policy and 2024 Directors’ Remuneration Report were as follows:

	Votes for	% for	Votes against	% against	Total votes cast	Votes withheld (abstentions)
2024 Remuneration Policy	154,258,061	99.93%	100,525	0.07%	154,358,586	28,452
2024 Directors’ Remuneration Report	154,315,505	99.97%	45,721	0.03%	154,361,226	25,812

Sherry Coutu CBE
Chair of the Remuneration Committee
30 March 2026

Directors’ remuneration report continued 78 Raspberry Pi Holdings plc Annual Report and Accounts 2025

The Directors have pleasure in presenting their Annual Report and audited financial statements of the Group and the Company for the year ended 31 December 2025.

Information contained elsewhere in the Annual Report

The Directors’ Report contains certain statutory, regulatory and other information and incorporates, by reference, the Strategic Report, Corporate Governance Report, Directors’ Remuneration Report and financial statements included elsewhere in this document. Additional information which is incorporated by reference into this Directors’ Report, including information required in accordance with the Companies Act 2006 and the UK Listing Rule 6.6.1R, can be located as follows:

Disclosure	Location
Future business development	Page 12 of the Strategic Report
People, culture and employee engagement	Pages 22 and 23 of the Strategic Report and page 60 of the Corporate Governance Report
Directors who held office during the period and their responsibilities	Pages 56 and 57 of the Corporate Governance Report
Directors’ interests	Pages 75 and 76 of the Directors’ Remuneration Report
Details of long-term incentive schemes	Pages 72 and 73 of the Directors’ Remuneration Report
Greenhouse gas emissions	Page 40 of the SECR disclosures

The Strategic Report and the Directors’ Report together constitute the Management Report for the purposes of DTR 4.1.5R and DTR 4.1.8R.

Corporate details

Raspberry Pi Holdings plc (the “Company”) is a public limited company incorporated in England and Wales, with its registered office at 194 Cambridge Science Park, Milton Road, Cambridge, England CB4 0AB. The company number is 15557387.

Annual general meeting

The 2026 annual general meeting of the Company will be held on 4 June 2026 at 8:30am in Cambridge. The notice convening the meeting, together with details of the business to be considered and explanatory notes for each resolution, will be published separately and is available on the Company’s website.

Directors

The Directors of the Company who served during the year, and those appointed after the end of the financial year, are shown on pages 56 and 57. Details of the Directors’ interests in shares can be found in the Directors’ Remuneration Report on pages 75 and 76. During the year, no Director had any material interest in any contract with the Company or a subsidiary being a contract of significance in relation to the Company’s business.

Power of Directors

The Directors are responsible for the management of the business of the Company and may exercise all powers of the Company subject to applicable legislation and regulation and the Company’s Articles. The rules governing the appointment and replacement of Directors are set out in the Company’s Articles of Association. The Articles of Association may be amended by special resolution of the Company’s shareholders. A copy of the Articles of Association can be found on the Company’s website: https://investors.raspberrypi.com/ipo.

Directors’ indemnities and liability insurance

The Company’s Articles of Association provide, subject to the provision of UK legislation, an indemnity for Directors and officers of the Company in respect of liabilities they may incur in the discharge of their duties or in the exercise of their powers. Without prejudice, the Directors have the right to purchase and maintain insurance for the benefit of any person who is or was at any time a Director or Secretary of the Company or any person who is or was at any time a trustee of any pension fund or employees’ share scheme in which employees of the Group are interested. This includes insurance against any liability (including all costs, charges, losses and expenses in relation to such liability) incurred by or attaching to such person in relation to such person’s duties, powers or offices in relation to the Company, or any such pension fund or employees’ share scheme.

Directors’ report 79 Raspberry Pi Holdings plc Annual Report and Accounts 2025

Research and development

We prioritise in-house development with a small, highly skilled engineering team, releasing new core hardware every three to four years. During the year, our investment included the finalisation of the Raspberry Pi 500+, the ongoing development of Raspberry Pi 6 and related semiconductor products and further microcontroller variants. In accordance with IAS 38 “Intangible Assets”, internal development costs are capitalised when the criteria outlined in critical judgement 2.5.1 on pages 101 and 102 are met. Research and development costs were $22.5 million. These are the costs associated with the Group’s efforts to develop new products and are primarily made up of the labour and related costs remaining after capitalisation of allowable labour and related development costs, and the amortisation of such costs capitalised in prior periods. Increased investment in innovation, together with a higher proportion of projects that did not meet the Group’s capitalisation criteria, resulted in the value of development costs capitalised being broadly in line with the amortisation of previously capitalised costs.

Financial instruments and risk management

The Board regulates the use of free-standing derivatives (such as forward foreign exchange contracts) in accordance with established risk management strategies. At the year end, all financial instruments, except forward contracts measured at fair value through profit or loss (“FVTPL”), are measured at amortised cost; further information on financial instruments and risk management is given in Note 24 to the consolidated financial statements.

Results and dividends

The year’s results are set out in the Consolidated Statement of Comprehensive Income. The Directors are not recommending a final dividend for the financial year ended 31 December 2025.

Share capital

As of 31 December 2025, the Company’s share capital consisted of 193,582,149 ordinary shares in issue and 61,610,435 deferred shares, with a nominal value of 0.0025 pence. The deferred shares have no right to receive dividends or other distributions, no right to receive notice of, attend or vote at any general meeting of the Company and no right of redemption. During the financial year, the Company did not purchase any of its own shares. No shareholders have waived rights to dividends.# Major shareholders

As at 31 December 2025, the Company had been notified under the Disclosure and Transparency Rules (“DTR 5”) of the following notifiable interests in the Company’s issued share capital.

31 December 2025	Number of voting rights	Percentage of voting rights held
Raspberry Pi Foundation	90,326,121	46.66
Arm Technology Investments	16,252,185	8.40
Lansdowne Partners	13,933,481	7.20
Steve White Investment Management	8,000,000	4.13
Ezrah Charitable Trust	6,430,098	3.32

Between 1 January 2026 and 23 March 2026, being the latest practicable date before the publication of this report, the Company received a further notification under DTR 5, with changes to the following shareholdings:

	Number of voting rights	Percentage of voting rights held
Lansdowne Partners	15,162,865	7.83
Steve White Investment Management	8,607,078	4.44
Legal & General Investment Management	7,763,596	4.01

Shareholder and voting rights

All members who hold ordinary shares are entitled to receive notice of, attend and speak at any general meeting of the Company. Every member who is present in person or by proxy (who has been duly appointed) at the meeting shall have one vote, and on a poll every member who is present in person or by proxy shall have one vote for every share of which such member is the holder. The Notice of General Meeting specifies the deadlines for exercising voting rights and appointing a proxy.

Directors’ report continued 80 Raspberry Pi Holdings plc Annual Report and Accounts 2025

Shareholder and voting rights continued

The Company is not aware of any agreements between shareholders that may result in restrictions on the transfer of securities and voting rights. There are no restrictions on the transfer of ordinary shares in the Company other than certain restrictions imposed by laws and regulations (such as insider trading laws and market requirements relating to closed periods) and requirements of internal rules and procedures whereby Directors and certain employees of the Company are required to hold certain shares for a set period and also requires prior approval to deal in the Company’s securities.

Controlling shareholders

A “controlling shareholder” is defined in the UK Listing Rules (“UKLR”) as any person who exercises or controls, on their own or together with any person with whom they are acting in concert, 30% or more of the votes able to be cast on all, or substantially all, matters at general meetings of the Company.

As shown above as at 31 December 2025, the Raspberry Pi Foundation through its subsidiary Raspberry Pi Mid Co Ltd holds a 46.66% equity stake in the Group. Immediately before the IPO on 11 June 2024, the Group formalised a Relationship Agreement with the Foundation to uphold corporate independence. This agreement remains effective until the Foundation’s shareholding decreases below 10% or the Group’s shares are delisted. It stipulates that all transactions must occur on arm’s length terms and prohibits the Foundation from voting on matters affecting itself or engaging in actions that breach UKLR or compromise the Group’s independence.

The Ezrah Charitable Trust holds a 3.32% shareholding as at the year-end date. As disclosed to the takeover panel prior to the initial public offering in May 2024, the Group believes that Ezrah acts in concert with the Foundation. With a combined shareholding of 49.98%, a parallel Relationship Agreement with Ezrah was also executed on 11 June 2024.

The Foundation is entitled to nominate up to two Non-Executive Directors if its shareholding exceeds 25%, or one if it is between 10% and 25%. Currently, Daniel Labbad serves as the Director nominated by the Foundation. All other Board members were appointed without external influence and are regarded as independent.

Change of control and loss of office

The Company is not party to any significant agreements which take effect, alter or terminate solely upon a change of control of the Company. However, in the event of a change of control of the Company, Raspberry Pi Holdings plc’s Revolving Credit Facility will be subject to early repayment in full if a majority of the lending banks give written notice, or in part if a lending bank gives written notice following a change of control.

The Company’s share option plans and its Long-Term Incentive Plan contain provisions regarding a change of control. Outstanding options and awards may vest on a change of control, subject to the satisfaction of any relevant performance conditions.

Directors’ service contracts are terminable by the Company on giving one year’s notice. There are no agreements between the Company and its Directors or employees providing for additional compensation for loss of office or employment (whether through resignation, redundancy, retirement or otherwise) that occurs because of a takeover bid.

Political donations

The Group did not make any political donations during the year.

Branches

The Company has no overseas branches.

Auditor

In accordance with section 489 of the Companies Act 2006, a resolution proposing to reappoint Grant Thornton LLP as auditor to the Group will be proposed at the AGM, with a level of remuneration subject to the approval of the Audit and Risk Committee.

Disclosure of information to the auditor

Each of the Directors at the date of the approval of this report confirms that:
• so far as the Director is aware, there is no relevant audit information of which the Company’s auditor is unaware; and
• the Director has taken all the reasonable steps that they ought to have taken as a Director to make themselves aware of any relevant audit information and to establish that the Company’s auditor is aware of the information.

The confirmation is given and should be interpreted in accordance with the provisions of section 418 of the Companies Act 2006.

Events after the reporting period

Details of important events affecting Raspberry Pi since 31 December 2025 are disclosed in Note 32 to the consolidated financial statements.

The Directors’ Report has been approved by the Board and is signed on its behalf by:

Richard Boult
Chief Financial Officer
30 March 2026

Directors’ report continued 81 Raspberry Pi Holdings plc Annual Report and Accounts 2025

The Directors are responsible for preparing the Annual Report, the Directors’ Remuneration Report and the financial statements in accordance with applicable law and regulations.

Company law requires the Directors to prepare financial statements for each financial year. Under that law, the Directors have prepared the Group financial statements with UK‑adopted International Accounting Standards (“IAS”), with International Financial Reporting Standards (“IFRS”) as issued by the International Accounting Standards Board (“IASB”) and with the requirements of the Companies Act 2006 (the “Act”). The Directors have also chosen to prepare the standalone Company financial statements in accordance with FRS 101 “Reduced Disclosure Framework” (“FRS 101”) and with the requirements of the Companies Act 2006.

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 and Company for that period. In preparing these financial statements, the Directors are required to:

• select suitable accounting policies and then apply them consistently;
• present information, including accounting policies, in a manner that provides relevant, reliable, comparable and understandable information;
• make judgements and accounting estimates that are reasonable and prudent;
• provide additional disclosures when compliance with the specific requirements in IFRS is insufficient to enable users to understand the impact of particular transactions, other events and conditions of the entity’s financial performance;
• for the Group financial statements, state whether International Accounting Standards in conformity with the requirements of the Companies Act 2006 and IFRS have been followed, subject to any material departures disclosed and explained in the financial statements;
• for the standalone Company financial statements, state whether applicable United Kingdom Accounting Standards, comprising FRS 101 “Reduced Disclosure Framework” have been followed, subject to any material departures disclosed and explained in the financial statements; and
• prepare the financial statements on the going concern basis unless it is inappropriate to presume that the Group and Company will continue in business.

The Directors are responsible for keeping adequate accounting records that are sufficient to show and explain the 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 and, as regards the Group financial statements, Article 4 of the IAS Regulation. 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.

Under applicable law and regulations, the Directors are also responsible for preparing a Strategic Report, Directors’ Report, Directors’ Remuneration Report and Corporate Governance Statement that comply with that law and those regulations.Each of the Directors, whose names and functions are listed in the Board of Directors section on pages 56 and 57, confirm that, to the best of their knowledge:
• so far as the Directors are aware, there is no relevant audit information of which the Group’s and the Company’s auditor is unaware; and
• the Directors have taken all the steps that they ought to have taken as Directors in order to make themselves aware of any relevant audit information and to establish that the Group’s and the Company’s auditor is aware of that information.

The Directors are responsible for preparing the Annual Report in accordance with applicable laws and regulations. The Directors consider the Annual Report and financial statements, taken as a whole, provides the information necessary to assess the Group and Company’s performance, business model and strategy, and is fair, balanced and understandable.

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

These statements were approved by the Board on 30 March 2026 and signed on its behalf by:
Dr Eben Upton CBE FREng
Chief Executive Officer and Founder
30 March 2026

Statement of Directors’ responsibilities

82 Raspberry Pi Holdings plc Annual Report and Accounts 2025

83 Raspberry Pi Holdings plc Annual Report and Accounts 2025

Financial statements

Inside this section:
| | |
| :--- | :--- |
| 84 | Independent auditor’s report |
| 96 | Consolidated statement of comprehensive income |
| 97 | Consolidated statement of financial position |
| 98 | Consolidated statement of changes in equity |
| 99 | Consolidated statement of cash flows |
| 100 | Notes to the consolidated financial statements |
| 127 | Company balance sheet |
| 127 | Company statement of changes in equity |
| 128 | Notes to the Company financial statements |
| 132 | Company information and contact details |

Opinion

Our opinion on the financial statements is unmodified

We have audited the financial statements of Raspberry Pi Holdings plc (the “parent company”) and its subsidiaries (the “Group”) for the year ended 31 December 2025, which comprise the Consolidated Statement of Comprehensive Income, the Consolidated Statement of Financial Position, the Consolidated Statement of Changes in Equity, the Consolidated Statement of Cash Flows, the Company Balance Sheet, the Company Statement of Changes in Equity and notes to the financial statements, including material accounting policy information.

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 and the parent company’s loss for the year then ended;
• the Group financial statements have been properly prepared in accordance with UK-adopted International Accounting Standards;
• the parent company financial statements have been properly prepared in accordance with 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 the 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.

Conclusions relating to going concern

We are responsible for concluding on the appropriateness of the Directors’ use of the going concern basis of accounting and, based on the audit evidence obtained, whether a material uncertainty exists related to events or conditions that may cast significant doubt on the Group’s and the parent company’s ability to continue as a going concern. If we conclude that a material uncertainty exists, we are required to draw attention in our report to the related disclosures in the financial statements or, if such disclosures are inadequate, to modify the auditor’s opinion. Our conclusions are based on the audit evidence obtained up to the date of our report. However, future events or conditions may cause the Group or the parent company to cease to continue as a going concern.

Our evaluation of the Directors’ assessment of the Group’s and the parent company’s ability to continue to adopt the going concern basis of accounting included the following procedures:
• We obtained and challenged management’s assessment of going concern assumptions and supporting information, including budgets and cash flow forecasts for the period to 30 April 2027.
• We tested the arithmetical accuracy of the model.
• We evaluated historical forecasting accuracy by comparing the forecasts made in 2024 for the current period against the actual results in the current period.
• We considered the actual results of the Group post 31 December 2025 up to the date of signing the audit opinion to determine whether actual results are in line with budgeted results.

Independent auditor’s report to the members of Raspberry Pi Holdings plc
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Conclusions relating to going concern continued

• We challenged the key assumptions used by management in the going concern model for adequacy and assessed whether purchase commitments for component inventory have been appropriately included within the forecasts.
• We obtained management’s sensitivities and assessed these for reasonableness and challenged management’s plans and options for mitigating actions.
• We considered the disclosures concerning the going concern basis of preparation of the financial statements and assessed these for adequacy and completeness.

In our evaluation of the Directors’ conclusions, we considered the inherent risks associated with the Group’s and the parent company’s business model including effects arising from macro-economic uncertainties such as cost of energy, global uncertainty and scarcity of resources and supply chain disruptions making it increasingly challenging to manage inventory and production pipelines, driven by rising prices and uncertainty about future memory component costs, and we assessed and challenged the reasonableness of estimates made by the Directors and the related disclosures and analysed how those risks might affect the Group’s and the parent company’s financial resources or ability to continue operations over the going concern period.

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.

Based on the work we have performed, we have not identified any material uncertainties relating to events or conditions that, individually or collectively, may cast significant doubt on the Group’s and the parent company’s ability to continue as a going concern for a period of at least 12 months from when the financial statements are authorised for issue.

In relation to the Group’s reporting on how it has 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.

Our approach to the audit

Overview of our audit approach

• Overall materiality: Group: $2,422,000, which represents approximately 0.75% of the Group’s revenue. Parent company: $2,422,000, which represents approximately 0.75% total assets. Parent company materiality has been capped at Group materiality.
• Key audit matters were identified as:
  • capitalisation of development costs (same as previous year); and
  • net realisable value of inventory (same as previous year).
• Our Auditor’s Report for the year ended 31 December 2024 included no key audit matters that have not been reported as key audit matters in our current year’s report.

We performed an audit of financial information using component materiality (full-scope audit procedures) for Raspberry Pi Ltd and an audit of one or more classes of transactions (specific scope procedures) for Raspberry Pi Holdings plc (the parent company). The components which were subject to full-scope and specific scope audit procedures contributed 100% of the Group’s revenue, 100% of the Group’s absolute profit before tax and 100% of the Group’s total assets.

We performed analytical procedures using Group materiality on the financial information of the remaining two Group components which are Raspberry Pi North America Trading Inc and Raspberry Pi Ireland Ltd.# Independent auditor’s report continued to the members of Raspberry Pi Holdings plc

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Key audit matters

Key audit matters are those matters that, in our professional judgement, were of most significance in our audit of the financial statements of the current period and include the most significant assessed risks of material misstatement (whether or not due to fraud) that we identified. These matters included those that 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 financial statements as a whole, and in forming our opinion thereon, and we do not provide a separate opinion on these matters.

In the graph below, we have presented the key audit matters and significant risks relevant to the audit. This is not a complete list of all risks identified by our audit.

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Key audit matters continued

Key Audit Matter – Group	How our scope addressed the matter – Group
Capitalisation of development costs	In responding to the key audit matter, we performed the following audit procedures:
We identified the capitalisation of development costs as one of the most significant assessed risks of material misstatement due to fraud and error. Under IAS 38 “Intangible Assets”, development costs are capitalised if certain criteria have been met. The amount of costs capitalised during the period is material. There is a risk that the capitalised development costs do not meet the criteria for capitalisation. There is a significant risk due to fraud, particularly in the potential misallocation of costs between projects to achieve targeted financial outcomes by increasing the proportion of costs capitalised to improve profitability. Additionally, there is judgement involved in meeting the IAS 38 criteria, which may lead to errors due to the complexity and uncertainty resulting in inappropriate capitalisation of development expenditures during the period.	• obtained an understanding of the capitalisation process and evaluated the design and implementation of relevant controls therein; • for a sample of projects, assessed whether capitalisation had occurred in accordance with the criteria specified by IAS 38. This included discussions with Group management outside of the finance team; • to assess if time had been appropriately allocated to projects, we held discussions with a selection of engineers, gained an understanding of how they had spent their time during the period and assessed whether this was consistent with their timesheet data, which is used to calculate the costs to be capitalised against each project; • agreed a sample of relevant time costs to payroll and other supporting records, such as timesheets, as appropriate to determine the accuracy of the costs; • agreed a sample of other costs capitalised in the period to external invoices to determine the accuracy of the costs, whether the project detailed on the purchase order for the items in our sample was consistent with the project against which the cost was capitalised, and that the costs did not relate to maintenance of existing on-market projects; and • assessed the adequacy and completeness of related disclosures in the Annual Report against IAS 38.

Relevant disclosures in the Annual Report and Accounts
* Financial statements: Note 2.5.1 Critical judgement: Capitalisation of internal and external development costs, Note 11 Intangible assets
* Audit and Risk Committee Report: Page 63

Our results
Based on our audit work, we did not identify any material errors in respect of the development costs capitalised during the period.

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Key audit matters continued

Key Audit Matter – Group	How our scope addressed the matter – Group
Net realisable value of inventory	In responding to the key audit matter, we performed the following audit procedures:
We identified the net realisable value of inventory as one of the most significant assessed risks of material misstatement due to fraud and error. The inventory balance held by the Group is material. There is a risk that inventory may be misstated due to improper valuation. The valuation of inventory has significant areas of estimation uncertainty due to the rapid pace of technological advancements and the risk of product obsolescence inherent in the computer industry. In determining the inventory provision several factors are considered including market demand, pricing trends and likelihood of future sales which means there is significant judgement and estimate involved. Specifically, there is an increased level of complexity and therefore risk of error when determining the amounts to be provided against as well as increased opportunity to fraudulently understate the level of provision required.	• obtained an understanding of the inventory provisioning process and evaluated the design and implementation of relevant controls therein; • assessed whether the provision has been consistently applied in accordance with IAS 2 “Inventories”; • assessed the working used in the provision calculation against the accounting framework and accounting policy to consider whether the judgements made are reasonable and applied accurately; • performed a look back test to compare the inventory provision with prior periods, to establish the accuracy of management’s assumptions; • obtained management’s workings for the inventory provision and tested the numerical accuracy of the workings by reperforming the calculation and tested that the inventory has been correctly classified in the calculation; • evaluated whether assumptions used in the calculation, such as expected usage and forecasted sales data, were reasonable and consistent with other areas of the financial statements such as going concern and impairment models; • for a sample of items with a specific provision, or where management has reason to override the policy, assessed the reasonableness of the assumptions applied; and • assessed the adequacy and completeness of the related disclosures in the Annual Report.

Relevant disclosures in the Annual Report and Accounts
* Financial statements: Note 2.5.4 Critical estimate: Net realisable value of inventory, Note 15, Inventories
* Audit and Risk Committee Report: Page 63

Our results
Based on our audit work, we did not identify any material errors in respect of the net realisable value of inventory as at 31 December 2025.

We did not identify any key audit matters relating to the audit of the financial statements of the Company only.

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Our application of materiality

We apply the concept of materiality both in planning and performing the Audit and Risk Committee, and in evaluating the effect of identified misstatements on the audit and of uncorrected misstatements, if any, on the financial statements and in forming the opinion in the Auditor’s Report. Materiality was determined as follows:

Materiality measure	Group	Parent company
Materiality for financial statements as a whole	We define materiality as the magnitude of misstatement in the financial statements that, individually or in the aggregate, could reasonably be expected to influence the economic decisions of the users of these financial statements. We use materiality in determining the nature, timing and extent of our audit work.
Materiality threshold	$2,422,000 (2024: $987,000), which represents 0.75% of revenue (2024: 5% of profit before tax excluding IPO-related costs).	$2,422,000 (2024: $836,000), based on 0.75% of total assets. Parent company materiality has been capped at Group materiality.

Significant judgements made by auditor in determining materiality

In determining materiality, we made the following significant judgements:

• We evaluated a range of benchmarks including revenue and profit before tax.
• Total revenue was determined to be the most appropriate benchmark because of its prominence in the financial statements and its significance to stakeholders and key users of accounts.
• Additionally, it serves as a stable benchmark and is appropriate when comparing to other listed businesses.
• A threshold of 0.75% of revenue is considered to be appropriate, as it aligns with industry benchmarks and FTSE comparators.

Materiality for the current year is higher than the level that we determined for the year ended 31 December 2024 to reflect the growth of the business in the year and the change to a more appropriate benchmark for the current period of reporting.

In determining materiality, we made the following significant judgement:

• The parent company’s total assets is considered the most appropriate benchmark because the largest financial statement line items are investments and intercompany receivables and principle activity is that of an investment holding company which does not trade.

Materiality for the current year is higher than the level that we determined for the year ended 31 December 2024 to reflect increased total assets.# Independent auditor’s report continued to the members of Raspberry Pi Holdings plc

89 Raspberry Pi Holdings plc Annual Report and Accounts 2025 Strategic report – Governance – Financial statements

Our application of materiality

Performance materiality used to drive the extent of our testing

We set performance materiality at an amount less than materiality for the financial statements as a whole to reduce to an appropriately low level the probability that the aggregate of uncorrected and undetected misstatements exceeds materiality for the financial statements as a whole.

Materiality measure	Group	Parent company
Performance materiality threshold	$1,690,000 (2024: $690,900), which is 70% (2024: 70%) of financial statement materiality.	$1,430,000 (2024: $585,200), which is 85% (2024: 70%) of Group performance materiality.

The range of component performance materialities used across the Group was $1,600,000 to $1,430,000. Parent company component performance materiality has been capped at an amount less than Group performance materiality for Group audit purposes.

Significant judgements made by auditor in determining performance materiality

In determining performance materiality, we made the following significant judgements:
* our understanding of the Group, updated during the performance of risk assessment procedures; and
* our experience with auditing the financial statements of Raspberry Pi Holdings plc in previous years (for example, the level of uncorrected misstatements in prior periods).

In determining component performance materiality, we made the following significant judgements:
* extent of disaggregation of financial information across components. All of the Group’s revenue and the majority of its expenses and other income are included in a single component. For each component in scope for our Group audit, we allocated a performance materiality that is less than our overall Group performance materiality.

In determining performance materiality, we made the following significant judgements:
* our understanding of the entity,
* updated during the performance of risk assessment procedures; and
* our experience with auditing the parent company financial statements in previous years (for example, the level of uncorrected misstatements in prior periods).

Specific materiality

We determine specific materiality for one or more particular classes of transactions, account balances or disclosures for which misstatements of lesser amounts than materiality for the financial statements as a whole could reasonably be expected to influence the economic decisions of users taken on the basis of the financial statements.

We determined a lower level of specific materiality for the following areas:
* Directors’ remuneration; and
* transactions with Directors’ related parties external to the Group.

Communication of misstatements to the Audit and Risk Committee

We determine a threshold for reporting unadjusted differences to the Audit and Risk Committee.

Threshold for communication	Group	Parent company
Threshold for communication	$120,000 (2024: $49,400), which represents 5% of financial statement materiality, and misstatements below that threshold that, in our view, warrant reporting on qualitative grounds.	$120,000 (2024: $41,800), which represents 5% of financial statement materiality, and misstatements below that threshold that, in our view, warrant reporting on qualitative grounds.

90 Raspberry Pi Holdings plc Annual Report and Accounts 2025 Strategic report – Governance – Financial statements

Our application of materiality continued

The graph below illustrates how component performance materiality interacts with our overall materiality and the threshold for communication to the Audit and Risk Committee.

Overall materiality – Group
Overall materiality – Parent

FSM: Financial statement materiality, PM: Performance materiality, RoPM: Range of performance materiality at two components, TfC: Threshold for communication to the Audit and Risk Committee.

An overview of the scope of our audit

We performed a risk-based audit that requires an understanding of the Group’s and the parent company’s business and in particular matters related to:

Understanding the Group, its components, their environments, and its system of internal control including common controls

• The engagement team obtained an understanding of the Group and its components, their environment, and the Group’s system of internal control, including the nature and extent of common controls and centralised activities relevant to financial reporting, and assessed the risks of material misstatement at the Group level.
• The engagement team noted that accounting for all components is performed within a central function within the United Kingdom and therefore determined that component audit work should be performed by the Group audit team.

Identifying components at which to perform audit procedures

• The Group auditor determined the components at which to perform further audit procedures, by considering:
  • The Group’s trading subsidiary, Raspberry Pi Ltd, individually includes a risk of material misstatement to the Group financial statements as it contains all of the Group’s external revenue.
• The parent company was included in scope for further audit procedures to obtain sufficient appropriate audit evidence and to ensure appropriate coverage at the financial statement level across the Group.

Type of work to be performed on financial information of parent and other components (including how it addressed the key audit matters)

• Audit procedures were performed on the entire financial information of Raspberry Pi Ltd (full-scope audit). This work included full coverage of the two key audit matters described in the relevant section of this report.
• In the context of the Group audit, the audit of the parent company included one or more classes of transactions including specified, risk-focused audit procedures (specific scope procedures).
• Analytical procedures at the Group level (analytical procedures) were performed on the Group’s North American and Irish subsidiaries. The Group’s other subsidiary has not traded and has no balances.

91 Raspberry Pi Holdings plc Annual Report and Accounts 2025 Strategic report – Governance – Financial statements

An overview of the scope of our audit continued

Performance of our audit

• All audit procedures were performed from a single location, being the Group’s Head Office in the United Kingdom, with the exception of physical inventory count procedures. The Group has a set of centralised controls. We have assessed the design and implementation of the Group-wide controls including obtaining a sufficient understanding of its relevant controls over the consolidation process and IT environment.
• Full-scope audit procedures were performed on Raspberry Pi Ltd and specific scope audit procedures were performed on Raspberry Pi Holdings plc which provided coverage of 100% of Group revenue, 100% of Group total assets and 100% of Group absolute profit before tax.
• Our audit work included interim testing in advance of the period end, evaluation of the Group’s internal control environment, the consolidation process and consideration of IT systems and assessment of the design and implementation of IT controls.
• Full-scope audit procedures were performed. Further audit procedures performed on components subject to specific scope and specified procedures may not have included testing of all significant account balances of such components, but further audit procedures were performed on specific accounts within that component that we, the Group auditor, considered had the potential for the greatest impact on the Group financial statements either due to risk, size or coverage.

The components within the scope of further audit procedures accounted for the following percentages of the Group’s results, including the key audit matters identified:

Audit approach	No. of components	% coverage Group total assets	% coverage Group revenue	% coverage Group absolute PBT
Full-scope audit	1 (2024: 1)	99 (2024: 100)	100 (2024: 100)	81 (2024: 82)
Specific scope audit	1 (2024: 1)	1 (2024: 0)	0 (2024: 0)	19 (2024: 12)
Full-scope and specific scope procedures coverage	2 (2024: 2)	100 (2024: 100)	100 (2024: 100)	100 (2024: 94)
Analytical procedures	1 (2024: 1)	0 (2024: 0)	0 (2024: 0)	0 (2024: 6)
Total	3 (2024: 3)	100	100	100

Changes in approach from previous period

• There have been no changes in the overview of the scope of the current year audit from the scope of that of the prior year.

Other information

The other information comprises the information included in the Annual Report 2025, other than the financial statements and our Auditor’s Report therein. 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 audit or otherwise appears to be materially misstated. If we identify such material inconsistencies or apparent material misstatements, we are required to determine whether there is 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.

Independent auditor’s report continued to the members of Raspberry Pi Holdings plc

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Our opinions on other matters prescribed by the Companies Act 2006 are unmodified

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 those reports have been prepared in accordance with applicable legal requirements;
• the information about internal control and risk management systems in relation to financial reporting processes and about share capital structures, given in compliance with rules 7.2.5 and 7.2.6 in the Disclosure Rules and Transparency Rules sourcebook made by the Financial Conduct Authority (the FCA Rules), is consistent with the financial statements and has been prepared in accordance with applicable legal requirements; and
• information about the Company’s Corporate Governance Code and practices and about its administrative, management and supervisory bodies and their committees complies with rules 7.2.2, 7.2.3 and 7.2.7 of the FCA Rules.

Matters on which we are required to report under the Companies Act 2006

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; or
• the information about internal control and risk management systems in relation to financial reporting processes and about share capital structures, given in compliance with rules 7.2.5 and 7.2.6 of the FCA Rules.

Matters on which we are required to report by exception

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; or
• a corporate governance statement has not been prepared by the parent company.

Corporate governance statement

We have considered the Directors’ statement in relation to going concern, longer-term viability and that part of the Corporate Governance Statement relating to the Group’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 or our knowledge obtained during the audit:

• the Directors’ statement with regard to the appropriateness of adopting the going concern basis of accounting and any material uncertainties identified set out on page 53;
• the 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 53;
• the Directors’ statement on whether they have a reasonable expectation that the Group will be able to continue in operation and meet its liabilities set out on page 53;
• the Directors’ statement on fair, balanced and understandable set out on page 82;
• the Board’s confirmation that it has carried out a robust assessment of the emerging and principal risks set out on page 41;
• the section of the Annual Report that describes the review of the effectiveness of risk management and internal control systems set out on page 64; and
• the section describing the work of the Audit and Risk Committee set out on page 62.

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Responsibilities of Directors

As explained more fully in the Directors’ Responsibilities Statement set out on page 82, 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.

Irregularities, including fraud, are instances of non-compliance with laws and regulations. The extent to which our procedures are capable of detecting irregularities, including fraud, is detailed below:

• The following laws and regulations were identified as the most significant: UK-adopted International Accounting Standards (“IFRS”), the FCA Listing Rules, Companies Act 2006 and the relevant tax legislation in the United Kingdom and other jurisdictions in which the Group operates. In addition, we concluded that there are certain significant laws and regulations that may have an effect on the determination of the amounts and disclosures in the financial statements, including data security and protection, and health and safety.
• We made enquiries with management and the Audit and Risk Committee concerning the Group’s policies and procedures relating to:
  • the identification of, evaluation of and compliance with laws and regulations;
  • the detection and response to the risks of fraud; and
  • the establishment of internal controls to mitigate risks related to fraud or non-compliance with laws and regulations.
• We corroborated our enquiries through our reading of Board meeting minutes and through our consideration of professional fees incurred by the parent company and full scope component during the period.
• We assessed the susceptibility of the Group and parent company’s financial statements to material misstatement, including how fraud might occur, by evaluating management’s incentives and opportunities for manipulation of the financial statements. This included the evaluation of the risk of management override of controls.

Audit procedures performed by the audit engagement team included:

• identifying and assessing the design effectiveness of controls management has in place to prevent and detect fraud;
• challenging the assumptions and judgements made by management in making its significant accounting estimates;
• utilising valuations experts in our testing of share-based payment charges and the discount rate within impairment models;
• identifying and testing journal entries, any large or unusual journal entries recorded in the general ledger of the parent company and full-scope component and other adjustments made in the preparation of the Group and parent company financial statements; and assessing the extent of compliance with certain significant laws and regulations that may have an effect on the determination of the accounts and disclosures in the financial statements; and

• confirming that the Group and parent company’s management has not identified any matters of non-compliance with laws and regulations or fraud.

• In addition, we completed audit procedures to conclude on the compliance of disclosures in the Annual Report with applicable financial reporting requirements.

• These audit procedures were designed to provide reasonable assurance that the financial statements were free from fraud or error. The risk of not detecting a material misstatement due to fraud is higher than the risk of not detecting one resulting from error and detecting irregularities that result from fraud is inherently more difficult than detecting those that result from error, as fraud may involve collusion, deliberate concealment, forgery or intentional misrepresentations. Also, the further removed non-compliance with laws and regulations is from events and transactions reflected in the financial statements, the less likely we would become aware of it.Independent auditor’s report continued to the members of Raspberry Pi Holdings plc 94 Raspberry Pi Holdings plc Annual Report and Accounts 2025 Strategic report – Governance – Financial statements Auditor’s responsibilities for the audit of the financial statements continued

• The engagement partner’s assessment of the appropriateness of the collective competence and capabilities of the engagement team included consideration of the engagement team’s:

  • understanding of and practical experience with audit engagements of a similar nature and complexity, through appropriate training and participation; and
  • knowledge of the industry in which the Group operates.
• We communicated relevant laws and regulations and potential fraud risks to all engagement team members, including internal specialists, and remained alert to any indications of fraud or non-compliance with laws and regulations throughout the audit. This included the key audit matters as described above.
• No instances of non-compliance with laws and regulations or fraud were communicated to the engagement team.

A further description of our responsibilities for the audit of the financial statements is located on the Financial Reporting Council’s website at: www.frc.org.uk/auditorsresponsibilities. This description forms part of our Auditor’s Report.

Other matters which we are required to address

We were appointed by the Board on 26 November 2025 to audit the financial statements for the year ending 31 December 2025. Our total uninterrupted period of engagement is two years, covering the years ended 31 December 2024 to 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 and Risk Committee.

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.

Andrew Hodgekins
Senior Statutory Auditor for and on behalf of Grant Thornton UK LLP
Statutory Auditor, Chartered Accountants
Cambridge
30 March 2026

Independent auditor’s report continued to the members of Raspberry Pi Holdings plc 95 Raspberry Pi Holdings plc Annual Report and Accounts 2025 Strategic report – Governance – Financial statements

$ million	Notes	Year ended 31 December 2025	Year ended 31 December 2024
Revenue	3	323.2	259.5
Cost of sales		(245.4)	(196.3)
Gross profit		77.8	63.2
Other income		0.3	—
Research and development expenses	4	(22.5)	(17.9)
Administrative expenses	5	(27.6)	(27.7)
Operating profit		28.0	17.6
Finance income	8	1.0	1.1
Finance cost	8	(2.5)	(2.4)
Profit before taxation		26.5	16.3
Taxation charge	9	(4.8)	(4.6)
Profit for the year		21.7	11.7
Operating profit		28.0	17.6
Amortisation and depreciation	7	10.5	10.7
EBITDA		38.5	28.3
Employee share schemes	29	7.9	6.0
Non-recurring costs	5	—	2.9
Adjusted EBITDA		46.4	37.2
Earnings per share (cents)
Basic	10	11.22	6.48
Diluted	10	11.00	6.20

The profit for the year is attributable to the shareholders of Raspberry Pi Holdings plc and is derived from continuing operations. There are no recognised gains or losses other than those presented above. The accompanying notes are an integral part of these consolidated annual financial statements.

Consolidated statement of comprehensive income

For the year ended 31 December 2025 96 Raspberry Pi Holdings plc Annual Report and Accounts 2025 Strategic report – Governance – Financial statements

$ million	Notes	2025	2024
Assets
Intangible assets	11	83.2	73.2
Property, plant and equipment	12	3.9	4.5
Right-of-use assets	13	8.6	6.1
Other non-current assets	14	1.4	2.3
Total non-current assets		97.1	86.1
Inventories	15	145.3	156.7
Trade and other receivables	16	59.5	36.2
Current tax receivables	16	1.4	6.6
Cash and cash equivalents	17	28.1	45.8
Other financial assets	23	0.2	—
Total current assets		234.5	245.3
Total assets		331.6	331.4
Liabilities
Trade and other payables	18	(60.6)	(96.1)
Provisions	19	(0.3)	(0.7)
Lease liabilities	21	(0.8)	(1.4)
Total current liabilities		(61.7)	(98.2)
Provisions	19	(0.9)	(1.9)
Other non-current liabilities	20	(6.9)	(6.0)
Lease liabilities	21	(8.1)	(4.8)
Deferred tax liabilities	25	(13.2)	(10.1)
Total non-current liabilities		(29.1)	(22.8)
Total liabilities		(90.8)	(121.0)
Net assets		240.8	210.4

$ million	Notes	At 31 Dec 2025	At 31 Dec 2024
Shareholders’ equity
Share capital	26	0.8	0.8
Share premium	26	34.0	32.4
Merger reserve	26	(221.9)	(221.9)
Share-based payments	27	10.6	2.7
Retained earnings	26	417.3	396.4
Total shareholders’ equity		240.8	210.4

The accompanying notes are an integral part of these consolidated annual financial statements. The financial statements were approved by the Board of Directors and authorised for issue on 30 March 2026. They were signed on its behalf by:

Dr Eben Upton CBE FREng, Chief Executive Officer and Founder
Richard Boult, Chief Financial Officer

Consolidated statement of financial position

As at 31 December 2025
Registration number 15557387 97 Raspberry Pi Holdings plc Annual Report and Accounts 2025

$ million	Notes	Share capital	Share premium	Share-based payments	Merger reserve	Retained earnings	Total
At 1 January 2024		—	65.4	1.3	—	92.5	159.2
Profit for the year		—	—	—	—	11.7	11.7
Share-based payments	27	—	—	4.7	—	1.6	6.3
Shares issued		—	0.8	—	—	—	0.8
Share reorganisation	A	288.1	(66.2)	—	(221.9)	—	—
Share capital reduction	A	(287.3)	—	—	—	287.3	—
Share listing proceeds	B	—	40.0	—	—	—	40.0
Share issuance costs	B	—	(7.6)	—	—	—	(7.6)
Share scheme settlement		—	—	(3.3)	—	3.3	—
At 31 December 2024	26	0.8	32.4	2.7	(221.9)	396.4	210.4
Profit for the year		—	—	—	—	21.7	21.7
Share-based payments	27	—	—	8.7	—	(1.6)	7.1
Exercise of share awards		—	0.2	(0.8)	—	0.8	0.2
VAT recovered on IPO costs	C	—	1.4	—	—	—	1.4
At 31 December 2025	26	0.8	34.0	10.6	(221.9)	417.3	240.8

A Share capital reorganisation and reduction
On 23 May 2024, Raspberry Pi Holdings plc acquired Raspberry Pi Ltd in a share-for-share exchange valued at $288.1 million. A shareholder resolution reduced the share capital to its nominal value, increasing distributable earnings by $287.3 million. Previous share capital and $66.2 million of share premium were derecognised and recorded in merger reserve.

B London Stock Exchange listing
On 11 June 2024, Raspberry Pi Holdings plc listed on the London Stock Exchange, issuing 11.2 million shares at £2.80 each. Net proceeds of $32.4 million after costs of $7.6 million were deducted from equity.

C VAT recovered on IPO-related share issuance costs
In 2025, the Group recognised $1.4 million of VAT on 2024 listing costs as recoverable following the VAT registration of the parent company. As the original costs were charged to share premium, the recoverable amount has been credited to the share premium account.

The accompanying notes are an integral part of these consolidated annual financial statements.

Consolidated statement of changes in equity

For the year ended 31 December 2025 98 Raspberry Pi Holdings plc Annual Report and Accounts 2025

$ million	Notes	Year ended 31 Dec 2025	Year ended 31 Dec 2024
Cash flows from operating activities
Operating profit		28.0	17.6
Adjustments for:
Amortisation and depreciation	7	10.5	10.7
Gain on lease assignment	13	(0.3)	—
Prepaid manufacturing charges		0.7	0.7
Employee share schemes	29	7.9	6.0
Research and development tax credit		(0.5)	(0.8)
Fair value gain on derivatives		(0.2)	—
(Decrease)/increase in provisions		(0.2)	0.3
(Increase)/decrease in trade and other receivables		(21.9)	3.5
Decrease/(increase) in inventories		11.2	(51.1)
(Decrease)/increase in trade and other payables		(34.9)	13.0
Cash flows from operating activities		0.3	(0.1)
Interest received	8	0.6	1.1
Tax credit received	16	9.4	—
Tax paid	16	(4.1)	(4.2)
Net cash flows generated from/(used in) operating activities		6.2	(3.2)
Cash flows from investing activities
Purchase of intangible assets		(16.5)	(20.9)
Purchase of property, plant and equipment	12	(1.8)	(2.2)
Lease incentive received	13	0.3	—
Capitalised initial direct costs on leases		(0.2)	—
Net cash used in investing activities		(18.2)	(23.1)
Cash flows from financing activities
Cash proceeds from IPO share issues		—	40.0
Share issuance costs of IPO shares		—	(7.6)
Cash proceeds from share issues (from pre-IPO)		—	0.8
Proceeds from share-based awards exercises		0.2	—
Repayment of principal on lease liabilities	21	(1.1)	(2.2)
Payment of interest on lease liabilities	21	(0.4)	(0.4)
Cash paid for lease assignment		(0.5)	—
Settlement of IP licence payable		(3.0)	—
Interest and other financing charges	8	(1.0)	(0.8)
Net cash (used in)/generated from financing activities		(5.8)	29.8
Net (decrease)/increase in cash and cash equivalents		(17.8)	3.5
Cash and cash equivalents at beginning of period	17	45.8	42.2
Effect of exchange rates on cash and cash equivalents		0.1	0.1
Cash and cash equivalents	17	28.1	45.8

The accompanying notes are an integral part of these consolidated annual financial statements.

Consolidated statement of cash flows

For the year ended 31 December 2025 99 Raspberry Pi Holdings plc Annual Report and Accounts 2025

1 General information

Raspberry Pi Holdings plc (the “Company”) is a public limited company incorporated in England and Wales.The Company’s registered office is at 194 Cambridge Science Park, Milton Road, Cambridge, England CB4 0AB, and the company number is 15557387.

2 Basis of presentation and accounting policies

Explained below are the key accounting policies of Raspberry Pi Holdings plc and all its subsidiaries (the “Group”).

2.1 Basis of preparation

The consolidated financial statements are prepared in accordance with UK-adopted International Accounting Standards (“IAS”), with International Financial Reporting Standards (“IFRS”) as issued by the International Accounting Standards Board (“IASB”) and with the requirements of the Companies Act 2006 (the “Act”).

The consolidated financial statements of Raspberry Pi Holdings plc comprise the results of Raspberry Pi Holdings plc, Raspberry Pi Ltd, Raspberry Pi North America Inc, Raspberry Pi Ireland Ltd and the Raspberry Pi Employee Benefit Trust (the “Group”). These consolidated financial statements have been prepared under the historical cost convention unless otherwise stated.

The Group’s presentation currency is US Dollars, rounded to the nearest point million. Since all material subsidiaries have US Dollars as their functional currency, there is no foreign exchange upon consolidation and hence no cumulative translation reserve.

The standalone entity, Raspberry Pi Holdings plc, prepares its individual financial statements in accordance with FRS 101 “Reduced Disclosure Framework” (“FRS 101”) and with the requirements of the Companies Act 2006. This is the Company’s first year applying FRS 101, having previously prepared its financial statements under Financial Reporting Standard 102 (“FRS 102”). The transition required no adjustments to previously reported amounts. Comparatives are presented on an FRS 101 basis and certain line items have been re-presented to reflect FRS 101 presentation requirements. The transition has had no material impact on the financial statements, given the substantial alignment of FRS 102 and FRS 101 for a non‑trading parent.

2.2 Capital reorganisation

On 23 May 2024 Raspberry Pi Holdings plc acquired the entire shareholding of Raspberry Pi Ltd for $288.1 million by way of a share-for-share exchange agreement. This did not constitute a business combination under IFRS 3 “Business Combinations” as both entities were under common control and Raspberry Pi Holdings plc as the listing vehicle did not constitute a business as defined by IFRS 3. No changes were made to the underlying book values of Raspberry Pi Ltd and the Group’s reserves were adjusted to reflect the statutory share capital of Raspberry Pi Holdings plc, with difference recorded in a merger reserve.

2.3 Basis of consolidation

The consolidated financial statements incorporate the financial statements of Raspberry Pi Holdings plc (the “Company”) and its subsidiary undertakings. Subsidiaries are entities over which the Group has control. Control is achieved when the Group is exposed, or has rights, to variable returns from its involvement with the investee and has the ability to affect those returns through its power over the investee. All intra-group assets and liabilities, equity, income, expenses and cash flows relating to transactions between members of the Group are eliminated in full on consolidation.

Notes to the consolidated financial statements For the year ended 31 December 2025 100 Raspberry Pi Holdings plc Annual Report and Accounts 2025

2 Basis of presentation and accounting policies continued

2.4 Going concern

The consolidated financial statements have been prepared on a going concern basis, assuming the Group can meet its liabilities as they fall due. This assessment is supported by access to the Revolving Credit Facility (“RCF”), and strong relationships with key customers and suppliers.

Profitability and financial position: The Group reported a profit of $21.7 million for the year. Net current assets were $172.8 million, and net current financial assets totalled $33.1 million.

Extension of Revolving Credit Facility: On 5 March 2025, the RCF was extended, increasing available funds to $80.0 million (2024: $40.0 million) and extending the term to 4 March 2029 (2024: 24 April 2027). The facility remains undrawn.

Liquidity and cash flow forecasts: The Board’s cash flow forecasts and projections confirm the Group can operate within its cash and committed facilities for the period to 30 April 2027. Available liquidity, including both cash and committed facilities, has been considered in this assessment. The Directors have deemed this period to be appropriate for the going concern assessment. No plausible events or conditions beyond the assessment period that may cast significant doubt on the Group’s ability to continue as a going concern have been identified.

Sensitivity analysis and stress testing: Sensitivities applied to forecasts include a 50% to 75% reduction in higher density (8GB to 16 GB) LPDDR4 SBC and Compute Module products with no mitigations other than executive variable pay applied. Even under this scenario, the Group expects to meet its funding needs for 2026 and 2027, confirming its ability to continue operations.

Reverse stress testing: A reverse stress test modelled the sales decline required to exhaust liquidity and breach banking covenants. This scenario was deemed highly unlikely.

Conclusion: Based on these considerations, the Board concludes the Group can operate within its committed facilities and cash resources for the foreseeable future. Accordingly, the Directors have adopted the going concern basis in preparing the consolidated financial statements.

2.5 Critical accounting judgements and estimates

In preparing these consolidated financial statements, critical judgements in the application of accounting policies can have a significant effect on the financial results. Any changes in critical estimates and assumptions made could materially impact the amounts of assets, liabilities, revenue and expenses reported next year as actual amounts and results could differ from those estimates or those estimates could change in future.

2.5.1 Critical judgement: Capitalisation of internal and external development costs

We prioritise in-house development with a small, highly skilled engineering team, releasing new core hardware every three to four years. During the year, our investment included the finalisation of the Raspberry Pi 500+, the ongoing development of Raspberry Pi 6 and related semiconductor products and further microcontroller variants. The Group exercises significant judgement in determining whether internal and external development costs for pipeline products meet the capitalisation criteria within IAS 38 “Intangible Assets”. Costs are capitalised only when they are directly attributable and reliably measurable, and relate to future new products that are considered technically feasible and commercially viable and supported by the necessary skilled resources and internal commitment to completion. Forecasted profit margins must exceed capitalised costs. Management makes judgements when these capitalisation criteria are met and continue to be met for active pipeline development projects.

The costs associated with the Group’s efforts to develop new products are made up of directly attributable internal employee costs for those working on development, costs of external materials and services consumed in development and amortisation of licences (software or designs) used directly in development as per below.

	2025 Capitalised ($ million)	2025 Total ($ million)	2025 %	2024 Capitalised ($ million)	2024 Total ($ million)	2024 %
Internal costs	6.8	20.4	33%	8.1	17.6	46%
External costs	6.7	8.8	76%	12.5	14.6	86%
Directly attributable R&D – cash	13.5	29.2	46%	20.6	32.2	64%
Amortisation	6.8	8.2	83%	6.0	7.4	81%
Depreciation	0.3	1.3	23%	—	—	—
Total directly attributable R&D	20.6	38.7	53%	26.6	39.6	67%

Notes to the consolidated financial statements continued For the year ended 31 December 2025 101 Raspberry Pi Holdings plc Annual Report and Accounts 2025

2 Basis of presentation and accounting policies continued

2.5 Critical accounting judgements and estimates continued

2.5.1 Critical judgement: Capitalisation of internal and external development costs continued

Overall R&D investment has decreased, with total costs falling from $39.6 million in 2024 to $38.7 million in 2025. Capitalisation of R&D costs in 2025 is 53% of total costs capitalised (2024: 67%). The value of costs being capitalised exceeds amortisation by $12.4 million (2024: $19.2 million). All costs associated with the research phase of projects are expensed as incurred. Any development costs relating to maintaining and fixing bugs in the software are also expensed as incurred. Capitalised employee costs of engineers exclude any share-based payments and termination payments as they are not considered directly attributable to the development projects.

2.5.2 Critical judgement: Identification of cash-generating units ("CGUs") for impairment testing of pipeline development costs

Identifying CGUs is a critical step in the impairment review and can have a significant impact on its results. The objective of identifying CGUs is to identify the smallest identifiable group of assets that generates largely independent cash inflows. CGUs are identified at the lowest level to minimise the possibility that impairments of one asset or group will be masked by a high‑performing asset. The Group has two main CGUs: Pi 5 and semiconductors. The Group has assessed that projects within each CGU reflect significant interdependencies, where designs and outputs are shared and integrated, making individual cash flows inseparable without arbitrary assumptions. The recoverability of intangible assets arising from pipeline development activities is materially all part of the semiconductor CGU. The recoverable amount of the semiconductor CGU is assessed based on the collective earnings of all products in the CGU.The remaining products, including cameras and other accessories, do not share the same level of interdependency and are assessed individually for impairment purposes.

2.5.3 Critical estimate: Useful economic lives ("UEL") of intangible assets

The Group determines the UEL of intangible assets at initial recognition and reviews them at each reporting date. During the year, the useful life of on-market semiconductors was revised from six to eight years based on updated assessments of expected future use and economic benefits. As a result, the annual amortisation charge decreased by $1.4 million. The historical cost remains unchanged and the remaining cost is now spread over a longer period.

2.5.4 Critical estimate: Net realisable value of inventory

The valuation of inventory is a significant area of estimation uncertainty for the Group due to the rapid pace of technological advancements and the risk of product obsolescence inherent in the computer industry. Inventory is measured at the lower of cost and net realisable value, which requires significant management judgement and estimation. In determining net realisable value, the Group evaluates several factors, including market demand and pricing trends, assessing the likelihood of future sales and the impact of declining prices on older inventory. Technological obsolescence is also considered, with management assessing whether inventory remains relevant in light of new product launches and advancements. Additionally, expected selling costs, such as promotional discounts or clearance pricing, are factored into the valuation.

The Group reviews inventory balances on a regular basis, taking into account recent sales trends, the ageing of inventory, and the condition of items, including damaged, slow-moving or obsolete stock. Future sales projections over a three-year period, based on management-prepared financial budgets, are used to support these assessments. For the year ended 31 December 2025, the total inventory provision was $6.6 million (2024: $6.2 million). Given the inherent uncertainties, changes in market conditions, technological developments, or consumer preferences could materially impact the carrying value of inventory.

Notes to the consolidated financial statements continued For the year ended 31 December 2025
102 Raspberry Pi Holdings plc Annual Report and Accounts 2025

2 Basis of presentation and accounting policies continued

2.5 Critical accounting judgements and estimates continued

2.5.5 Critical estimate: Taxation

Accounting for taxation requires significant judgement in determining taxable profit, tax bases, and the recognition of deferred tax assets and liabilities. Key estimates include interpreting complex tax regulations, assessing potential challenges from tax authorities, and evaluating the recognition of Research and Development Expenditure Credit (“RDEC”) claims. Determining the appropriate RDEC claim involves significant judgement in identifying qualifying R&D activities and expenditures. Uncertainties in these areas can lead to variations between estimated and actual credits received.

The Group maintains detailed records of R&D activities and consults with external tax advisers to ensure compliance with legislation. Additionally, changes in facts and circumstances between the preparation of these accounts and the final tax submission, expected in approximately nine months, may impact the final tax position. For the year ended 31 December 2025, the Group is eligible to claim the benefit of the patent box regime on income generated from the sale of products that incorporate technology for which the Group received a patent in 2025. Judgement is required to determine the income and costs related to the eligible income. The risk of error has been mitigated through the use of external experts with detailed knowledge of the patent box regime. Any changes in tax laws or interpretations thereof could materially affect future amounts recognised. Whilst there are a variety of possible outcomes management believes that it is reasonably plausible that the actual tax claims submitted could vary to the accounting estimate by approximately $1.5 million in any accounting period.

2.6 Critical accounting judgements and estimates (relating to the IPO)

In the prior year, which included the Group’s IPO, several non-recurring accounting judgements were required. For 2025, we have retained only those judgements that remain relevant to understanding the 2024 comparative information.

2.6.1 Critical judgement: Determination of the grant date share price and option life for IPO share awards

On 11 June 2024, employee share awards were approved and finalised prior to the Company’s Admission to the London Stock Exchange. IFRS 2 requires that the fair value of share-based payments is measured at the grant date. Management determined the offer price of £2.80 ($3.56) as the appropriate share price for valuation at that date. The grant date is defined under IFRS 2 as the date when both the Company and participants have a mutual understanding of the key terms of the award, which was confirmed to employees prior to Admission. The fair value of the IPO awards was therefore measured using this offer price. Subsequent increases in share price would have significantly changed the valuation if a later date were used. The resulting IFRS 2 charge is recognised over the three-year vesting period. Management also estimates the expected option life, applying an average of five years based on benchmarking and employee attrition assumptions. For subsequent share awards, the same valuation approach is applied, using the opening share price on the day of grant as the reference for determining fair value.

2.6.2 Critical judgement: Classification of transaction costs associated with the issue of shares

The Group incurred $10.3 million in costs related to the IPO, with $7.6 million deducted from share premium, and $2.9 million expensed as non-recurring administrative costs. Costs were classified based on whether they directly related to new share issuance of the broader listing process. Directly attributable costs, such as underwriting, brokerage and advisory fees, were deducted from equity, while expenses for wider listing requirements, such as corporate finance and costs of legal support, were expensed. At the time the costs were incurred, only a limited recovery of input VAT was available, so the full expense was charged to share premium. During 2025, it was possible to reclaim $1.4 million of VAT from HMRC. As the original costs were charged to share premium, the amounts recoverable were also accounted for as an increase in share premium.

Notes to the consolidated financial statements continued For the year ended 31 December 2025
103 Raspberry Pi Holdings plc Annual Report and Accounts 2025

2 Basis of presentation and accounting policies continued

2.7 Alternative performance measures ("APMs")

Alternative performance measures (“APMs”), which are used in these financial statements, are also used by the Board and management for planning and reporting. These measures are also used in discussions with the investors. APMs are not displayed with more prominence, emphasis or authority than IFRS measures.

Adjusted EBITDA is a non-IFRS measure comprising operating profit adding back amortisation and depreciation, share-based payment charges and non-recurring items.

Adjusted operating profit is a non-IFRS measure comprising operating profit adding back share-based payment charges and non-recurring items.

Adjusted research and development expense is a non-IFRS measure comprising research and development expense adjusted for amortisation, share-based payment charges and non-recurring items. Share-based payments are excluded as they are paid for by shareholders’ dilution and the charges are not comparable due to fluctuations around the listing process.

Adjusted administrative expense is a non-IFRS measure comprising administrative expenses adjusted for depreciation, share-based payment charges and non-recurring items. Share-based payments are excluded as they are paid for by shareholders’ dilution and the charges are not comparable due to fluctuations around the listing process.

Non-recurring items are presented whenever significant expenses are incurred or income is received because of events considered to be outside the normal course of business, where the unusual nature and expected infrequency merit separate presentation to assist comparisons with previous years. To arrive at adjusted results, certain adjustments are made for normalised and non- recurring items that are individually significant, and which could, if included, distort the understanding of the performance of the year and the comparability between periods.

2.8 Accounting policies and new and amended accounting standards

The set of consolidated financial information has been prepared using accounting policies consistent with those in Raspberry Pi Holdings plc in 2024 except for the following standards, amendments and interpretations which have been adopted from 1 January 2025.

New or revised standards or interpretations
From 1 January 2025, Amendments to IAS 21 “Lack of Exchangeability” became effective for the Group’s consolidated financial statements. The amendments introduce requirements for assessing currency exchangeability and estimating a spot exchange rate when observable rates are unavailable. Management assessed all currencies in which the Group transacts and concluded that no lack of exchangeability existed during the year. Accordingly, the amendments had no material impact on the Group’s financial statements.

Standards, amendments and interpretations not yet effective and not early adopted
At the date of authorisation of these consolidated financial statements, several new, but not yet effective, standards and amendments to existing standards, and interpretations have been published by the IASB or IFRIC.None of these standards or amendments to existing standards have been adopted early by the Group and no interpretations have been issued that are applicable and need to be taken into consideration by the Group at either reporting date. The Group has not early adopted amendments to IFRS 9 relating to derecognition of certain financial assets and liabilities and assessment of contractual cash flows characteristics. The Group is assessing the potential impact of these amendments which will be applied from 1 January 2026. In April 2024, the IASB issued IFRS 18, which replaces IAS 1 “Presentation of Financial Statements”. Although IFRS 18 includes many of the requirements of IAS 1, it introduces new requirements to better structure financial statements and to provide more detailed and useful information to investors. IFRS 18 is effective for annual periods beginning on or after 1 January 2027, with earlier application permitted. IFRS 18 will be applied retrospectively with specific transitional provisions. The Group is currently working to identify all of the impacts that IFRS 18 will have on the primary financial statements and notes to the financial statements. Other new standards, amendments and interpretations not adopted in the current year have not been disclosed as they are not expected to have a material impact on the Group’s consolidated financial statements.

Notes to the consolidated financial statements continued For the year ended 31 December 2025 104 Raspberry Pi Holdings plc Annual Report and Accounts 2025

3 Revenue

The total revenue for the Group derives from its principal activity: the development, marketing, manufacture and sale of cost-effective programmable computing devices.

$ million – by category	Year ended 31 December 2025	Year ended 31 December 2024
Products	247.0	181.2
Components	60.2	61.2
Royalties	15.0	15.9
Other	1.0	1.2
	323.2	259.5

$ million – by customer location	Year ended 31 December 2025	Year ended 31 December 2024
UK	121.8	118.4
Europe	64.3	48.1
Americas	76.1	49.9
Asia Pacific	59.2	40.8
Rest of the World	1.8	2.3
	323.2	259.5

Included within Americas region is $69.0 million (2024: $44.2 million) of revenue which is attributable to the United States of America, representing the Group’s largest end market by revenue.

Product revenues are recognised at the point in time when single board computers, compute modules, accessories or semiconductors are delivered to Approved Resellers or OEMs, establishing an enforceable right to payment. Raspberry Pi generates revenue from selling individual components, including the RP2040 microcontroller, RP1 I/O controller and memory chips, primarily to OEMs and for manufacturing by licensees, which also earns royalties. Royalties are earned per unit on products organised for manufacture or sale through licensing of designs and trademarks. Revenue is recognised on an accruals basis in accordance with the agreement when the subsequent sale or usage (point of manufacture) event occurs, in line with the IFRS 15 royalty exemption from estimating variable consideration.

The Group generated $83.2 million or 26% (2024: $69.5 million or 27%) of revenues from a major electronic component distributor. Sales to the contract manufacturer accounted for $18.8 million or 6% of total revenues (2024: $36.9 million or 14%).

The Group operates as a single segment, in accordance with IFRS 8 “Operating Segments”, aligned with its primary activity. The data utilised by the Group’s Chief Operating Decision Makers for resource allocation and performance evaluation is provided on a consolidated basis and therefore no segment analysis is included. All material non-current assets are located in the United Kingdom.

4 Research and development expenses

$ million	Year ended 31 December 2025	Year ended 31 December 2024
Employee costs of internal engineers	15.9	14.4
Employee share schemes	4.5	3.2
Costs of external services and materials	8.8	14.6
Intangibles amortisation	13.6	12.3
Capitalised amortisation	(6.8)	(6.0)
Capitalised research and development costs	(13.5)	(20.6)
	22.5	17.9

5 Administrative expenses

$ million	Year ended 31 December 2025	Year ended 31 December 2024
Employee costs	11.5	8.7
Employee share schemes	3.4	2.4
Other employee-related costs	2.1	2.2
Professional fees	3.7	3.2
Depreciation	3.7	4.4
Property-related costs	1.4	1.2
Other expenses	1.8	2.7
Non-recurring costs	—	2.9
	27.6	27.7

Notes to the consolidated financial statements continued For the year ended 31 December 2025 105 Raspberry Pi Holdings plc Annual Report and Accounts 2025

5 Administrative expenses continued

Non-recurring items are presented whenever significant expenses are incurred or income is received because of events considered to be outside the normal course of business, where the unusual nature and expected infrequency merits separate presentation to assist comparisons with previous years. For the year ended 31 December 2024, non-recurring costs consisted of IPO-related costs of $2.9 million. No such costs were incurred in 2025.

Professional fees include audit and interim review services obtained from the Group auditor, Grant Thornton UK LLP. Details of its fees are as follows:

$ million	Year ended 31 December 2025	Year ended 31 December 2024
Fees payable to the Group auditor for:
• the audit of the parent entity and consolidated financial statements	0.1	0.2
• the audit of subsidiary pursuant to legislation	0.6	0.4
Fees payable to the Group auditor for other services:
• non-audit-related services – procedures over the rights issue prospectus	—	1.2
• audit-related services – review procedures over interim accounts	0.1	0.2
	0.8	2.0

6 Employee information

$ million	Year ended 31 December 2025	Year ended 31 December 2024
Wages and salaries	22.8	19.0
Social security costs	2.0	2.0
Pension costs	1.8	1.4
Share-based payments	8.7	4.7
Employee costs capitalised	(6.8)	(8.1)
	28.5	19.0

Further details on share-based payments are provided in Note 27 and employee costs capitalised in Note 2.5.1.

Average headcount	Year ended 31 December 2025	Year ended 31 December 2024
Engineering	67	66
Corporate and administrative	22	16
Communications and publishing	14	16
Sales and product management	24	26
Retail	7	10
	134	134

Directors’ remuneration

$ million	Year ended 31 December 2025	Year ended 31 December 2024
Remuneration	2.4	2.1
Pension contributions to defined contribution pension scheme	0.1	—
Share-based payments	0.7	0.2
	3.2	2.3

The pension contribution for Directors in 2024 was $48,700. This figure is not shown in the table above as the figures are presented in millions. Total remuneration of the highest paid Director in 2025 amounted to $1.3 million (2024: $0.7 million). In both 2025 and 2024, there was one Director who was a member of the defined contribution scheme. The aggregate Directors' remuneration above includes fees paid to Non-Executive Directors. The employee headcount and staff cost disclosures exclude Non-Executive Directors, who are engaged under letters of appointment rather than as employees. Further details of Directors' remuneration are set out in the Directors' Remuneration Report.

Notes to the consolidated financial statements continued For the year ended 31 December 2025 106 Raspberry Pi Holdings plc Annual Report and Accounts 2025

7 Depreciation and amortisation

$ million	Year ended 31 December 2025	Year ended 31 December 2024
Depreciation of property, plant and equipment	2.4	2.8
Depreciation of right-of-use assets	1.6	1.6
Amortisation of intangible assets	13.6	12.3
Plant and equipment depreciation capitalised	(0.3)	—
Intangible amortisation capitalised	(6.8)	(6.0)
	10.5	10.7

8 Net financing items

$ million	Year ended 31 December 2025	Year ended 31 December 2024
Finance income
Bank and other interest receivable	1.0	1.1
Finance costs
Bank interest payable and similar charges	(1.0)	(0.8)
Interest on lease liabilities	(0.4)	(0.4)
Unwinding of discounts	(1.3)	(1.2)
Foreign exchange	0.2	—
	(2.5)	(2.4)
Net financing items	(1.5)	(1.3)

As the Group has no external debt, interest charges primarily relate to RCF arrangement and non-utilisation fees. Interest income is generated from overnight money market deposits and from amounts receivable from HMRC. Interest on lease liabilities and unwinding of discounts on extended trade payable terms arise in accordance with leases and financial instrument accounting rules.

9 Taxation charge

$ million	Year ended 31 December 2025	Year ended 31 December 2024
Current tax:
Current taxation charge	4.9	3.3
Adjustments in respect of previous periods	(1.8)	0.1
	3.1	3.4
Deferred tax:
Deferred taxation charge	1.4	1.6
Adjustment in respect of previous periods	0.3	(0.4)
	1.7	1.2
Taxation charge for the year	4.8	4.6

The charge for the year can be reconciled to the profit per the Consolidated Statement of Comprehensive Income as follows:

$ million	Year ended 31 December 2025	Year ended 31 December 2024
Profit before taxation	26.5	16.3
Corporation tax at an effective rate of 25% (2024: 25%)	6.6	4.1
Effect of:
Adjustments in respect of prior years	(1.5)	(0.3)
Expenses not deductible for tax purposes	—	0.8
Foreign exchange	(0.5)	—
Share-based payments	1.6	—
Effect of group relief/other reliefs	(1.4)	—
Taxation charge for the year	4.8	4.6

Notes to the consolidated financial statements continued For the year ended 31 December 2025 107 Raspberry Pi Holdings plc Annual Report and Accounts 2025

9 Taxation charge continued

In 2025, the total effective tax rate was 18.1%, which is lower than the underlying rate of 25%. The difference from the statutory rate of 25% is due to four factors. The relief for share-based payments differs for accounting and tax purposes, and that resulted in an increase in the effective tax rate by 6.1%. There were three factors reducing the effective tax rate. Changes in estimates for prior year taxation resulted in a net reduction of 5.7%. For 2023 there was some uncertainty of treatment for an item in the tax return and a provision was made accordingly.In 2025, third party, expert advice was received confirming the technical position taken, such that the provision was no longer necessary. In 2025 a patent was granted, allowing the Group to claim certain tax reliefs, reducing the effective rate by 5.7%. Lastly, there was a reduction of 1.9% owing to foreign exchange differences. In 2024 effective tax rate was 28.2%, higher than the underlying 25%, which was mainly due to $2.9 million in non-recurring IPO-related costs, which were largely non-deductible for tax purposes.

10 Earnings per share ("EPS")

Basic EPS: Profit for the period attributable to owners divided by the weighted average number of ordinary shares in issue, excluding unvested shares held by the Employee Benefit Trust, unless specifically allocated or cancelled.

Diluted EPS: Adjusts the weighted average number of shares to include all potentially dilutive shares, such as share options.

Adjusted EPS: Is a non-IFRS alternative performance measure which adjusts basic EPS and diluted EPS for the non-recurring items and share-based payments applied in computing adjusted EBITDA.

Earnings per share	2025	2024
Profit after tax ($ million)	21.7	11.7
Weighted average number of shares in issue during the period	193,477,224	180,669,421
Shares held in Employee Benefit Trust	(155,226)	(155,226)
Total number of shares for basic EPS	193,321,998	180,514,195
Basic earnings per share (cents)	11.22	6.48
Dilutive effect of legacy performance shares scheme	—	7,638,832
Dilutive effect of post-IPO schemes	3,935,355	546,798
Weighted average dilutive number of shares during the period	197,257,353	188,699,825
Diluted earnings per share (cents)	11.00	6.20

Adjusted earnings per share	2025	2024
Profit after tax ($ million)	21.7	11.7
Non-recurring costs – disallowable for tax ($ million)	—	2.9
Employee share schemes ($ million)	7.9	6.0
Tax on employee share schemes ($ million)	(1.6)	(1.3)
Adjusted profit after tax ($ million)	28.0	19.3
Total number of shares for basic EPS	193,321,998	180,514,195
Adjusted basic earnings per share (cents)	14.48	10.69
Weighted average dilutive number of shares in the period	197,257,353	188,699,825
Adjusted diluted earnings per share (cents)	14.19	10.23

Notes to the consolidated financial statements continued
For the year ended 31 December 2025
108 Raspberry Pi Holdings plc Annual Report and Accounts 2025

11 Intangible assets

$ million	On-market development	Pipeline development	Other acquired intangibles	Total
Cost
At 1 January 2024	25.7	21.2	21.1	68.0
Additions	—	26.6	0.3	26.9
Transfers	13.3	(13.3)	—	—
At 31 December 2024	39.0	34.5	21.4	94.9
Additions	—	20.6	3.0	23.6
Transfers	1.2	(1.2)	—	—
At 31 December 2025	40.2	53.9	24.4	118.5
Amortisation
At 1 January 2024	(7.9)	—	(1.5)	(9.4)
Charge	(4.9)	—	(7.4)	(12.3)
At 31 December 2024	(12.8)	—	(8.9)	(21.7)
Charge	(5.4)	—	(8.2)	(13.6)
At 31 December 2025	(18.2)	—	(17.1)	(35.3)
Net book value:
At 31 December 2025	22.0	53.9	7.3	83.2
At 31 December 2024	26.2	34.5	12.5	73.2

To maintain market leadership and drive growth, we develop next generation technology platforms that embody our brand values of performance, price, quality and ease of use. New core hardware is released every three to four years, with software and documentation support setting Raspberry Pi apart from competitors. We prioritise in-house development with a skilled engineering team of 67 (2024: 66), focused on successors to Raspberry Pi 5, semiconductor chips, new computer boards and accessories. Internal and external development costs are capitalised when the criteria outlined in critical accounting judgement Note 2.5.1 are met. On-market development is amortised from its market launch date over a life of three years for accessories, four years for SBCs, and eight years for microcontrollers. The useful economic life of microcontrollers was extended from six years as described in Note 2.5.3. Impairment testing is performed only when an internal or external impairment trigger is identified. Pipeline development in progress is not amortised but instead tested annually for impairment. Historically, most capitalised projects have been commercialised, at which point they are transferred to on-market projects and thereafter amortised as explained above. The other acquired intangibles category primarily relates to licences but also includes any externally acquired intangible assets not already captured in the above categories. Licences, particularly those related to technical designs, are amortised over the length of the licence.

Impairment testing

Impairment testing is performed at the CGU level in line with IAS 36, and as explained in the critical estimate on CGU determination in Note 2.5.2. Management has determined that the assets associated with the Pi 5 product group and the semiconductor product group each constitute individual CGUs representing the lowest level at which impairment can be assessed. The projected cash flows arising from the CGUs are forecast over the expected product demand lifecycle, which may extend up to 20 years from the launch date, and which may exceed the assets' estimated useful economic life ("UEL") of three to eight years. Beyond the period of peak performance, cash flows are projected on a declining basis of up to 30% per annum until management considers the horizon to be reasonable. This is consistent with the critical estimate on CGU determination outlined in Note 2.5.2.

On-market developments were assessed for the following impairment triggers:
External impairment triggers: Market decline, economic changes, increased competition, technological obsolescence, interest rate shifts, and legal or political factors.
Internal impairment triggers: Underperformance, asset utilisation changes, physical damage, restructuring, reduced useful life, and licensing or contractual issues.

For the year ended 31 December 2025, an impairment trigger was identified for the Pi 5 CGU due to current and increasing memory prices, which began rising in the second half of 2025. Accordingly, management performed an impairment assessment of the CGU. No other impairment triggers were identified. The assessment was performed solely in response to memory price increases. As development projects must undertake a mandatory impairment test, this is performed at the CGU level as explained in the critical estimate on CGU determination in Note 2.5.2. Additionally, various other/accessory items are evaluated at the project unit item level, as these products are generally less dependent on core technology capabilities than the core development platforms. No impairment indicator was identified for these products.

Notes to the consolidated financial statements continued
For the year ended 31 December 2025
109 Raspberry Pi Holdings plc Annual Report and Accounts 2025

11 Intangible assets continued

Semiconductor CGU
In accordance with IAS 36, impairment testing for projects under development includes estimated future cash outflows required for completion, even if not yet capitalised – an exception to the general principle. Cash flows have been projected using a three-year forecast, being the period for which detailed projections are available. Cash flows are initially projected on a growth basis before declining at up to 30% per annum once peak performance has been reached, until management considers the horizon to be reasonable. The total projection period therefore extends beyond five years in aggregate. Cash flows are projected based on expected revenue and cost patterns for the products. In the case of semiconductors developed for use in future products, management has based its forecasts on the market prices of equivalent products and projected manufacturing costs based on the past performance of similar products and management's expectations for the future. A discount rate of 17.3% (2024: 15.7%) has been applied in determining the present value of the cash flows anticipated. The discount rate is a pre-tax rate which reflects any specific risks relating to the relevant products. An asset-specific rate is not available directly from the market, and therefore the discount rate has been estimated to reflect, as far as possible, a market assessment of the time value of money. The assessment indicated significant headroom and no impairment has been recognised. Management does not consider that any reasonably possible change, or combination of changes, in key assumptions including discount rates, cash flow projections, and demand decline rates, would result in an impairment. The impact of external risks, including supply chain uncertainties and market fluctuations, has been considered. The assumptions used align with similar product lifecycles, though uncertainties related to climate change risks, enhancement-related cash flows, and extended forecast periods require ongoing assessment. Given the robust development portfolio, the semiconductor CGU remains well positioned for future growth. However, as at the date of these financial statements, there remains a high level of uncertainty regarding long-term market conditions, technological advancements and regulatory changes. The Group continues to monitor potential risks in supply chain logistics, intellectual property regulations and environmental compliance, ensuring that future developments align with the Group’s strategic objectives and IAS 36 requirements.

Pi 5 CGU
An impairment assessment was performed for the Pi 5 CGU due to an identified trigger from rising memory prices, which was not present in 2024. Cash flows were based on forecasts over a three-year budget period, with the model extending to a five-year horizon. Beyond the budget period, future pipeline development has been modelled based on expected sales over the product lifecycle, with cash flows projected on a declining basis of up to 30% beyond the period of peak revenues.Budgeted gross profit has been used, with revenue projections reflecting management's expectations for unit sales volumes and ASP. A pre-tax discount rate of 17.3% has been applied, reflecting the time value of money and CGU-specific risks. While rising memory prices present an identified risk, the Group increased its ASP in line with cost growth, maintaining gross profit per board at historic levels. Management's assessment considered the interdependencies between memory costs, unit sales volumes and margin when stress-testing key assumptions. Management does not consider that any reasonably possible change, or combination of changes, in key assumptions would result in an impairment. Following the assessment, management concluded that the recoverable amount of the Pi 5 CGU exceeded its carrying amount and no impairment was recognised.

12 Property, plant and equipment

$ million	Office and Leasehold improvements	Plant and equipment	computer equipment	Total
Cost
At 1 January 2024	1.7	8.8	2.5	13.0
Additions	0.5	1.2	0.5	2.2
At 31 December 2024	2.2	10.0	3.0	15.2
Additions	0.1	1.5	0.2	1.8
At 31 December 2025	2.3	11.5	3.2	17.0
Depreciation
At 1 January 2024	(0.2)	(6.4)	(1.3)	(7.9)
Charge	(0.5)	(1.7)	(0.6)	(2.8)
At 31 December 2024	(0.7)	(8.1)	(1.9)	(10.7)
Charge	(0.4)	(1.3)	(0.7)	(2.4)
At 31 December 2025	(1.1)	(9.4)	(2.6)	(13.1)
Net book value:
At 31 December 2025	1.2	2.1	0.6	3.9
At 31 December 2024	1.5	1.9	1.1	4.5

As at 31 December 2025, $4.2 million of fully depreciated property, plant and equipment was still in use (2024: $1.7 million).

Notes to the consolidated financial statements continued
For the year ended 31 December 2025
110 Raspberry Pi Holdings plc Annual Report and Accounts 2025

13 Right-of-use ("ROU") assets

$ million	2025	2024
At 1 January	6.1	6.7
Remeasurements	4.5	1.0
Derecognition	(0.4)	—
Depreciation	(1.6)	(1.6)
	8.6	6.1

ROU assets relate to the Group’s property leases over its office building and its warehouse in Suffolk. Leases include variable payments and termination or extension options. During the year, the Group assigned its former office lease which was previously impaired when it was vacated. The ROU asset, lease liability, and dilapidation provision were derecognised, resulting in a $0.3 million gain, net of exit costs. The lease on the current office building was also extended, giving rise to a lease modification and remeasurement of the ROU and corresponding lease liability. ROU assets are depreciated over the shorter of the asset’s useful life and the lease term on a straight-line basis. Details in respect of the Group’s lease liabilities are disclosed in Note 21.

14 Other non-current assets

$ million	2025	2024
Prepaid manufacturing cost	1.3	2.0
Deferred tax asset	0.1	0.3
	1.4	2.3

The prepaid manufacturing cost represents an advance payment made by the Group to its contract manufacturer for the production of Raspberry Pi products. This prepayment is amortised over a period of five years. As at 31 December 2025, $0.7 million (2024: $0.7 million), which is the portion of the prepayment that will be amortised within the next year, is classified as a current asset, while the remaining portion of $1.3 million (2024: $2.0 million) is classified as non-current.

15 Inventories

$ million	2025	2024
Components	114.1	92.9
Finished goods	31.2	63.8
	145.3	156.7

Inventories are stated net of provisions for write-downs to net realisable value, which are recognised as an expense in profit or loss. The movements in inventories presented in the cash flow statement reflect the net change in inventory balances after these provisions, net of the fair value adjustment in relation to the extended payable as discussed in Note 18. Accordingly, separate presentation of write-downs as non-cash adjustments in the reconciliation of profit to cash flows is not considered necessary.

During the year, $235.5 million (2024: $191.8 million) of inventories were charged as cost of sales. Write-downs of inventories to net realisable value amounted to $1.5 million (2024: $1.5 million). These were recognised as an expense during the year ended 31 December 2025 and included in cost of goods sold. The Group recorded an amount of $1.1 million (2024: $4.2 million) as income resulting from reversal of inventory write-downs that were previously recognised. The income was recognised within cost of sales to reverse the original expense. The remaining provision within inventories of $6.6 million (2024: $6.2 million) is for anticipated future obsolescence on specific slow-moving units. As at 31 December 2025, $5.3 million (2024: $3.5 million) of inventories are committed and have been purchased back after the year end as part of repurchase liabilities described in Note 18.

Notes to the consolidated financial statements continued
For the year ended 31 December 2025
111 Raspberry Pi Holdings plc Annual Report and Accounts 2025

16 Trade and other receivables

The Group considers that the carrying amount of trade and other receivables is a reasonable approximation of their fair value due to their short-term nature.

$ million	2025	2024
Trade receivables	52.6	31.0
Prepayments	4.5	3.6
VAT receivable	1.6	0.9
Other receivables	0.8	0.7
	59.5	36.2

The Group applies the IFRS 9 simplified approach to measuring expected credit losses which uses a lifetime expected loss allowance for all trade receivables. Management has assessed the expected credit losses on trade receivables and determined that no loss allowance is required in 2025 (2024: $nil). Accordingly, no movement in the expected credit loss provision has been recognised in administrative expenses in the Consolidated Statement of Comprehensive Income.

In 2025, Raspberry Pi Holdings plc was registered for VAT to account for VAT on intercompany services. This allowed a reclaim of VAT on some of the costs incurred as part of the IPO. As the registration and reclaim of VAT occurred towards the end of 2025 the amount reclaimed was still outstanding at the year end but was repaid by HMRC in February 2026.

$ million	2025	2024
Current tax receivable	1.4	6.6

Owing to its size, the Group has to pay all of its expected corporation tax liability for the financial year, during the calendar year. In calculating and paying this corporation tax, no account can be taken of the Research and Development Expenditure Credit (“RDEC”) that is claimed in the tax return and paid out by HMRC. This means that at the year end there is normally a current tax receivable. In 2025, the 2024 tax returns were submitted earlier than in previous years, meaning that RDEC for both 2023 and 2024 were received during 2025, reducing the net receivable at the end of 2025 compared to 2024.

17 Cash and cash equivalents

$ million	2025	2024
Cash at bank	11.1	5.8
Money market deposits	17.0	40.0
	28.1	45.8

Cash and cash equivalents include money market deposits, cash at bank and cash in hand. Money market deposits are highly liquid and accessible on demand within 24 hours, and carry minimal risk of value changes due to interest fluctuations, ensuring certain returns of investment. The fair value of cash and cash equivalents equals their carrying amount when repayable on demand. The Group’s cash and cash equivalents are held with Barclays Bank UK PLC with credit ratings of A-1 (S&P), P-1 (Moody’s), and F1 (Fitch); and in a money market fund managed by JP Morgan Chase & Co with credit ratings of A-1 (S&P), P-1 (Moody’s) and F1+ (Fitch).

18 Trade and other payables

$ million	2025	2024
Trade payables	46.5	83.1
Accruals and other payables	6.5	7.1
Repurchase liabilities	5.9	4.4
Other taxation and social security	1.2	1.0
Deferred income – RDEC	0.5	0.5
	60.6	96.1

In 2024, the Group had extended payment terms of nine to twelve months with two electronic component suppliers. Supplier invoices totalling $52.2 million were discounted to $51.0 million with reference to observable market interest rates. These payables remained classified within the normal operating cycle. As at 31 December 2025, there is no outstanding balance under these extended term agreements and no such arrangements are still in place. All trade payables are now subject to standard 30 to 45-day terms and are considered by management to approximate to their fair value.

Repurchase liabilities relate to components sold to contract manufacturers for producing finished products the Group has committed to buy. When the Group sells components and orders the assembly of a single board computer using those components, the cash from the sale is deferred as a repurchase liability. This liability is not released until the contract manufacturer delivers the completed product to the Group.

Notes to the consolidated financial statements continued
For the year ended 31 December 2025
112 Raspberry Pi Holdings plc Annual Report and Accounts 2025

19 Provisions

$ million	2025	2024
Less than one year	0.3	0.7
Between one and five years	0.9	1.9
	1.2	2.6

Employee provisions relate to the estimate of future employer National Insurance contributions due on share-based compensation awards which will be payable upon vesting between 2026 and 2032. $0.1 million of this employee provision relates to the shares vesting in the 12 months after the year end. Property provisions relate to clauses to restore property leases to their original condition of the property at the end of the lease. Movements in these provisions are presented set out below:

$ million	Property	Employee	Others	Total
As at 1 January	0.9	1.3	0.4	2.6
Additions	—	—	—	—
Utilised	—	(0.1)	—	(0.1)
Released	(0.3)	(0.8)	(0.2)	(1.3)
	0.6	0.4	0.2	1.2

20 Other non-current liabilities

$ million	2025	2024
Deferred income – RDEC	6.9	4.7
Licence payables	—	1.3
	6.9	6.0

Raspberry Pi Ltd is eligible to claim tax credits for qualifying expenditure under the Research and Development Expenditure Credit scheme, which is accounted for under IAS 20 as government grants.The table below shows the reconciliation of the total movement in both current of $0.5 million, as shown in Note 18, and non-current of $6.9 million.

$ million	2025	2024
As at 1 January	5.1	2.2
Estimate RDEC claim for the year	2.8	3.6
Released to match incurred costs	(0.5)	(0.5)
Released to match amortisation	—	(0.2)
	7.4	5.1

For RDEC related to incurred costs i.e. expenditure during the year that is not capitalised, the credit is recognised in the profit and loss as a reduction in R&D expenses, offsetting the underlying costs that the RDEC incentives are intended to compensate. For RDEC attributable to costs capitalised as pipeline development projects within intangible assets, the credit is initially recorded as deferred income – RDEC on the balance sheet (a non-current liability). It is subsequently recognised in profit and loss over the period necessary to match the amortisation of the relevant project, thereby compensating for the associated intended costs as a reduction in R&D expenses. The RDEC is claimed in conjunction with our tax advisers each year; there are no substantive conditions or other contingencies attaching to the claim, other than complying with the RDEC legislation and formal completion of the approvals process.

21 Lease liabilities

$ million	2025	2024
At 1 January	6.2	7.1
Remeasurements	4.5	1.0
Derecognition	(0.9)	—
Interest	0.4	0.4
Principal repayment	(1.1)	(2.2)
Interest payment	(0.4)	(0.4)
Foreign exchange	0.2	0.3
	8.9	6.2

Refer to Note 13 for the disposals in the year. Total cash payment made for leases amounted to $1.5 million (2024: $2.6 million) with $0.4 million relating to interest (2024: $0.4 million).

Maturity analysis

$ million	2025	2024
Less than one year	0.8	1.4
Between one and five years	6.1	5.2
Over five years	4.9	—
	11.8	6.6
Effect of discounting	(2.9)	(0.4)
	8.9	6.2

22 Financial commitments

In July 2022, the Group entered into a commitment to purchase other licences for intellectual property and related tools over the period to July 2025. This arrangement was amended in January 2025 extending the commitment to January 2027. As at 31 December 2025, the value of the commitment was $7.8 million (2024: $3.7 million). Subsequent to the year end, $1.8 million of this commitment was settled in January 2026.

To ensure the uninterrupted supply of essential components to meet projected demand, the Group has established long-term supply agreements and placed substantial orders with key suppliers and distributors. As both the supplier (delivery) and the Group (payment once delivered) have obligations outstanding, they are not recognised as liabilities on the balance sheet. However, they are disclosed as significant contractual obligations to provide clarity on the financial commitments. As of 31 December 2025, these agreements have committed to component purchases over a pre-defined schedule to December 2028 and are valued at $265.7 million (2024: $333.0 million). The long-term supply agreement relating to these commitments was subsequently revised as disclosed in Note 32.

In November 2025, communication was made to applicable employees on the intention to issue new Restricted Share Units, subject to Board approval, within an open period for employee share dealing purposes in calendar year 2026.

In December 2025, the Group had committed to pay for equipment for use by its contract manufacturer in the production of Raspberry Pi products. This commitment was made through a purchase order amounting $1.3 million. The arrangement is similar in nature to the prepaid manufacturing cost disclosed in Note 14. The related cash outflow occurred after the reporting period.

23 Forward foreign exchange contracts

During the year, the Group entered into new forward foreign exchange contracts to manage short-term currency exposures arising from operational activities. These contracts are used primarily to reduce the impact of exchange rate fluctuations on forecasted transactions, receivables and payables denominated in GBP.

Forward contracts that do not meet the criteria for hedge accounting under IFRS 9 are classified as financial instruments at fair value through profit or loss. As such, they are recognised on the balance sheet as financial assets or liabilities at fair value, with changes in fair value recognised immediately in the income statement within administrative expenses, reflecting their connection to operational activities.

As at 31 December 2025, the aggregate contract amount of forward contracts not designated as hedging instruments was £21.0 million. Realised gains for contracts that matured in the year were immaterial, while unrealised fair value gains for outstanding contracts was $0.2 million which was recognised in the Consolidated Statement of Comprehensive Income within administrative expenses. These contracts expose the Group to foreign currency risk, credit risk and liquidity risk. The Group manages these risks in accordance with its financial risk management policies as disclosed in Note 24.

24 Financial instruments and financial risk management

All of the Group’s financial assets and liabilities, with the exception of the forward exchange contracts which are measured at FVTPL, were non-derivative and measured at amortised cost in the current and comparative period comprising cash and cash equivalents, trade receivables, trade payables, and both short-term and long-term licence payables. The Board regulates the use of free-standing derivatives (such as forward foreign exchange contracts) in accordance with established risk management strategies. The Group is exposed to currency, liquidity and credit risks arising from its financial instruments. The Group’s risk management policies are designed to mitigate potential adverse impacts on financial performance. The key risks are addressed as follows:

24.1 Market risk analysis

$ million	2025	2024
Trade receivables	52.6	31.0
Cash and cash equivalents	28.1	45.8
Financial assets at amortised cost due within one year	80.7	76.8
Financial asset measured at FVTPL	0.2	—

Currency risk: The Group presents its consolidated financial statements in US Dollars, being the currency that predominantly influences the sales prices; nonetheless, operations are primarily UK based, which is where the majority of employees work and activities occur. Consequently, the Group is exposed to foreign currency risk arising from exchange rate movements mainly between US Dollar, British Pound Sterling and Euro. These movements affect the value of transactions (e.g. UK payroll) and the translation of comparative financial results. In accordance with IFRS 7, the Group is required to present a sensitivity analysis illustrating hypothetical changes in foreign exchange rates on profit or loss and shareholders’ equity.

• A 10% strengthening of the US Dollar would result in an FX gain of $0.4 million (2024: $0.5 million).
• A 10% weakening of the US Dollar would result in an FX loss of $0.3 million (2024: $0.4 million).

The impact on profit and loss and shareholders’ equity would be identical as no currency translation reserve or difference arises on consolidation as all subsidiaries share a US Dollar functional currency.

Interest rate risk: The Group has access to an RCF which remained undrawn at the reporting date and therefore did not give rise to interest expense. The Group does not have any external borrowings outside of property leases that contain fixed rates of interest in the current or comparative periods, and therefore interest rate risk is not considered material. Management regularly reviews forecast debt, cash and cash equivalents and interest rates to monitor this risk and would consider hedging instruments if the perceived risk was to increase.

24.2 Credit risk analysis

Exposure to credit risk emerges primarily through trade receivables of $52.6 million (2024: $31.0 million) for providing credit to customers in the normal course of business. In order to minimise credit risk, the Group has policies to check that potential customers are demonstrably creditworthy and this, together with the aggregate financial exposure, is monitored. Credit limits are reviewed by the credit controller on a regular basis in conjunction with debt ageing and collection history. Commercial insurance is also obtained as deemed necessary. There have been no material instances of actual or expected credit losses during the current or prior financial years. The Group applies the IFRS 9 simplified approach to measuring expected credit losses which uses a lifetime expected loss allowance for all trade receivables. Any movement in expected credit loss provision is included in administrative expenses in the Consolidated Statement of Comprehensive Income.

Liquidity risk: Refers to the risk that the Group will not have sufficient financial resources to meet its obligations as they fall due.

$ million	2025	2024
Trade payables	46.5	84.0
Other financial liabilities	1.3	3.0
Financial liabilities at amortised cost due within one year	47.8	87.0
Financial liabilities at amortised due over one year	—	1.3
Financial liabilities at amortised cost	47.8	88.3

The comparative figure for trade payables for the prior year was updated to correct a calculation error. The correction does not affect the overall liquidity risk assessment.The amounts above reflect the contractual undiscounted cash flows, which may differ to the carrying values of the liabilities at the reporting date. The Group mitigates this risk by:
• maintaining appropriate levels of cash and access to credit facilities;
• monitoring forecast and actual cash flows; and
• matching the maturity profiles of financial assets and liabilities.

The Group constantly reviews revenue, purchases, inventory and cash flow forecasts to ensure that obligations can be met as they arise. Since the Group’s financial assets and liabilities arise from operations, with the exception of the non-current lease liabilities, they all have a maturity within the one-year business operating cycle. The Group does not have any external borrowings in the current or comparative period; therefore, net debt is positive as net cash being $19.2 million (2024: $39.6 million) represented by cash and cash equivalents in Note 17 less the lease liabilities in Note 21. As at 31 December 2025, the Group has access to an $80.0 million undrawn RCF available until 4 March 2029.

25 Deferred taxation

The principal deferred tax liabilities relate to differences between the tax and accounting base of intangible assets relating to development costs capitalised. Deferred tax liabilities associated with intangible assets unwind to offset the tax distortion that would otherwise occur as the assets are amortised.

$ million	2025	2024
Deferred tax liabilities
Development costs capitalised	(15.7)	(13.1)
Property, plant and equipment	(0.7)	(0.7)
	(16.4)	(13.8)
Deferred tax assets
Share-based payments	0.9	2.1
Deferred income – RDEC	1.9	1.3
Other timing differences	0.4	0.3
	3.2	3.7
Net deferred tax liability	(13.2)	(10.1)

Development costs are capitalised and amortised over future periods for accounting profit but are immediately deductible under section 1308 of the Corporation Tax Act 2009 for taxable profit. These costs have a tax base of nil, creating a temporary difference between their carrying amount and tax base. This deferred tax liability (“DTL”) reflects future tax payable as amortisation occurs, with the full tax deduction claimed upfront. The DTL unwinds over the asset’s useful life, aligning tax and accounting treatments.

Deferred tax is provided on temporary differences between the tax bases of assets and liabilities and their carrying amounts in the financial statements. It is calculated using tax rates that have been enacted or substantively enacted by the reporting period’s end and are expected to apply when the timing differences are resolved. In accordance with IAS 12 rules, all deferred tax balances are presented as long term, are not discounted and are presented net on the balance sheet to the extent that they arise with the same tax authority.

Notes to the consolidated financial statements continued For the year ended 31 December 2025
116 Raspberry Pi Holdings plc Annual Report and Accounts 2025

26 Share capital and other reserves

The share capital represents the nominal value of share capital subscribed for. Raspberry Pi Holdings plc has the following share capital as at the reporting date.

Nominal capital	Number of shares	Share capital $ million
Ordinary shares of £0.0025 each	193,582,149	0.6
Deferred shares of £0.0025 each	61,610,435	0.2
	255,192,584	0.8

193,415,715 ordinary shares of £0.0025 each have been listed for trading on the London Stock Exchange. During the year, as detailed in Note 27, additional shares were issued in connection with the vesting and release of share-based awards. 61,610,435 deferred shares of £0.0025 each were created as part of the share capital reorganisation. The deferred shares have no voting rights or rights to a dividend. It is intended for the holders of the deferred shares to transfer them to the Company otherwise than for valuable consideration pursuant to s659(1) CA 2006 in Q2 2025. They will then be cancelled pursuant to s662(1)(c).

Share premium account

The share premium account records the amount above the nominal value received for shares issued, less transaction costs. The listing generated $40.0 million in gross proceeds, with $7.6 million in costs deducted directly from equity. At the time the costs were incurred, only a limited recovery of input VAT was available, so the full expense was charged to share premium. During 2025 it was possible to reclaim $1.4 million of VAT from HMRC. As the original costs were charged to share premium, the recovery was accounted for as an increase in share premium. The share premium account is in most circumstances not immediately available for distribution.

Share-based payment reserve

This reserve represents the cumulative income statement charges for unvested employee share awards. Once the awards vest this reserve is recycled to retained earnings and the issue of equity is reflected in share capital, share premium or retained earnings as appropriate.

Merger reserve

As described in Note 2.2, the Group completed a capital reorganisation in 2024. Subsidiary assets and liabilities were consolidated at book value, and consolidated reserves were adjusted to reflect the statutory share capital of the Company with the difference recorded in the merger reserve. The merger reserve and retained earnings are presented gross on consolidation such that the Group’s retained earnings are a reasonable measure of the underlying distributable reserves of the Company on a standalone entity basis as this is considered useful information for investors.

Retained earnings

This reserve represents the total of all current and prior retained earnings available to facilitate future shareholder distributions.

27 Share-based payments

All share-based payments are related to employee share schemes and are equity settled for shares of Raspberry Pi Holdings plc. Equity awards are a key component of the overall remuneration package, being essential for retaining, motivating and rewarding key employees. The Group has four active equity-settled share schemes: market value options, nil-cost options, Restricted Share Units (“RSU”) and Performance Share Units (“PSU”). In addition, awards under the Deferred Bonus Plan (“DBP”) relating to 2025 performance will be granted in 2026.

The table below illustrates the number and movements in the schemes during the year:

	Market value options	Nil cost	Restricted Share Units	Performance Share Units
Outstanding at beginning of the year	11,561,566	253,773	—	—
Granted during the year	—	—	926,875	967,956
Forfeited during the year	(186,978)	—	(2,057)	—
Exercised during the year	(46,768)	—	(119,666)	—
Outstanding at end of the year	11,327,820	253,773	805,152	967,956

Notes to the consolidated financial statements continued For the year ended 31 December 2025
117 Raspberry Pi Holdings plc Annual Report and Accounts 2025

27 Share-based payments continued

The share-based payment charges are as follows:

$ million	Year ended 31 December 2025	Year ended 31 December 2024
Deferred Bonus Plan	0.1	—
Performance Share units and Restricted Share Units – granted on 14 May 2025	3.4	—
Market value and nil-cost options – granted on 11 June 2024	5.2	2.7
Legacy 2020 LTIP scheme – IFRS 2 charge	—	0.8
Legacy 2020 LTIP scheme – accelerated charge on settlement	—	1.2
	8.7	4.7

Deferred Bonus Plan

The Deferred Bonus Plan is available to Executive Directors of Raspberry Pi Holdings plc. Awards are made in respect of performance in the financial year immediately preceding the grant and are based on performance against objectives set annually. Incentives are typically delivered partly in cash and partly in ordinary shares of the Company on a deferred basis. The share element is usually granted as nil-cost options which vest after a three-year vesting period. The share-based payment charge is recognised over four years, reflecting the performance year and the subsequent vesting period. An unvested award will normally lapse if the Executive Directors leaves employment, unless they leave because of disability or ill health, a corporate event or are otherwise classified as a good leaver at the Board’s discretion. Further details are provided in the Directors’ Remuneration Report on page 75.

Share-based awards granted in the year

On 14 May 2025, the Group made additional equity grants comprising Restricted Share Units (“RSUs”) and Performance Share Units (“PSUs”). The RSUs vest quarterly over a four-year period, subject to continued employment. They are not subject to any performance conditions. Each RSU carries an exercise price of one-quarter of a penny per share. Shares for the RSUs vesting in June and September 2025 were released in the year.

On 19 January 2026, the Company allotted 74,712 ordinary shares to its third-party share plan administrator to facilitate the settlement of share-based compensation awards that vested on 31 December 2025. This is a non-adjusting event under IAS 10.

The PSUs are subject to performance conditions based on earnings per share (“EPS”) growth and relative total shareholder return (“TSR”) compared to the FTSE 250, excluding companies in the Financial Services, Mining and Extraction, and Investment Trust sectors. Performance will be assessed over a three-year period, based on the cumulative EPS achieved over the three financial years. Vesting will occur on a straight-line basis between threshold and maximum performance targets. PSUs granted to the Executive Directors of Raspberry Pi Holdings plc are subject to a post‑vesting holding period of two years. Further details on the performance conditions are set out in the Directors’ Remuneration Report on page 75.

The following table sets out the key inputs used in the valuation models applied to each of the schemes.| | Restricted Share | TSR Performance Share Units | EPS Performance Share Units | Units |
| :--- | :--- | :--- | :--- | :--- |
| Post-vesting holding period | None | 2 years | None | 2 years | None |
| Grant date | 14 May 2025 | | | | |
| Number of awards granted | 212,055 | 111,242 | 422,841 | 221,818 | 926,875 |
| Grant date share price | £5.20 | | | | |
| Fair value of share | £4.25 | £3.59 | £5.20 | £4.39 | £5.20 |
| Exercise price | — | — | — | — | £0.0025 |
| Expected term | 2.6 years | 2.6 years | 2.6 years | 2.6 years | 4 years |
| Expected volatility | 35.0% | 35.0% | 35.0% | 35.0% | n/a |
| Risk-free rate | 3.90% | 3.90% | 3.90% | 3.90% | n/a |
| Dividend yield | 0.0% | 0.0% | 0.0% | 0.0% | n/a |
| Adjusted grant date fair value | Grant date (post-vesting restriction) | Grant date fair value | Valuation type | Monte Carlo | Monte Carlo |

Notes to the consolidated financial statements continued
For the year ended 31 December 2025
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Raspberry Pi Holdings plc Annual Report and Accounts 2025

27 Share-based payments continued

Option awards granted upon Admission to the London Stock Exchange

On 11 June 2024 immediately before the IPO, alongside the settlement of legacy share awards, new awards were granted in the form of market value options and nominal-cost options over shares of Raspberry Pi Holdings plc. The market value options have an exercise price equal to the IPO share issue price of £2.80. The nominal-cost options have a quarter pence nominal exercise price. The awards vest on the third anniversary of the date of grant, subject to the employee remaining in Group employment. The awards are not subject to other performance or holding conditions. The options expire on the tenth anniversary of the date of grant or upon leaving.

The grant date fair value of the new awards was calculated with assistance from an external valuation expert using a Black-Scholes model with the following inputs and assumptions:

	Market value options	Nil cost
Grant date	11 June 2024	11 June 2024
Number of awards granted	11,561,566	253,773
Grant date share price	£2.80	£2.80
Exercise price	£2.80	£0.00
Expected term	5 years	3 years
Expected volatility	35.0%	35.0%
Risk-free rate	4.2%	4.4%
Dividend yield	0.0%	0.0%

Key assumptions in calculating the fair value of the awards

Equity schemes granted on 11 June 2024 and 14 May 2025 used a volatility assumption of 35.0%. This was determined in reference to the midpoint between the mean and median enterprise value volatilities of a selected peer group of listed technology and software companies and is consistent with the volatility input applied in the valuation of the market value option grant issued in June 2024. An employee attrition rate of 5% was applied in calculating the fair value of the awards, reflecting management’s expectations of forfeiture based on the post-IPO environment.

Settlement of 2020 LTIP scheme upon listing on the London Stock Exchange

In 2020, the Board approved a Long-Term Incentive Plan (“LTIP”) and up to the listing date had awarded 19,480 B ordinary shares to employees. These shares were designed to participate in the proceeds from an exit, defined as the Company’s sale or a stock exchange listing. On the sale of Raspberry Pi Ltd to Raspberry Pi Holdings plc in May 2024, the B shares were exchanged for shares with equivalent rights in Raspberry Pi Holdings plc. Upon listing on the London Stock Exchange, all outstanding awards vested and settled by the granting of ordinary shares in Raspberry Pi Holdings plc. When the awards vested in 2024, the cumulative $3.3 million charged to the income statement since 2020 was transferred to retained earnings.

Notes to the consolidated financial statements continued
For the year ended 31 December 2025
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28 Material accounting policies

This note provides a list of other potentially material accounting policies adopted in the preparation of these consolidated financial statements to the extent that they have not already been disclosed in the notes above. These policies have been consistently applied to all of the years presented, unless otherwise stated. The financial statements are for the Group consisting of Raspberry Pi Holdings plc and its subsidiaries as listed in the Company financial statements.

28.1 Revenue recognition

Revenue is recognised in accordance with IFRS 15 “Revenue from Contracts with Customers”. Revenue is recognised when control of goods or services is transferred to the customer, reflecting the consideration expected to be received. The five-step model in IFRS 15 is applied, except for royalties for the licence of intellectual property as explained below. Revenue is only recognised if an enforceable right to payment can be demonstrated.

Product revenues: Generated by supplying single board computers (“SBCs”), compute modules, accessories and semiconductors from our contract manufacturer directly to Approved Resellers (“ARs”) and original equipment manufacturers (“OEMs”). The Group acts as principal in these direct distribution transactions. Revenues are recognised at the point in time when physical possession of the product has transferred to the customer, based on fixed prices per unit. The transfer is evidenced by receipt of an undisputed delivery note, as the sole performance obligation is satisfied.

Royalties: Earned per unit on products that customers manufacture (e.g. Pi 5) and sell (e.g. Pi 4) through licensing of designs and trademarks. According to IFRS 15, the sales-based or usage‑based royalty exception (paragraph B63) applies, as the licence is the predominant performance obligation. Royalties are recognised on an accruals basis in accordance with the underlying agreement when the subsequent sale or usage event that triggers the royalty occurs and are presented net of any amounts collected on behalf of third parties, regardless of whether the licence is a right to use or right to access.

Component revenues: Recognised at the point in time when physical possession of the product has transferred to the customer, based on fixed prices per unit, following the accounting policy for product revenues, unless the Group has made a promise to repurchase the component.

Sales returns provision: The Group recognises a provision for expected sales returns on SBCs, which typically include a 12-month warranty under standard sales terms. Returns are assessed at each reporting date, and if no significant returns are expected, no provision is recognised. This estimate is periodically reviewed based on emerging trends and historical data. As there has been no history of material returns, no such provision has been recognised to date.

Repurchase liabilities: These occur when the Group sells components to the contract manufacturer and simultaneously raises an order for the manufacture of a finished product that contains the same component. As the Group will subsequently repurchase the asset, control has not been transferred, with the contract manufacturer limited in its ability to direct the use of, and obtain substantially all of the remaining benefits from, the asset. Consequently, in accordance with paragraph B66(b) of IFRS 15, the transaction is treated as a financing arrangement. The inventory is not derecognised, and instead the cash received from the contract manufacturer is treated as a short-term financial liability. On repurchase, the repurchase price which represents the cost of the finished goods including processing costs incurred by the contract manufacturer, is capitalised as inventory in accordance with the Group's inventories policy (Note 28.10). No financing component is separately recognised owing to the immateriality of the time value of money within standard 30-day payment terms. These costs are recognised in cost of sales upon sale of the finished goods.

Principal versus agent: The Group evaluates the following indicators, among others, when determining whether it is acting as a principal or agent in the transaction and recording revenue on a gross or net basis: (i) The Group is primarily responsible for fulfilling the promise to provide the product. (ii) The Group has inventory risk before the product has been transferred to a customer. (iii) The Group has discretion in establishing the price for the product.

The Group also operates a publishing business, Raspberry Pi Press, which produces magazines and books, as well as the Raspberry Pi Store in Cambridge, England. All revenue is recognised at the point in time that the product is transferred to the customer, except for publishing revenue, which is recognised over the length of the magazine subscription. Furthermore, the Group applies IFRS 15 practical expedients for significant financing components and costs to fulfil contracts, as the Group’s sales cycles are generally short term and do not exceed 12 months.

Notes to the consolidated financial statements continued
For the year ended 31 December 2025
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28 Material accounting policies continued

28.2 Cost of sales

The Group recognises cost of sales at the point at which it recognises revenue as explained above. Cost of sales predominantly relates to the cost of goods or services purchased from suppliers and then sold to customers. The cost of sales for products sold by us through our direct distribution channel is the price we pay for them to be manufactured, plus licence fees paid to parties whose intellectual property is used in their design. The Group considers the cost of shipping its products to the customer to be directly associated with generating revenue and therefore presents these costs (2025: $3.5 million; 2024: $1.9 million) within cost of sales. The cost of sales for products sold through the licensee channel is the licence fees paid to parties whose intellectual property is used in these products’ design. The manufacturing cost of the products sold through the licensee channel is borne by the licensee.

28.3 Foreign exchange

All material entities have a US Dollar functional currency.The US Dollar primarily influences both the sales prices for products and services and the cost of associated raw materials and component parts. As the Group’s presentational currency is also US Dollars no exchange reserve arises on consolidation. Underlying foreign currency transactions (primarily transactions in Sterling) are translated into US Dollars using daily average exchange rates. Foreign exchange gains and losses resulting from the settlement of such transactions, and from the translation of Sterling‑denominated working capital items, are recognised in the Consolidated Statement of Comprehensive Income.

28.4 Segmental analysis

The Group determines and presents operating segments based on the information that is provided internally to the Board, which is the Group’s Chief Operating Decision Maker (“CODM”). It is the view of the Directors that the Group has a single operating segment, as defined by IFRS 8 “Operating Segments”, being the manufacture and sale of cost-effective programmable computing devices. The CODM makes operating decisions for a single operating unit and operating performance is assessed as a single operating segment. The information used by the CODM is consistent with, and prepared on the same basis as, that presented in the financial statements.

28.5 Current and deferred taxation

The tax expense for the period consists of the tax payable on the current period’s taxable income, based on applicable income tax rates, adjusted for changes in deferred tax assets and liabilities due to temporary differences. Current tax receivables and payables are measured at the expected amount to be recovered from or paid to tax authorities, based on the annual corporation tax return prepared with our tax advisers, in accordance with enacted or substantively enacted UK tax rates and legislation.

Deferred tax is provided on temporary differences between the tax bases of assets and liabilities and their carrying amounts in the financial statements. It is calculated using tax rates that have been enacted or substantively enacted by the reporting period’s end and are expected to apply when the timing differences are resolved. Deferred tax assets are recognised only if it is probable that future taxable amounts will be available to utilise them.

Deferred tax assets and liabilities are offset when there is a legally enforceable right to do so, and they relate to the same taxation authority. Current tax assets and liabilities are similarly offset when there is a legal right to net them, or to realise the asset and settle the liability simultaneously. Excess tax benefits beyond IFRS 2 charges are recognised in equity. Current and deferred tax is recognised in profit or loss, except when it relates to items recognised in other comprehensive income or directly in equity, in which case the tax is recognised accordingly in those areas.

The Group applies IFRIC 23 “Uncertainty over Income Tax Treatments” when assessing tax positions where uncertainty exists regarding acceptance by tax authorities. Under IFRIC 23, tax treatments are evaluated based on whether it is probable that the relevant tax authority will accept them. If acceptance is not probable, the most likely outcome or expected value approach is applied to determine the tax position. The Group recognises uncertain tax positions in current or deferred tax calculations and records provisions where necessary. Changes in facts or circumstances are monitored, and adjustments are made as required. The Group’s policy ensures consistent application of IFRIC 23 principles, with judgements reviewed regularly in consultation with external tax advisers.

Notes to the consolidated financial statements continued For the year ended 31 December 2025
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28 Material accounting policies continued

28.6 Intangible assets

Externally acquired intangible assets predominantly relate to software licences which are initially recognised at cost and subsequently amortised over the life of the licence. All other intangible assets are amortised straight line over a period of three to eight years. The accounting for capitalised pipeline development projects is considered to contain a critical judgement upon initial capitalisation of the costs and a critical estimate in determining the useful lives of the projects once launched. Refer to the critical judgements and estimates relating to these items in Note 2.5.

Capitalised development costs are amortised over the periods the Group expects to benefit from selling the products developed. The amortisation expense is included within research and development expenses in the Consolidated Statement of Comprehensive Income. For capitalised pipeline development costs that are not yet complete, these costs are not amortised but subject to mandatory annual impairment testing in accordance with IAS 36.

28.7 Property, plant and equipment

Property, plant and equipment (“PPE”) are stated at historical cost less depreciation and impairment. Depreciation uses the straight-line method, with asset residual values, useful lives and depreciation methods reviewed periodically. All PPE is depreciated over three years except for leasehold improvements which are depreciated with reference to the life of the lease. The estimated useful lives and depreciation method are reviewed at the end of each reporting period, with the effect of any changes in estimate accounted for on a prospective basis.

An item of property, plant and equipment is derecognised upon disposal or when no future economic benefits are expected to arise from the continued use of the asset. The gain or loss arising on the disposal or retirement of an asset is determined as the difference between the sales proceeds and the carrying amount of the asset and is recognised in profit or loss.

28.8 Leases

The Group assesses whether a contract is or contains a lease, at inception of the contract. The Group recognises a right-of-use asset and a corresponding lease liability with respect to all lease arrangements in which it is the lessee, except for short-term leases (defined as leases with a lease term of 12 months or less) and leases of low-value assets (defined as assets with a value of $5,000 or less when new). For these leases, the Group recognises the lease payments as an operating expense on a straight-line basis over the term of the lease unless another systematic basis is more representative of the time pattern in which economic benefits from the leased assets are consumed.

The lease liability is initially measured at the present value of the lease payments that are not paid at the commencement date, discounted by its incremental borrowing rate. The lease liability is subsequently measured by increasing the carrying amount to reflect interest on the lease liability (using the effective interest method) and by reducing the carrying amount to reflect the lease. The Group remeasures the lease liability (and makes a corresponding adjustment to the related right-of-use asset) whenever the lease term or payments are changed.

28.9 Financial instruments

Financial assets and liabilities are recognised when the Group becomes a party to the contract provisions. They are initially measured at fair value with subsequent measurement dependent on their classification as either amortised cost or fair value through profit and loss or other comprehensive income. The Group’s financial instruments comprise financial assets and liabilities measured at amortised cost and derivative financial instruments measured at fair value through profit or loss.

• Cash and cash equivalents comprise cash at bank and in hand and short-term deposits maturing in less than three months. For the purposes of the Consolidated Statement of Cash Flows, cash and cash equivalents consist of cash and cash equivalents as defined above, net of outstanding bank overdrafts.
• Trade and other receivables are recognised at fair value (which ordinarily reflects the invoice amount) and carried at amortised cost, less an allowance for expected lifetime losses as permitted under the simplified approach in IFRS 9.
• Trade payables and other payables are not interest bearing and are recognised at fair value (which ordinarily reflects the invoice amount) and subsequently at amortised cost.

Trade receivables and payables are amounts due from customers or owed to suppliers in the ordinary course of business. As they are subject to standard payment terms these balances are considered current and are recognised at their invoice value, being a reasonable approximation of fair value due to their short-term nature. They are recognised initially at the invoice amount, unless they contain significant financing components, in which case they are recognised at fair value. The Group holds the trade receivables with the objective of collecting the contractual cash flows, and it therefore measures them subsequently at amortised cost.

Notes to the consolidated financial statements continued For the year ended 31 December 2025
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28 Material accounting policies continued

28.9 Financial instruments continued

Interest-bearing loans and overdrafts are initially recorded at fair value, net of direct issue costs, and subsequently measured at amortised cost using the effective interest method, with interest expense recognised over the term of the liabilities. Since the RCF is undrawn, the arrangement fee cannot be offset against any borrowing and is therefore recognised within other debtors and prepayments. The arrangement fee is amortised over the term of the RCF. Although there are currently no external borrowings drawn, the Group has access to the RCF, necessitating the inclusion of this accounting policy. The Group’s activities expose it to financial risks from fluctuations in foreign exchange and interest rates.The Board regulates the use of free-standing derivatives (such as forward FX contracts) in line with established risk management strategies.

• Derivative financial instruments comprise of forward foreign exchange contracts to manage short-term operational currency exposures, primarily to reduce the effect of fluctuations in GBP on forecasted transactions, receivables and payables. Forward foreign exchange contracts are recognised on the Consolidated Statement of Financial Position at fair value. Forward contracts that do not meet the criteria for hedge accounting under IFRS 9 are classified as financial instruments at fair value through profit or loss. Changes in fair value of contracts not qualifying for hedge accounting are recognised in profit or loss and classified within administrative expenses, reflecting the operational nature of the contracts. Fair values are determined using observable market inputs and are classified as Level 2 in the fair value hierarchy. The Group’s use of forward contracts exposes it to foreign currency, credit and liquidity risks, which are managed in accordance with the Group’s financial risk management policies.

Derecognition of financial assets

The Group derecognises a financial asset when the contractual rights to the cash flows from the asset expire, or it transfers the rights to receive the contractual cash flows in a transaction in which substantially all of the risks and rewards of ownership of the financial asset are transferred or in which the Group neither transfers nor retains substantially all of the risks and rewards of ownership and does not retain control of the financial asset. On derecognition of a financial asset, the difference between the carrying amount of the asset (or the carrying amount allocated to the portion of the asset that is derecognised) and the consideration received (including any new asset obtained less any new liability assumed) is recognised in the Consolidated Statement of Comprehensive Income. Any interest in such transferred financial assets that is created or retained by the Group is recognised as a separate asset or liability.

Derecognition of financial liabilities

The Group derecognises financial liabilities when the Group’s obligations are discharged or cancelled or have expired. The difference between the carrying amount of the financial liability derecognised and the consideration paid and payable is recognised in the Consolidated Statement of Comprehensive Income.

28.10 Inventories

Inventories, which comprise components and finished goods for resale, are valued at the lower of cost and net realisable value, after making due allowance for obsolete and slow‑moving inventories. Cost comprises all costs of purchase and cost of conversion (excluding borrowing costs). Costs are assigned to individual items of inventory on the basis of weighted average costs. Net realisable value is the estimated selling price in the ordinary course of business less the estimated costs necessary to make the sale. For finished goods acquired under repurchase arrangements with contract manufacturers (Note 28.1), cost includes the repurchase price paid, which incorporates the cost of conversion.

28.11 Provisions

A provision is recorded in the Consolidated Statement of Financial Position when the Group has a legal or constructive obligation arising from a past event, and it is likely that settling the obligation will require an outflow of economic benefits. If the impact is material, the provision is calculated by discounting the anticipated future cash flows at a pre-tax rate that reflects current market views on the time value of money and, where relevant, risks specific to the liability. When discounting is applied, the increase in the provision over time is recognised as a finance cost. If it is virtually certain that an insurer will reimburse part or all of the economic outflows required to settle a provision, the reimbursement amount is recognised as an insurance receivable asset and reported separately within other receivables, provided the receivable amount can be measured reliably.

28.12 Employee benefits

Liabilities for wages, salaries, non-monetary benefits and annual leave expected to be settled within 12 months are recognised and measured at the expected amounts. Defined contribution plans are expensed as incurred on an accruals basis.

Notes to the consolidated financial statements continued
For the year ended 31 December 2025
123 Raspberry Pi Holdings plc Annual Report and Accounts 2025

28 Material accounting policies continued

28.13 Deferred income – RDEC (government grants)

The Research and Development Expenditure Credit (“RDEC”) is accounted for as a government grant where there is a reasonable assurance that the grant will be received, and the Group will comply with all attached conditions. The tax credits are initially recognised once they are receivable on an accruals basis. Whilst IAS 20 “Accounting for Government Grants and Disclosure of Government Assistance” excludes tax credits from its scope, so does IAS 12 “Income Taxes” and no other standard either includes it or appears relevant; therefore, in the absence of any other specific guidance, we follow IAS 20 as it is considered normal in this scenario. To the extent that the credits relate to expenses already incurred the income is presented as a reduction in R&D expenses, offsetting the underlying costs that the RDEC incentives are intended to compensate. To the extent that the credits relate to pipeline development costs that have been capitalised within intangible assets, the income is initially deferred onto the Consolidated Statement of Financial Position and then subsequently recognised in profit and loss to match the amortisation of the related costs being compensated. This income is presented as a reduction in R&D expense within operating profit as the income is taxable.

28.14 Share-based payments

The Group issues equity-settled share-based payments which are fair valued at the grant date. For awards valued by reference to the Company’s share price, the opening market price on the grant date is used. Once the grant date fair value has been determined, it is recognised in the Consolidated Statement of Comprehensive Income on a straight-line basis over the vesting period, with appropriate adjustments for forfeitures. Where vesting periods or other vesting conditions apply, the expense is allocated over the relevant vesting period based on the best available estimate of the number of share options expected to vest. The corresponding credit is to the share-based payment reserve. Upon vesting, amounts recognised in the share-based payment reserve are transferred to retained earnings.

28.15 Own shares

The Group provides finance to Employee Benefit Trusts to either purchase Company shares on the open market, or to subscribe for newly issued share capital, to meet the Group’s obligation to provide shares when employees exercise their options or awards. Costs of running the Trusts are charged to the Consolidated Statement of Comprehensive Income. Shares held by the ESOP Trusts are deducted from reserves and presented in equity as an own share reserve until such time that an employee exercises their award. At the reporting period, there were 155,226 shares in the Trust at historical cost of approximately $500.

28.16 Dividends

Dividends are recognised when they become legally payable. In the case of final dividends, this is when approved by the shareholders at the AGM. Interim dividends are recorded when paid.

29 Alternative performance measures ("APMs")

Adjusted EBITDA (as presented in the Consolidated Statement of Comprehensive Income), adjusted operating profit, adjusted research and development expenses and adjusted administrative expenses are non-IFRS measures used by the Board and management to monitor the Group’s performance.

$ million	Year ended 31 December 2025	Year ended 31 December 2024
Operating profit	28.0	17.6
Amortisation and depreciation	10.5	10.7
EBITDA	38.5	28.3
Share-based payment charges	8.7	4.7
NI on share-based payment charges	(0.8)	1.3
Employee share schemes	7.9	6.0
Non-recurring costs	—	2.9
Adjusted EBITDA	46.4	37.2
Amortisation and depreciation	(10.5)	(10.7)
Adjusted operating profit	35.9	26.5

Notes to the consolidated financial statements continued
For the year ended 31 December 2025
124 Raspberry Pi Holdings plc Annual Report and Accounts 2025

29 Alternative performance measures ("APMs") continued

$ million	Year ended 31 December 2025	Year ended 31 December 2024
Research and development expenses	22.5	17.9
Amortisation (net of capitalised amortisation)	(6.8)	(6.3)
Share-based payment charges	(5.1)	(2.3)
NI on share-based payment charges	0.6	(0.6)
Adjusted research and development expenses	11.2	8.7

$ million	Year ended 31 December 2025	Year ended 31 December 2024
Administrative expenses	27.6	27.7
Depreciation (net of capitalised depreciation)	(3.7)	(4.4)
Share-based payment charges	(3.6)	(2.4)
NI on share-based payment charges	0.2	(0.7)
Non-recurring costs	—	(2.9)
Adjusted administrative expenses	20.5	17.3

30 Controlling shareholder(s)

Under UK Listing Rule 5.3, a controlling shareholder is any party that, alone or with others, controls 30% or more of voting rights. No single entity holds a majority stake in the Group or is considered its ultimate controlling party. The Raspberry Pi Foundation (the “Foundation”) is a registered charity in England and Wales (Charity No. 1129409), owns 90,326,121 (46.7%) ordinary shares in the Company through its wholly owned subsidiary, Raspberry Pi Mid Co Limited (the “Controlling Shareholder”), and is incorporated in England and Wales (Reg. No. 13603843). The address of both entities is 37 Hills Road, Cambridge CB2 1NT. As disclosed to the takeover panel prior to the initial public offering in May 2024, the Group believes that Ezrah acts in concert with the Foundation.With a combined shareholding of 50.02%, a parallel Relationship Agreement with Ezrah was also executed on 11 June 2024. As at 31 December 2025, the combined shareholding was 49.98%, as set out in the Directors’ Report. On 11 June 2024, the Group entered into Relationship Agreements with the Foundation, the Controlling Shareholder and the Ezrah Charitable Trust (together, the “Controlling Shareholders”) to ensure the Group operates independently, at arm’s length and on a normal commercial basis. These agreements prohibit the Foundation from voting on matters affecting itself or actions that could breach UK Listing Rules or compromise the Group’s independence. The Controlling Shareholder may nominate up to two Non-Executive Directors if its shareholding exceeds 25%, or one if above 10%. Currently, Daniel Labbad, a trustee of the Foundation until 10 June 2024, is the sole Board Director of the Company nominated by the Foundation in this manner. All other Board members were appointed independently. In September 2020 Raspberry Pi Ltd and the Foundation entered into to an agreement to transfer the Raspberry Pi brand to Raspberry Pi Ltd. As a condition of that agreement Raspberry Pi Ltd undertook to provide low-cost computers to education customers. Failure to meet this would result in trademark ownership reverting to the Foundation. On 21 February 2024, Raspberry Pi Ltd amended its trademark agreement with the Foundation, to change the definition of low cost to be a price of no more than $45 (or, if higher, manufactured cost plus 20%, plus applicable taxes and fees). During the year, the Foundation purchased $24,000 (2024: $27,400) in goods from the Group. The Group had historically provided life assurance and medical insurance for employees jointly with the Foundation. For administrative simplicity the Group paid the entire premium and recharged the relevant share to the Foundation. Annual arrangements were in place at the time of the listing and accordingly will continue to their expiry. Post-listing pension contributions and life assurance costs for the Foundation, totalling $1.6 million (2024: $0.8 million), were recharged. No amount was outstanding at the end of the year (2024: $47,200). These transactions do not relate to the main business of the Group. All other related party transactions are disclosed in Note 31. As required by UK Listing Rule 6.2.3, all the Independent Directors confirm that, since listing, the Group has operated independently from the Controlling Shareholders at all times.

Notes to the consolidated financial statements continued For the year ended 31 December 2025

125 Raspberry Pi Holdings plc Annual Report and Accounts 2025

31 Related party transactions

The Group’s related parties include subsidiary undertakings, Board members and their close family members, and principal shareholders holding 10% or more of voting rights. Transactions between the parent and subsidiaries are eliminated on consolidation and are not disclosed in this note. Key management personnel is defined as the Board. Board remuneration is detailed in Note 6 and in the Directors’ Remuneration Report. In addition to the short-term employee benefits, post-employment benefits and share-based payment expenses outlined in Note 6, a total of $0.2 million (2024: $0.3 million) was paid for social security contributions related to key management personnel. Related party transactions with the Controlling Shareholder are disclosed in Note 30. During the year, members of the Board and their close family members undertook the following share dealings:

Transaction date	Party	Transaction type	Number of shares	Transaction price
30 January 2025	Close family member	Sale of shares	56,000	£7.10
17 June 2025	Executive Directors	Sale of shares	500,000	£4.55
30 July 2025	Close family member	Sales of shares	16,200	£4.29
31 July 2025	Close family member	Sale of shares	13,800	£4.19
5 November 2025	Executive Director	Purchase of shares	5,832	£3.43
17 November 2025	Executive Director	Purchase of shares	6,036	£3.30
21 November 2025	Non-Executive Director	Transfer of shares into Self-Invested Personal Pension ("SIPP")	12,000	£3.05
28 November 2025	Executive Director	Purchase of shares	3,078	£3.23
1 December 2025	Executive Director	Purchase of shares	3,127	£3.18

32 Events after the reporting period

The Group entered into an amendment to a long-term supply agreement as disclosed in Note 22. The amendment, effective from 1 January 2026, modifies the remaining contractual commitments, with a total value of approximately $300.0 million over the period 2026 to 2030 and includes updated supply obligations with the supplier. As the agreement was executed after the reporting date, no adjustments to the financial statements for the year ended 31 December 2025 are required.

Notes to the consolidated financial statements continued For the year ended 31 December 2025

126 Raspberry Pi Holdings plc Annual Report and Accounts 2025

Company balance sheet

$ million	Notes	At 31 December 2025	At 31 December 2024
Fixed assets
Investment in subsidiary undertakings	4	298.1	290.6
Current assets
Debtors	6	27.2	29.5
Creditors – amounts falling due within one year		(1.3)	(0.1)
Net current assets		25.9	29.4
Total assets less current liabilities		324.0	320.0
Provisions for liabilities		(0.2)	—
Net assets		323.8	320.0
Equity
Ordinary shares	7	0.8	0.8
Share premium	7	34.0	32.4
Share-based payments	7	10.6	2.7
Retained earnings	7	278.4	284.1
Total shareholders' equity		323.8	320.0

The Company was incorporated on 12 March 2024 and therefore this is its first full financial reporting year, while the comparative period relates to a nine-month period. No income statement is presented by the Company as permitted by section 408 of the Companies Act 2006. The Company recorded a loss of $6.5 million (2024: $3.2 million). The accompanying notes are an integral part of these financial statements. The financial statements were approved by the Board of Directors and authorised for issue on 30 March 2026. They were signed on its behalf by:

Dr Eben Upton CBE FREng Richard Boult
Chief Executive Officer and Founder Chief Financial Officer

Company statement of changes in equity

$ million	Notes	Ordinary shares	Share premium	Share- based payments reserve	Retained earnings	Total
At 12 March 2024		—	—	—	—	—
Loss for the period		—	—	—	(3.2)	(3.2)
Share-based payments		—	—	2.7	—	2.7
Share reorganisation	A	288.1	—	—	—	288.1
Share capital reduction	A	(287.3)	—	—	287.3	—
Share listing proceeds	B	—	40.0	—	—	40.0
Share issuance costs	B	—	(7.6)	—	—	(7.6)
At 31 December 2024	7	0.8	32.4	2.7	284.1	320.0
Loss for the year		—	—	—	(6.5)	(6.5)
Share-based payments		—	—	8.7	—	8.7
Exercise of share awards		—	0.2	(0.8)	0.8	0.2
VAT recovered on IPO- related share issuance costs	C	—	1.4	—	—	1.4
At 31 December 2025	7	0.8	34.0	10.6	278.4	323.8

A Share capital reorganisation and reduction
On 23 May 2024, Raspberry Pi Holdings plc acquired Raspberry Pi Ltd in a share-for-share exchange valued at $288.1 million. A shareholder resolution reduced the share capital to its nominal value, increasing distributable earnings by $287.3 million. Previous share capital and $66.2 million of share premium were derecognised and recorded in merger reserve.

B London Stock Exchange listing
On 11 June 2024, Raspberry Pi Holdings plc listed on the London Stock Exchange, issuing 11.2 million shares at £2.80 each. Net proceeds of $32.4 million after costs of $7.6 million were deducted from equity.

C VAT recovered on IPO-related share issuance costs
In 2025, the Company recognised $1.4 million of VAT on 2024 listing costs as recoverable following its VAT registration. As the original costs were charged to share premium, the recoverable amount has been credited to the share premium account. The accompanying notes are an integral part of these financial statements.

Company balance sheet
Company statement of changes in equity
As at 31 December 2025
For the year ended 31 December 2025
Registration number 15557387
Comparative period: Nine months ended 31 December 2024

127 Raspberry Pi Holdings plc Annual Report and Accounts 2025

1 General information

Raspberry Pi Holdings plc (the “Company”) is a public limited company incorporated in England and Wales. The Company’s registered office is at 194 Cambridge Science Park, Milton Road, Cambridge, England CB4 0AB, and the company number is 15557387. The principal activity of the Company is that of a holding company.

• On 12 March 2024: Raspberry Pi ListCo Ltd was incorporated as a private limited company.
• On 23 May 2024: Raspberry Pi ListCo Ltd acquired Raspberry Pi Ltd for $288.1 million.
• On 3 June 2024: The Company was re-registered and renamed Raspberry Pi Holdings plc.
• On 11 June 2024: The ordinary share capital was listed on the London Stock Exchange.
• On 23 September 2024: The Company was added to the FTSE 250.

These are the Company’s first full-year financial statements. The prior period, presented for comparative purposes, covers the nine months from incorporation on 12 March 2024 to 31 December 2024.

2 Basis of preparation and accounting policies

2.1 Basis of preparation

The Company prepares its financial statements in accordance with FRS 101 “Reduced Disclosure Framework” (“FRS 101”) and with the requirements of the Companies Act 2006. This is the Company’s first year applying FRS 101, having previously prepared its financial statements under Financial Reporting Standard 102 (“FRS 102”). The transition required no adjustments to previously reported amounts. Comparatives are presented on an FRS 101 basis and certain line items have been re-presented to reflect FRS 101 presentation requirements. The principal re-presentation relates to the classification of the intercompany loan within debtors rather than as part of fixed assets, as it is not an asset that is designated for continuing use within the business. The transition has had no material impact on the financial statements, given the substantial alignment of FRS 102 and FRS 101 for a non‑trading parent.These financial statements have been prepared on a going concern basis, using the historical cost convention, and in accordance with the Companies Act 2006. The going concern assumption is detailed in Note 2 of the Group’s consolidated financial statements. Critical judgements and estimates for the Company accounts are identical to those disclosed critical accounting judgements and estimates (relating to the IPO) of the Group’s consolidated financial statements. The presentation currency is US Dollars, rounded to the nearest million.

2.2 Capital reorganisation

On 23 May 2024, Raspberry Pi Holdings plc acquired the entire shareholding of Raspberry Pi Ltd in exchange for shares with an aggregate nominal value of $288.1 million by way of a share-for-share exchange agreement. The issue of shares was subject to the provision of a merger relief in accordance with section 612 of the Companies Act 2006 which precluded the recognition of share premium on the shares issued. The Company also elected to apply section 615 of the Companies Act 2006 resulting in the investment being originally recorded at an amount equivalent to the aggregate nominal value of the shares issued.

2.3 Basis of accounting

Below is a summary of the main accounting policies of the Company, which have been consistently applied. The Company has taken advantage of the following disclosure exemptions under FRS 101:

• IFRS 7 “Financial Instruments: Disclosures”;
• paragraphs 91 to 99 of IFRS 13 “Fair Value Measurement” (disclosure of valuation techniques and inputs used for fair value measurement of assets and liabilities);
• the following paragraphs of IAS 1 “Presentation of Financial Statements”:
  – 10(d) (statement of cash flows);
  – 16 (statement of compliance with all IFRS);
  – 38A (requirement for minimum of two primary statements, including cash flow statements);
  – 38B–D (additional comparative information);
  – 111 (statement of cash flows information); and
  – 134–136 (capital management disclosures);
• IAS 7 “Statement of Cash Flows”;
• paragraph 17 of IAS 24 “Related Party Disclosures” (key management compensation); and
• the requirements in IAS 24 “Related Party Disclosures”, to disclose related party transactions entered into between two or more members of a group.

Notes to the Company financial statements
For the year ended 31 December 2025
128 Raspberry Pi Holdings plc Annual Report and Accounts 2025

2 Basis of preparation and accounting policies continued

2.3 Basis of accounting continued

2.3.1 New standards, interpretations and amendments effective or adopted for the first time this period
The Company has not early adopted any standards, interpretations or amendments that have been issued but not yet effective.

2.3.2 Foreign exchange
Raspberry Pi Holdings plc, a UK-registered company, operates with a functional and presentational currency of US Dollars. Monetary assets and liabilities held in foreign currencies are translated to US Dollars at the exchange rates in effect at the balance sheet date. Transactions conducted in foreign currencies (mainly Sterling) are translated to US Dollars at the exchange rates prevailing at the transaction dates. Any exchange differences are recorded in the income statement.

2.3.3 Investments
Investments are recorded at cost, with deductions made for any reduction in value. Impairments are recognised in the profit and loss account as they arise.

2.3.4 Income statement
As permitted under section 408 of the Companies Act 2006, the Company does not present a separate income statement.

2.3.5 Directors' remuneration
The details of remuneration for Executive and Non-Executive Directors, along with their interests in Company shares and options, can be found in the audited section of the Directors’ Remuneration Report.

2.3.6 Share-based payments
The Company provides equity-settled share-based payments to certain employees and employees of its subsidiaries. These are valued at fair market value (excluding non‑market-based vesting conditions) on the grant date and expensed evenly over the vesting period. Fair value is calculated using the Black-Scholes model and Monte-Carlo simulation, as detailed in Note 27 of the consolidated accounts on share-based payments. For awards made to employees of subsidiaries, the fair value is recognised by the Company in the income statement. Intra-group recharges to the employing subsidiary, up to the fair value of the awards, are recognised as a reduction of the Company’s expense and treated as investment to the subsidiary by way of capital contribution. Proceeds received, net of directly related transaction costs, are credited to share capital (nominal value) and share premium upon exercise of the options.

2.3.7 Financial instruments
Financial assets and financial liabilities are recognised when the Company becomes a party to the contractual provisions of the instrument. Financial assets and financial liabilities are initially measured at fair value. For financial assets and liabilities measured at amortised cost, the initial measurement is adjusted for directly attributable transaction costs, where material. Subsequently, financial assets and financial liabilities are measured at amortised cost using the effective interest method where they meet the conditions for such measurement. The Company’s financial instruments comprise trade receivables and financial liabilities measured at amortised cost, which are presented as creditors in the balance sheet, including trade creditors and intra-group loans.

2.3.8 Dividends
Dividends are recognised when they become legally payable. In the case of final dividends, this is when approved by the shareholders at the AGM. Interim dividends are recorded when paid.

3 Results for the period

The Company recorded a loss for the year of $6.5 million (2024: $3.2 million for the nine‑month period). The Company had an average of three employees during the year (2024: three). The Directors’ remuneration is disclosed in the Directors’ Remuneration Report.

Notes to the Company financial statements continued
For the year ended 31 December 2025
129 Raspberry Pi Holdings plc Annual Report and Accounts 2025

4 Investment in subsidiary undertakings

Investments amounting to $298.1 million relate to the shares of Raspberry Pi Ltd acquired by the Company as part of the share capital reorganisation as discussed in Note 2.2.

$ million	2025	2024
At 1 January	290.6	—
Acquisition of Raspberry Pi Ltd	—	288.1
Contribution to subsidiary – share-based payments	7.5	2.5
	298.1	290.6

On 23 May 2024, Raspberry Pi Holdings plc acquired Raspberry Pi Ltd for $288.1 million through a share-for-share exchange with Raspberry Mid Co Limited. This acquisition was part of a corporate reorganisation, which included several steps as explained in Note 1 General information and which culminated in the formation of Raspberry Pi Holdings plc, which subsequently listed on the London Stock Exchange on 11 June 2024. The Company also recognised an increase in its investment in the subsidiary, corresponding to the share awards granted to subsidiary employees, amounting to $7.5 million (2024: $2.5 million), to the extent that the service conditions have been met. Additionally, a further $0.7 million (2024: $0.2 million) in share awards was granted to employees of the Company, which has been charged to the results in the year.

5 Details of subsidiary undertakings

Company name	Nature	Parent	Company number	Address
Raspberry Pi Ltd	Main trader	Raspberry Pi Holdings plc (direct – 100% ordinary shares held)	08207441	194 Cambridge Science Park, Milton Road, Cambridge CB4 0AB
Raspberry Pi Ireland Ltd	Non-active	Raspberry Pi Ltd (indirect – 100% ordinary shares held)	751640	3 Dublin Landings, North Wall Quay, Dublin 1 D01 C4E
Raspberry Pi (Trading) North America Inc.	Employee services	Raspberry Pi Ltd (indirect – 100% ordinary shares held)	34162503	2810 N. Church St., Wilmington, DE, USA

6 Debtors

$ million	2025	2024
VAT receivables	1.4	—
Prepayments	0.4	0.3
Current tax receivables	—	—
Loans to subsidiary undertakings	25.2	29.1
Deferred tax asset	0.2	0.1
	27.2	29.5

In 2025, the Company registered for VAT and, as a result, was entitled to recover VAT of $1.4 million from HMRC in respect of share issuance costs incurred on the Company’s listing in 2024. See Note 7. The amount remained outstanding at year end but was repaid by HMRC in February 2026.

In 2024, a $38.4 million loan was provided by the Company to Raspberry Pi Ltd with interest-free, perpetual repayable on demand. In the prior year, when the financial statements were prepared under FRS 102, this balance was presented as a separate line item within non-current financial assets on the face of the balance sheet. Following the transition to FRS 101 “Reduced Disclosure Framework”, the Company has aligned its presentation with the requirements of IAS 1 “Presentation of Financial Statements” as adopted in the UK, and the loan is now presented within debtors. The comparative information has been re-presented accordingly. This represents a reclassification of presentation only and does not constitute a restatement, as there has been no change in recognition or measurement. The carrying value of the loan has been reduced by expenses paid by the subsidiary on behalf of the Company and offset against the loan balance, resulting in a loan balance of $25.2 million (2024: $29.1 million). The table above also includes the deferred tax asset which is classified as non-current, in accordance with FRS 101 and Companies Act presentation.# Notes to the Company financial statements continued

For the year ended 31 December 2025

130 Raspberry Pi Holdings plc Annual Report and Accounts 2025

7 Share capital and reserves

Share capital

	Number of shares	Nominal capital $ million
Ordinary shares of £0.0025 each	193,582,149	0.6
Deferred shares of £0.0025 each	61,610,435	0.2
	255,192,584	0.8

Share capital

Ordinary shares carry equal voting, dividend and distribution rights with the nominal value representing amounts subscribed for. During the year, additional shares were issued in connection with the vesting and release of share-based awards. 61,610,435 deferred shares of £0.0025 each were created as part of the share capital reorganisation. The deferred shares have no voting rights or rights to a dividend. It is intended for the holders of the deferred shares to transfer them to the Company otherwise than for valuable consideration pursuant to s659(1) CA 2006 in Q2 2025. They will then be cancelled pursuant to s662(1)(c).

Share premium account

The share premium account records the amount above the nominal value received for shares issued, less transaction costs. The listing generated $40.0 million in gross proceeds, with $7.6 million in costs deducted directly from equity. At the time the costs were incurred, only a limited recovery of input VAT was available, so the full expense was charged to share premium. During 2025 it was possible to reclaim $1.4 million of VAT from HMRC. As the original costs were charged to share premium, the recovery was accounted for as an increase in share premium. The share premium account is in most circumstances not immediately available for distribution.

Share-based payment reserve

This reserve represents the cumulative income statement charges for unvested employee share awards. Once the awards vest this reserve is recycled to retained earnings and the issue of equity is reflected in share capital, share premium or retained earnings as appropriate.

Retained earnings

This reserve represents the total of all current and prior retained earnings available to facilitate future shareholder distributions.

8 Related party transactions

The Company is exempt from disclosing other related party transactions as they are with other companies that are wholly owned within the Raspberry Pi Holdings plc Group. Disclosures on details and transactions with Controlling Shareholders and other related party transactions are in Notes 30 and 31 of the consolidated financial statements.

9 Events after the reporting period

There have been no events between the balance sheet date, and the date on which the financial statements were approved by the Board, which would require adjustment to the financial statements or any additional disclosures.

131 Raspberry Pi Holdings plc Annual Report and Accounts 2025

Board of Directors

• Martin Hellawell, Independent Non-Executive Chair
• Dr Eben Upton CBE FREng, Chief Executive Officer
• Richard Boult, Chief Financial Officer
• Sherry Coutu CBE, Senior Independent Non-Executive Director
• David Gammon, Independent Non-Executive Director
• Rachel Izzard, Independent Non-Executive Director
• Christopher Mairs CBE, Independent Non-Executive Director
• Daniel Labbad, Non-Executive Director

Company Secretary
Carol Copland

Registered office of the Company
194 Cambridge Science Park
Milton Road
Cambridge CB4 0AB

Joint corporate brokers
Jefferies International Limited
100 Bishopsgate
London EC2N 4JL

Peel Hunt LLP
100 Liverpool Street
London EC2M 2AT

Investor relations contact
investors@raspberrypi.com

Legal advisers
Linklaters LLP
One Silk Street
London EC2Y 8HQ

Auditor
Grant Thornton UK LLP
101 Cambridge Science Park
Milton Road
Cambridge CB4 0FY

Registrars
Equiniti Limited
Aspect House
Spencer Road
Lancing
West Sussex BN99 3HH

Remuneration adviser
Deloitte LLP
2 New Street Square
London EC4A 3BZ

Company number
15557387

Company information and contact details

132 Raspberry Pi Holdings plc Annual Report and Accounts 2025

Raspberry Pi Holdings plc’s commitment to environmental issues is reflected in this Annual Report, which has been printed on Magno Digital Satin, an FSC ® certified material. This document was printed by Pureprint Group using its environmental print technology, with 99% of dry waste diverted from landfill, minimising the impact of printing on the environment. The printer is a CarbonNeutral ® company. Both the printer and the paper mill are registered to ISO 14001.

Raspberry Pi Holdings plc
Registered office: 194 Cambridge Science Park, Milton Road, Cambridge CB4 0AB
Company number: 15557387
investors.raspberrypi.com